Mattioli Woods Joins AIM

Mattioli Woods PLC
23 November 2005



Press Release                                                   23 November 2005

                               Mattioli Woods plc

                      ('Mattioli Woods' or 'the Company')

                          First day of dealings on AIM


Mattioli Woods plc, the specialist pensions consultancy, today announces
commencement of dealings of its Ordinary Shares on the AIM Market ('AIM') of the
London Stock Exchange.  Williams de Broe is acting as Nominated Adviser and
Broker to the Company.  The stock market EPIC is MTW.



Placing Statistics
Placing Price per Placing Share                                                                            132 pence
Total number of Placing Shares being placed on behalf of the Company                                       4,545,455
Aggregate value of the Placing Shares being placed on behalf of the Company at the                      £6.0 million
Placing Price
Expected net cash proceeds of the Placing receivable by the Company                                     £5.4 million
Number of Ordinary Shares in issue following the Placing                                                  17,045,455
Market capitalisation of the Company at the Placing Price following the Placing                        £22.5 million
Percentage of the Enlarged Share Capital being placed                                                 26.7 per cent.

The Placing of £6.0 million attracted high levels of institutional interest
resulting in it being well oversubscribed.


Reasons for Admission to AIM and use of proceeds of the Placing

The net proceeds of the Placing amount to £5.4 million.  The funds will be used
to repay directors' loans of £3 million and to provide resources for potential
further acquisitions and working capital of £2.4 million.

It is a priority for the Group to continue to attract and retain appropriately
qualified staff.  The Directors consider that the enhanced profile resulting
from Admission and the introduction of the Share Option Scheme will enable the
Group to attract new employees of appropriately high calibre and to incentivise
and retain key staff.


Bob Woods, Executive Chairman of Mattioli Woods, said:

'We are delighted that the flotation of the Company has been completed
successfully and with such strong institutional demand.  The listing will enable
us to take Mattioli Woods to the next stage of its development and maximise any
opportunities for the Group within the pensions consultancy market.  We look
forward to working with our new shareholders in the future.'

Cobbetts acted as lawyers and Baker Tilly as reporting accountants to Mattioli
Woods.

                                    - Ends -

For further information:
Mattioli Woods plc

Bob Woods, Executive Chairman                          Tel: [phone]
[e-mail]

Ian Mattioli, Chief Executive                             www.mattioli-woods.com
[e-mail]


Williams de Broe Plc
Joanne Lake, Corporate Finance                         Tel: [phone]
[e-mail]                                          www.wdebroe.com


Media enquiries:
Abchurch
Sarah Hollins/Katherine Murphy                         Tel: [phone]
[e-mail]                          www.abchurch-group.com


Photography

Both hard and soft copies of photographs of Bob Woods, Executive Chairman and
Ian Mattioli, Chief Executive are available from Abchurch.  To arrange, please
contact Katherine Murphy at [e-mail]


Introduction

Mattioli Woods provides pensions consultancy and administration services
primarily to owner-managers, senior executives and professional persons.

The Group's key activities include complex pensions consultancy, the provision
of self-invested personal pensions ('SIPP') and small self-administered pension
schemes ('SSAS') and advice on related business affairs.  Its focus is at the
higher end of the market where clients require bespoke service and specialist
advice.

Mattioli Woods operates across the UK from one site in Leicester and employs 76
staff including 12 pension consultants. In the year ended 31 May 2005, Group
turnover was £6.4 million and normalised operating profit was £1.9 million.


History

In 1991, Ian Mattioli and Bob Woods formed a partnership to provide pensions
consultancy services.  With a strong network of contacts with accountants and
solicitors throughout the UK, the practice grew rapidly providing consultancy
and pensioneer trustee services. In 1995, the Partnership developed its first
bespoke self-invested personal pension scheme.

As the client base of the Partnership grew, an in-house graduate recruitment and
training programme was established to recruit and train consultants and account
managers. A team of experienced and qualified pension scheme consultants and
account managers was developed providing pensions consultancy to clients across
the UK.

In September 2003, the business was incorporated via the acquisition of the
business and certain assets of the Partnership by the Company. In June 2005,
Mattioli Woods acquired the client portfolio of Geoffrey Bernstein, a small
practice providing pensioneer trusteeship in London and the Home Counties.  On
14 November 2005, the Company was re-registered as Mattioli Woods plc.


Strategy

Mattioli Woods' objective is to continue to grow the organisation in order to
increase its market share and also to enhance its reputation in the pensions
consultancy market. The Directors have identified a number of specific
opportunities for growth as follows:

Pensions simplification Mattioli Woods has, from the outset, identified the
potential of serving the SIPP and SSAS markets. The Directors now believe that
further opportunities will be created by pensions simplification 'A Day' in
April 2006 (further details of which are set out below), particularly at the
bespoke end of the market.

Expanding the consultancy team It is intended to continue to expand the
consultancy team through the in-house graduate training programme in order to
increase the number of clients that the Company is able to serve, whilst
maintaining the strong Mattioli Woods culture.

Acquisition opportunities Following on from the successful acquisition of the
Geoffrey Bernstein client portfolio, the Directors intend to identify and
progress other suitable acquisitions where the client portfolios can be taken
over and advised by the Mattioli Woods consultancy team. In the fragmented
pensions consultancy market, the Directors believe that there are considerable
opportunities for consolidation.

Building the brand name Mattioli Woods has been building its reputation in the
pensions consultancy market over many years. The Directors believe the flotation
will help to raise the profile of the Company both with intermediaries and
potential clients and will further strengthen awareness of the Mattioli Woods
brand name.

New product development Innovation has been a feature of many of Mattioli Woods'
products and services and the Directors regard this as an important
differentiator relative to many other pensions consultancy practices.  The
Directors intend to build on this by continuing the focus on, and investment in,
new product development and believe this will allow Mattioli Woods to increase
the range of services offered to its existing clients and those additional
clients gained through the acquisition of third party client portfolios.


Market

The UK's pensions industry has been beset by a number of complex problems such
as under-funding, exacerbated by the stock market crash, governance issues and
historical pensions mis-selling.   In the UK, successive governments have
created piecemeal pensions related legislation.  There are currently eight
different sets of rules in existence governing pensions, making the existing
system both complicated and difficult for consumers to understand.

This environment has led to a significant increase in the uptake of SIPPs and
SSASs, primarily due to the greater control these products give to individuals
over their own pensions arrangements.


Self-Invested Personal Pension (SIPP)

A SIPP is a type of personal pension plan which allows an individual to make
their own investment decisions or to formulate their investment strategy in
conjunction with their pensions adviser. A SIPP allows a wide range of
investments, including unit trusts, open ended investment companies and
investment trusts, stocks and shares in the UK and overseas and commercial
property, and therefore offers far greater flexibility than traditional
occupational and personal pensions.

The SIPP market is currently estimated to have £25bn of scheme assets. There are
estimated to be 120,000 SIPPs in existence, with an average fund size of around
£208,000. This is predicted to rise to 500,000 plans by 2010 (source: Pensions
Management June 2005). The market is split between insured and independent
practitioner arrangements.


Small Self-Administered Scheme (SSAS)

A SSAS is an occupational pension scheme with up to 11 members and is
established by an employer for the benefit of some or all of its key employees.
It is suited to most privately owned limited companies where the shares are
mainly or wholly owned by directors employed in that business.

A SSAS is established under trust by a company's directors who are both the
members and trustees of the pension scheme. It provides a tax-efficient
environment in which a company's profits can be invested to provide retirement
benefits. A SSAS gives its members the opportunity to maximise their pension
funds prior to retirement by giving them control over their investments. Unlike
other pension schemes, the members can invest their SSAS' funds in their own
company through share purchase, unsecured loans for purchasing plant, machinery
and commercial property to lease back to the company.

Owner-managers can make their SSASs work for their business whilst building up a
substantial pension fund to benefit themselves in retirement. A SSAS is also
ring fenced from the company's creditors should the company become insolvent.

Permitted SSAS investments include the commercial property occupied by the
company, loans from the pension fund to the company, the borrowing of money to
buy an asset if the pension fund does not have the resources and up to 30 per
cent. of the shares in an unlisted company (including the company sponsoring the
SSAS). Other acceptable investments are quoted shares, deposit accounts,
copyrights, financial futures, commodity futures and traded options.

It is currently a requirement that the member trustees must appoint a
professional trustee, referred to as a pensioneer trustee, to support both the
establishment and administration of a SSAS. Pensioneer trustee status is
afforded to approximately only 290 trustees in the UK by the Audit & Pension
Schemes Services of HM Revenue & Customs. The pensioneer trustee must be a party
to all transactions involving the SSAS and it has a primary responsibility to
ensure full compliance in all regards.  With effect from April 2006, however,
the requirement for a scheme to appoint a pensioneer trustee has been abolished.

This will be replaced with a requirement for a formally appointed scheme
administrator. This role will be very similar to that of pensioner trustee, but
without the same level of responsibility and, consequently, risk.

The UK SSAS market is currently estimated to have £9.4bn of scheme assets.
There are estimated to be over 21,500 SSASs in existence, with an average fund
size of around £430,000.


Pensions simplification

With effect from April 2006, the Government is introducing legislation to
simplify pensions. The key features of the new legislation are as follows:

  • The ability to build up a tax-exempt approved pension fund by retirement
    of a lifetime limit of up to £1.5 million (in today's terms) in a largely
    tax-exempt environment.
  • The ability for members to personally contribute up to 100 per cent. of
    their earnings with full tax relief and for additional employer
    contributions to be made up to a total of £215,000 (inclusive of any
    member's contributions). Neither the upper cap of £1.5 million nor the
    annual input limit is limited by reference to actual earnings.
  • Tax-free cash benefit at retirement to be calculated as 25 per cent. of
    the fund value, subject to the lifetime limit.
  • A 'light-touch' compliance regime which will make pension planning more
    flexible, particularly in taking away some of the irrevocable aspects of
    existing schemes.
  • Deregulation of permitted investments, including the ability to invest in
    residential property both at home and abroad.
  • The abolition of the compulsion to purchase annuities at age 75. This may
    pave the way for the inheritance of pension schemes by the next generation.

In replacing all eight complex current tax regimes, the new legislation will
introduce a single simplified tax regime and greater investment freedoms.

The greater investment freedoms and, in particular, the abolition of the
compulsion to purchase an annuity, are expected to significantly boost the
personal pension market and the opportunities for specialist advisers,
particularly those serving high net worth individuals, such as Mattioli Woods.


Services and customers

Mattioli Woods' key activities include pensions consultancy, the provision and
administration of SIPPs and SSASs, investment services and the facilitation and
administration of syndicated property schemes.

Mattioli Woods' client base for SIPP and SSAS services primarily comprises
owner-managers, senior executives and professional persons. However, it also
provides group scheme consultancy and personal financial planning as
complementary services to its core clients.

Mattioli Woods has over 1,000 private individual SIPP clients in over 600 SIPP
schemes with an average fund size of around £342,000, compared to the market
average of around £208,000 and over 500 corporate SSAS clients with an average
fund size of around £730,000, compared to the market average of around £430,000.

The Directors believe that the key features of Mattioli Woods' approach to
pension consultancy are its development of informed investment strategies based
on macro economic analysis, the impartial nature of its investment advice and
the focus on providing solutions tailored to each individual client's needs.

A team, led by Bob Woods, carries out a macro economic analysis of the UK
economy and also considers possible developments in government legislation to
determine suitable investment strategies for its clients.

Mattioli Woods has long believed that the compulsory purchase of an annuity
would eventually be abolished and accordingly its pension planning has focussed
heavily on preserving any residual assets for the client's beneficiaries.

Mattioli Woods reviews a wide range of third party investment products and
selects those products that are believed to be most suitable for its clients'
needs. The Company's income is deliberately primarily fee based, rather than
commission driven, reinforcing Mattioli Woods' ability to remain impartial in
its choice and recommendation of investments.  The Company also does not
directly handle any client monies.

The Company gives a significant amount of thought and attention to detail to
each individual client. Consultants take into account the wider context of a
client's strategic business planning when considering their pension
requirements. The Company develops investment strategies tailored to individual
client needs.

Mattioli Woods administers SSASs on behalf of the member trustees, provides all
the legal documentation required to set up the SSASs and liaises with HM Revenue
& Customs in respect of both the initial and ongoing approval of the SSASs. It
also advises the member trustees on the regulations affecting their SSAS and the
requirements of the relevant legislation. Mattioli Woods' subsidiaries, MW
Trustees Limited, GB Pension
Trustees Limited and Great Malborough Street Pension Trustees Limited are three
of only approximately 290 pensioneer trustees in the UK. MW Trustees Limited is
a member of the Association of Pensioneer Trustees and the SIPP Provider Group
which maintain an ongoing dialogue with the Audit & Pensions Schemes Services to
help shape and interpret HM Revenue & Customs' practice for these types of
pension arrangement.

Mattioli Woods facilitates commercial property ownership for its clients by way
of a syndicated property initiative.  Potential properties for purchase are
introduced to Mattioli Woods by its network of professional property contacts.
Mattioli Woods refers properties to an independent property adviser who either
recommends or rejects each property for syndication.

Full details of recommended properties are then supplied to those Mattioli
Woods' clients who have previously confirmed an interest in commercial property
ownership. Clients form a syndicate; a newly formed company acquires the
property, control of which lies with the clients. Mattioli Woods is engaged to
provide administration services to the property syndicates on an ongoing basis.

Up until 31 May 2005, 14 syndicates had been established and the Directors
expect that an additional six or seven schemes will be established each year.


Sales and marketing

Mattioli Woods generates new business leads from three main sources; client
referrals, its network of professional contacts and its seminar programme.

Mattioli Woods' existing client base is an important source of new business,
with a large number of introductions to potential new clients starting as word
of mouth referrals.

A significant proportion of new leads are generated from Mattioli Woods' network
of professional contacts. Its consultants have actively developed their
professional contacts throughout the UK, primarily with smaller to medium-sized
accountancy practices and firms of solicitors. These types of firm serve the
same target market as Mattioli Woods and fulfil a general practitioner role in
referring their clients for specialist advice in areas such as pensions.

The Company also has an ongoing marketing initiative to develop new and maintain
existing relationships with professional contacts. This is supported with a
bi-monthly newsletter, 'Exploring Pensions' and an extensive seminar programme.

Seminars, directed at potential clients and intermediaries, are also a key
source of new business and are conducted throughout the UK. The programme
includes general pension seminars, the current focus of which is on promoting
awareness of pension simplification.

In relation to pension simplification, Mattioli Woods will be conducting
approximately 30 to 40 seminars for intermediaries over a twelve month period,
with delegate numbers averaging around 20 to 30 per seminar. Joint seminars
covering specific topics are also hosted with other professionals, typically
lawyers, accountants or property specialists.


Compliance

The Group is regulated by a number of different bodies. Mattioli Woods' business
is regulated and authorised by the FSA. The subsidiary companies of Mattioli
Woods are authorised (as pensioneer trustees) by the Audit & Pension Schemes
Services of HM Revenue & Customs. As an administrator of SIPPs, the Company is
regulated by HM Revenue & Customs: Savings & Pension Schemes ('SPS'). Mattioli
Woods is a member of the SIPP Provider Group and MW Trustees Limited is a member
of the Association of Pensioneer Trustees.

Mattioli Woods has dedicated compliance teams for the above regulators. In
respect of FSA regulation, a team of four is led by Mark Smith, Mattioli Woods'
Compliance Officer. A team of three led by Alan Cowan is responsible for SIPP
compliance, with particular regard to SPS requirements.

Systems are in place to proactively monitor client investments, consultancy and
administration services, investment advice, financial standing of suppliers,
pension transfer advice, FSA rule book compliance, Audit & Pension Schemes
Services compliance and SPS compliance.


Competition

The market for pensions consultancy services is fragmented, with a wide
variation in the size of Mattioli Woods' competitors and in the scope of
services they offer.

Competition in volume terms comes from the large insurance companies and
independent financial advisers ('IFAs').

However, this type of business tends to be primarily 'off the peg' and does not
necessarily have the level of individual advice offered by Mattioli Woods. A
number of Mattioli Woods' existing clients have moved from its competitors in
search of a more bespoke service or following a 'trouble shooting' exercise
carried out by Mattioli Woods.

At the other end of the scale, there are many sole traders and partnerships
operating small scale businesses serving a limited number of clients. Few have
developed the critical mass already achieved by Mattioli Woods and the Directors
believe that it is likely that the burden of regulation, coupled with the
necessary changes to systems arising from pensions simplification, will pose
these small practices an increasing challenge. Mattioli Woods believes the
market may see some rationalisation.



Key strengths

The Group has the following key strengths:


Strong track record of growth

The business has achieved strong growth in both turnover and profits since the
Partnership was established, through increasing the number of clients, the range
of services offered and the average size of client portfolios.

The Company now serves over 1,100 SIPP and SSAS schemes throughout the UK with
an average scheme value, across all types of scheme, of around £520,000. Scheme
values range from £50,000 to in excess of £10 million.


High proportion of repeat business

The business benefits from a high proportion of repeat income, creating a
high-quality income stream, with many clients choosing to buy additional
services ancillary to scheme administration and consultancy.


Long standing client relationships

The business has built up its client base over the last 14 years. Often clients
initially come to Mattioli Woods to resolve issues with their existing SIPPs and
SSASs. In a number of cases, this trouble-shooting exercise then leads to a long
term client relationship. As the practice has grown, the Directors believe that
the maintenance of people and partnership values has been a key element in
Mattioli Woods' success in retaining its loyal client base.


Innovation

Mattioli Woods has long been at the forefront of innovation and change in its
chosen field. Bob Woods was responsible for the development of the second SIPP
product to be launched in the UK in 1990 and Mattioli Woods has since developed
five SIPP products, in conjunction with other financial institutions. The
integration of its pensions advice with broader business strategy planning is a
key strength of the Company. Mattioli Woods
has developed effective investment strategies for its pension scheme clients,
including a successful syndicated property initiative.


Mattioli Woods' culture of client service and care

Throughout the organisation, at all levels, there is an emphasis on providing a
high level of client service.


Individual administrator case loads are kept at manageable levels, allowing the
time to pro-actively manage each scheme. Effort is also made to ensure
continuity. In some cases, schemes have had the same administrator for in excess
of 10 years, helping to build a strong relationship with the client and a
thorough knowledge of the scheme, the client's pension background and
requirements. Each administrator also looks after all aspects of the
administration of a scheme, rather than different areas being departmentalised,
enabling the client to benefit from having one point of contact for all
administration matters.


Experienced and incentivised management team

The Group's executive Directors, senior management team and consultancy team
have extensive experience in the pensions industry and have developed an
in-depth understanding of the pensions needs of their clients and how best to
serve them within the regulatory framework. Each member of the senior management
team maintains their own scheme case load, ensuring they have on-going contact
with clients and a thorough understanding of the Company's systems and 
procedures.


History of staff development and retention

Mattioli Woods started to develop its graduate recruitment and training
programme in 1992. This has been successful, with a strong retention record. Of
the Company's 76 staff, 25 have been recruited from this programme, including
ten of Mattioli Woods' 12 consultants and 15 staff in junior and
middle-management positions.


Opportunities for bolt-on acquisitions in a fragmented market

Within the pensions consultancy market, there are a large number of sole traders
and partnerships each serving a limited client base. Mattioli Woods recently
completed the acquisition of the client portfolios of sole trader, Geoffrey
Bernstein. The Directors believe that other opportunities of this type exist and
the proceeds of the Placing will, inter alia, provide the resources to enable
the Directors to identify and pursue these in due course.


Financial record

The summary financial record of Mattioli Woods set out below has been extracted
as disclosed from the normalised financial information in the Admission
Document.  Investors should read the whole of the Admission Document and not
just rely on this summarised information.

                                                                             Year ended
                                                              31 May             31 May             31 May
                                                                2003               2004               2005
                                                               £'000              £'000              £'000
Turnover                                                       3,731              6,139              6,442
Normalised operating profit                                      561              1,141              1,929



The Group's turnover has grown year on year since the partnership was
established in 1991 and has been profitable and cash generative throughout.

In the year to 31 May 2005, the Group's turnover comprised 61 per cent. fee
income and 39 per cent. commission income. On a product by product basis for the
same period, revenues related primarily to SSASs and SIPPs (being 33 per cent.
and 25 per cent. respectively), 10 per cent. related to bank fees, 8 per cent.
to property syndicates, 7 per cent. to fund based commissions and 5 per cent. to
group pension schemes.


Current trading and prospects

Trading remains buoyant with strong flows of new business enquiries. The first
four months' trading of the current financial year shows the business as a whole
to be in line with management's internal forecast.

The Government's new pension simplification 'A Day' legislation due to take
effect in April 2006 is already providing a significant boost to the SIPP market
in particular. The Directors believe this will underpin continuing strong growth
for the foreseeable future.


Dividends and dividend policy

The Directors intend to pursue a progressive dividend policy in respect of the
Ordinary Shares that will both reflect the long term earnings trend of the Group
and allow the Group to maintain an appropriate level of dividend cover. It is
likely that interim dividends will be paid in each financial year following the
announcement of the interim results, with a final dividend being paid following
the annual general meeting for the relevant year.

In the absence of unforeseen circumstances, the first dividend payable is
expected to be declared in respect of the year ending 31 May 2006.


Directors

The Board comprises four executive and one non-executive directors.  It is
intended that the Board will appoint an additional non-executive director as
soon as practicable following Admission.  A short biography of each director is
set out below.


Robert (Bob) Woods - Chairman, age 51

Bob has worked in the pensions industry since graduating from Reading University
in 1975. After initially working for Sun Alliance Insurance Group, in 1980, he
joined independent financial services pension consultant Pointon York, an early
market leader in SSAS, where, in 1983, he was appointed to the board with
responsibility for the promotion of pension related services to professional
advisers. In 1986, he was appointed marketing director and director of Pointon
York's corporate pensioneer trustee. In 1991, Bob founded the Mattioli Woods
partnership with Ian Mattioli. For the past 20 years Bob has specialised in
controlling-director pension planning and he is now responsible for developing
Group strategy and identifying new growth areas and opportunities.


Ian Mattioli - Chief Executive, age 43

Ian has worked in the pensions industry since the age of 18. His early
experience was gained as a specialist pensions administrator with Phoenix
Assurance. In 1983, he moved to Pointon York specialising in SSAS. From 1983 to
1991, Ian progressed from senior administrator to consultant and then senior
consultant advising on all aspects of establishing and running pension schemes
for owner-managed businesses and small to medium sized public companies. In
1991, together with Bob Woods, he founded the Mattioli Woods Partnership.  Ian
is now responsible for the operational management of the Group.


Nathan Imlach CA - Finance Director and Company Secretary, age 36

Nathan joined Mattioli Woods in September 2005 as part of the preparations for
the flotation. He qualified as a chartered accountant in 1993 with Ernst &
Young. In 1994, he moved into Ernst & Young's corporate finance team, advising
on a broad range of transactions for quoted and unquoted corporate clients,
latterly as an assistant director.  In January 2003, he joined Johnston
Carmichael Corporate Finance, becoming a director and subsequently an associate
of the firm and specialised in providing mergers and acquisitions advice. He is
also a member of the Securities and Investment Institute. Nathan will be
responsible for all financial aspects of Mattioli Woods' strategy and
operations.


Murray Smith - Marketing and Sales Director, age 36

Murray was appointed by Mattioli Woods in 1995 and has worked in the financial
services industry since graduating with an MA in accountancy from Aberdeen
University. Murray has achieved the full financial planning certificate
qualification and is personally authorised by the FSA to give investment advice
and as a pension transfer specialist. He has responsibility for the Company's
marketing activities, which includes speaking at seminars on a range of
consultancy issues, and is responsible for managing Mattioli Woods' team of
consultants.


John Redpath - Non-executive Director, age 60

John spent 29 years with the North Eastern Electricity Board, which became
Northern Electric, the Northern Regional Health Authority and the Northumbrian
Water Authority. He was involved in the flotation of Northumbrian Water as human
resources director, including responsibility for pensions.   In 1992, he led the
buyout of the subsidiary CPCR Limited, a human resources consultancy
specialising in leadership and partnership development where he was chairman and
managing director until his retirement in 2003. John has been actively involved
in a number of community projects, including acting as chairman of Newcastle
Youth Enterprises Centre between 1982 and 1984 and chairman of the governors at
Newcastle College between 1998 and 2000. Currently he is a trustee and vice
chairman of the Percy Hedley Foundation for cerebral palsy.

John is a chartered member of the Institute of Personnel and Development and a
member of the Institute of Administrative Management and the Chartered
Management Institute. John became a Director of the Company in September 2005.



                                    - Ends -


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