Proposed Acquisition

Comprop Limited 11 July 2001 ComProp Limited ('the Company' or 'ComProp') Proposed Acquisition of the Property Portfolio Highlights * ComProp is to purchase a property portfolio for a total consideration of £ 47.6 million. * Consideration to be satisfied by way of a cash payment of £29.4 million and the issue of 21,416,281 New Ordinary Shares. * Property Portfolio consists primarily of commercial property located in the principal commercial areas of Guernsey. * Development plans for modern office, retail and commercial buildings under the 'Admiral Park' name. * Acquisition is subject to Shareholder approval. Tom Scott, Chairman, commented: 'I am delighted to be able to announce this acquisition of a major property portfolio, our first since we changed our name in September 2000 which signalled our intention to focus on investment in commercial property. I firmly believe that the properties we are acquiring include prime Guernsey locations offering enormous potential for development. This is an exciting opportunity for both the Company and its Shareholders' Introduction The Board announces today that the Company has entered into a conditional agreement to acquire a Property Portfolio from IEG. The consideration for the Acquisition is £47.6 million (subject to adjustment) which is to be satisfied by the issue of 21,416,281 New Ordinary Shares, issued at a price of 85p per share and £29.4 million in cash. The New Ordinary Shares represent approximately 60.6 per cent. of the Company's enlarged issued ordinary share capital and IEG intends distributing those shares to its shareholders. Application has been made for the New Ordinary Shares to be admitted to AIM along with the Existing Ordinary Shares. Application has also been made for the admission of the Existing and New Ordinary Shares to the CISX Official List. Trading in the New Ordinary Shares is expected to commence on 10 August 2001. Under the AIM Rules, the Acquisition is subject to Shareholder approval as a reverse take-over. Accordingly, an Extraordinary General Meeting of the Company is being convened at which Shareholders will be asked to consider and pass a resolution to approve the Acquisition. By virtue of Thomas Scott being a director of both companies and interested in 29.4 per cent. of the issued share capital of the Company and 15.1 per cent. of IEG, it is also a related party transaction. A Prospectus containing details of the Acquisition has been published and is being sent to Shareholders today, along with the notice of an EGM at which Shareholders will be asked to consider and pass resolutions to approve, amongst other items, the Acquisition. The EGM is to be held at The Atlantic Hotel, St Brelade, Jersey at 12 noon on 8 August 2001. Copies of the Prospectus are also available from the Company at Television Centre, La Pouquelaye, St Helier, Jersey JE2 3TP and from the offices of Collins Stewart Limited, 9th floor, 88 Wood Street, London EC2V 7QR. Background to and reasons for the Acquisition During the course of the last financial year, the Company made a number of substantial disposals. In June 2000, the Channel Television operation was sold for £16.3 million and this was followed in September by the sale of major freehold properties in Jersey and Guernsey at a price of £10.5 million. The Group has also reduced its activities in relation to brown goods by withdrawing from retailing and third party servicing. Following the disposals, the Company paid out £17.2 million to Shareholders in October 2000 by way of a capital dividend and had net cash of almost £10 million as at 31 May 2001. The change of the Company's name in September 2000 signalled the Board's intention to focus on investment in commercial property, mainly within the Channel Islands. The Directors are not aware of any other quoted Channel Island property company. They believe that demand exists for such a vehicle with the promising investment opportunities that are currently available. As a first step in pursuing this strategy, in March 2001 the Company indirectly acquired the freehold interest in Unite 1, 'Rue des Pres Trading Estate', St Saviour, Jersey through the acquisition of the entire issued share capital of Lindbergh Limited for a price of £1,150,000. The Company has granted a lease of the property for a term of 21 years at an initial annual rental of £86,250. The Group's current trading activities include Channel Rentals (involved in television, video and tape rental), Channel Publications (which publishes Guernsey Homefinder and Guernsey Finder, advertising freesheets, and a range of maps and guides under its Perry's banner) and TABS, a small Channel Islands company search and credit reference agency. The Board has been considering a number of opportunities to progress the development of the Company. The proposed acquisition of the Property Portfolio is a major step in that process and fits well with the Group's stated strategy. Information on the Property Portfolio The Property Portfolio consists primarily of commercial property located in the principal commercial areas of Guernsey. The breakdown by value of the properties is summarised below: Value £ Properties held as investments 20,197,500 Properties held for development 17,900,000 Properties in the course of development 8,650,000 Over a period of years IEG has assembled an important development site, previously known as Le Bouet, in the north of St Peter Port, Guernsey. Some is land no longer required for IEG's Guernsey Gas operations and other parts have been purchased from other landowners. In 1999 IEG sold a parcel of land to a developer for a seafront office building now known as Trafalgar Court which is now under construction. The remainder of this site forming part of the Property Portfolio has been valued at a total of £31.7 million. Development plans for this will provide modern office, retail and commercial buildings under the 'Admiral Park' name. A 61,300 sq. ft supermarket is currently being constructed for Le Riche, a leading Channel Islands retailer, which is due to be completed by September 2001 and a new access road is under construction to provide access to the supermarket and other parts of the site. Planning applications are in progress for the development of other parts of Admiral Park to construct offices and high quality apartments with imposing sea views. As a further stage of the development, the Company envisages building a further 100,000sq.ft. of retail space and 30,000sq.ft. of leisure space, together with a petrol filling station. It is the Directors' intention, subject to necessary consents and appropriate funding arrangements, to complete development of the entire site within a period of some 4 years following completion of the Acquisition. One existing office building in the Property Portfolio, Sydney Vane House, currently includes headquarters accommodation for IEG and its Guernsey Gas operations. This accommodation will be leased back to IEG for a 6 year term (with a right for IEG to terminate after 3 years) at an initial annual rental of £172,160. Small parts of certain other properties will also be leased back to IEG for various terms at an aggregate annual rental of £86,012. The remainder of the Property Portfolio is valued at a total of £15.0 million and is comprised mainly of investment properties in Guernsey, some of which offer development potential. Future strategy The Company will have a clear focus on Channel Islands commercial property. The appointment of Mr. Nigel Jones as chief executive, and the Chairman's experience in Channel Islands property matters over the last 14 years mean that the Company has an experienced management team and is well-placed to exploit the Property Portfolio and other investment and development property opportunities in the Channel Islands. Following the completion of the Acquisition it is the Group's intention to continue the redevelopment programme commenced by IEG. Bank facilities will be available at completion to provide the £5.9 million funding estimated to cover committed expenditure. The Directors have been encouraged by the level of interest shown by potential tenants for further space at Admiral Park, as and when it becomes available, and accordingly view the future development of the Property Portfolio with confidence. As well as redeveloping the Admiral Park site, the Directors intend to acquire additional property, mainly within the Channel Islands. The Directors will be seeking capital growth for the Company, rather than income, and to that end they intend to fund most of the development expenditure from bank borrowings. Principal Terms of the Acquisition Agreement Immediately prior to completion of the Acquisition, the Property Portfolio will be owned by a subsidiary of IEG, IEG Properties Limited, and certain subsidiaries of IEG Properties Limited. Pursuant to the Acquisition Agreement dated 11 July 2001, IEG has agreed to sell the whole of the issued share capital of IEG Properties Limited to ComProp for a provisional consideration of £47.6 million, of which £18.2 million is to be satisfied by the issue to IEG (or as it may direct) of 21,416,281 Ordinary Shares, credited as fully paid, with the balance payable in cash. The consideration is subject to adjustment by reference to a balance sheet of IEG Properties Limited and its subsidiaries to be prepared as at completion. The sale is conditional, inter alia, upon approval by the shareholders of IEG and ComProp. IEG has provided certain warranties and indemnities with regard to the companies and properties being acquired, subject to a maximum liability of £5 million and a time limit for warranty claims of 12 months from completion. In addition, IEG has agreed to bear the costs (up to a maximum of £3,750,000) of any remediation works recommended by environmental consultants in relation to a property known as the Old Retort House, in excess of the amounts allowed for in the valuation, which cannot be ascertained until the buildings on site have been demolished. IEG has agreed that, on completion of the Acquisition, it will enter into a consultancy agreement under which it will make available the services of its chief executive, Mr. Paul Fairclough, to assist the Company in relation to the Property Portfolio. Mr. Fairclough has been instrumental in assembling the Admiral Park site and formulating plans for its development and his knowledge of the project and the parties involved will be of considerable assistance to the Company. The consultancy agreement will provide for Mr. Fairclough to be available for up to 2 days per week in the first 3 months following completion, one day per week in the next 3 months and up to 4 days per month over the final 6 months. Financing As at 31 May 2001, the Company had cash available of almost £10 million. To supplement this, the Company has secured a £30 million loan facility from NatWest Offshore Limited to fund part of the cash consideration payable for the Acquisition, the committed development expenditure estimated at some £5.9 million and to provide financing for further developments. £19 million is available as a 3 year term loan. The remaining £11 million is available for a 6 month period and convertible into a 15 year term loan following entry into the lease of the supermarket to Le Riche. Board Composition The current members of the Board of Directors are as follows: Thomas Hays Scott, aged 56, (Executive Chairman) Tom Scott became a Director and chairman of the Company in 1998. Mr. Scott is also chairman of IEG, having joined IEG in 1991 as a non-executive director. After Mr. Scott became chairman, IEG acquired Jersey Gas and began a successful programme of business expansion. Mr. Scott is also Chairman of Ann Street Group Limited, a quoted brewery, restaurant and hotel group, and of Jacksons, a private motor group. Charles Rickard Day, aged 52, (Finance Director) The Group Finance Director and Company Secretary is a Chartered Accountant who joined the Company and became a Director in 1992. Born in London, he worked in Deloitte's London office after qualifying, before moving into commerce and industry. His past senior executive positions include chief accountant with Thorn EMI Datatech, financial director with P&O European Ferries and group financial controller of Private Patients Plan. John Philip Henwood MBE, aged 55, (Non-Executive Director) John Henwood is Jersey born and was educated at St Lawrence School and Victoria College. He joined the Company in August 1962 and became a Director in 1986. After fulfilling a number of roles, he became Managing Director and Group Chief Executive in 1987, relinquishing the role of Managing Director of Channel Television in 1997. He was appointed an MBE for services to broadcasting in 1998. He retired from his executive role on 31 December 2000 and is chairman of the Jersey branch of the Institute of Directors. Edward James MacGregor Potter ISO, aged 68, (Non-Executive Director) Edward Potter was educated at the Manchester Grammar School and the College of Law, and is a barrister of the Middle Temple. He was appointed Greffier of the States of Jersey and Law Draftsman in 1971. He retired in 1990 when he was appointed a Companion of the Imperial Service Order. He was made a Fellow of the British Institute of Management in 1983 and served as a member of the General Advisory Council of the Independent Broadcasting Authority between 1982 and 1987. He was elected a Jurat of the Jersey Royal Court in 1994 and is presently a Member of the States of Guernsey System of Government Review Panel. He has been a Director since 1991. John Charles Rowe, aged 50, (Non-Executive Director) John Rowe is a Chartered Accountant and has been a Director since 1997. He is a director of BGL Reads International Management Limited, part of Banque Generale du Luxembourg. He serves on a number of boards of both Channel Islands and United Kingdom companies, particularly within the finance and insurance sectors. He is also a past President of the Guernsey Association of Chartered and Certified Accountants. Appointment of Chief Executive Nigel Jones, a chartered surveyor based in Guernsey, has agreed to join the Company as a director and chief executive with effect from completion of the Acquisition. Mr. Jones has advised IEG on many aspects of the Admiral Park development and his appointment should greatly assist the Company in achieving its objectives. Nigel Huw Jones, aged 39, is a professional member of the Royal Institution of Chartered Surveyors. Born in Wales he worked initially for Humberts in Southampton. Mr. Jones' practice is currently carried out through a Guernsey company, Jones & Partners Limited. The only dedicated commercial agency practice in Guernsey, Jones & Partners Limited were the retained agents of IEG and were responsible for the pre-letting of the supermarket unit to Le Riche and the pre-letting of Trafalgar Court on Admiral Park (which is the largest office building in the Channel Islands). Subject to the completion of the Acquisition, the Company has agreed to acquire Mr Jones' practice for 200,000 New Ordinary Shares. He is a Director of BCCP (Guernsey) Limited, a general partner to a commercial property investment fund, and a non-executive Director of BUPA Lease Co Limited and UK Care No 1 Limited which is involved in the securitisation of UK nursing homes. On the 11 July 2001, Mr Jones agreed to enter into an employment contract with the Company upon completion of the Acquisition. The contract is terminable by either of Mr Jones and the Company on not less than one year's prior written notice. Mr Jones is entitled to receive an annual salary of £120,000 subject to an annual review by the Remuneration Committee of the Board. Mr Jones may also be paid an annual bonus at the discretion of the Board. The contract also provides for Mr Jones to be a member of the Group Pension Scheme. The employer's current contribution rate is 7.5 per cent. of fixed annual salary. In addition, Mr Jones is entitled to receive a car allowance and the provision of private health care insurance for him and his family. Current Trading and Prospects The existing trading operations have continued to trade in line with management expectations since 31 March 2001. As noted above, these operations are not considered to be core to the Company and will fall in importance as the Company continues its re-positioning as a quoted property company. Extraordinary General Meeting An Extraordinary General Meeting of the Company has been convened to be held at The Atlantic Hotel, St Brelade, Jersey at 12.00 noon on 8 August 2001, following the Annual General Meeting, at which an ordinary resolution to approve the Acquisition will be proposed together with an ordinary resolution to approve changes to the Share Option Scheme and special resolutions to amend the Company's Memorandum and Articles of Association and increase the authorised share capital. Contacts: Tom Scott / Charles Day ComProp Limited 01534 83 55 00 Andrew Duquemin Collins Stewart CI Limited 01481 731 987 11 July 2001 Definitions The following definitions apply throughout this announcement unless the context requires otherwise: 'Acquisition' the proposed acquisition by the Company of the whole of the issued share capital of IEG Properties Limited which will own, directly or through its subsidiaries, the Property Portfolio 'Acquisition the conditional agreement dated 11 July 2001 between the Company Agreement' and IEG 'AIM' the Alternative Investment Market of the London Stock Exchange 'AIM Rules' the rules published by the London Stock Exchange governing admission to, and the operation of, AIM 'Board' the Board of Directors of the Company 'CISX' Channel Islands Stock Exchange LBG 'CISX Official the Official List of CISX List' 'Company' or ComProp Limited 'ComProp' 'CREST' the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations) in accordance with which securities may be held and transferred in uncertificated form 'CRESTCo' CRESTCo Limited 'CREST The Companies (Uncertificated Securities) (Jersey) Order 1999 Regulations' 'Directors' the directors of the Company 'EGM' or the extraordinary general meeting of ComProp convened for 8 'Extraordinary August 2001 General Meeting' 'Enlarged the Company and its subsidiaries, following completion of the Group' Acquisition 'Existing the Ordinary Shares in issue Ordinary Shares' 'Group' the Company and its subsidiaries, prior to completion of the Acquisition 'IEG' International Energy Group Limited 'London Stock London Stock Exchange plc Exchange' 'New Ordinary the 21,416,281 new Ordinary Shares proposed to be issued, Shares' credited as fully paid, by the Company pursuant to the Acquisition and the 200,000 new Ordinary Shares proposed to be issued, credited as fully paid, by the Company in consideration of the acquisition of the share capital of Jones & Partners Limited 'Ordinary ordinary shares of 5p each in the capital of the Company Shares' 'Property the portfolio of development and investment properties to be Portfolio' acquired pursuant to the Acquisition 'Proposed Mr N H Jones Director' 'Shareholders' holders of Ordinary Shares 'Share Option the ComProp Group Share Option Scheme Scheme' 'UK' United Kingdom of Great Britain and Northern Ireland Terms defined in the CREST manual shall, unless the context otherwise requires, bear the same meanings where used herein.

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