Acquisition
Fiske PLC
6 June 2002
FISKE PLC
5th June 2002
Fiske plc ('Fiske') announces the completion of the acquisition of Ionian Group
Limited ('Ionian') for a consideration of 1,462,000 ordinary 25p shares of Fiske
and approximately £430,000 cash. This is equivalent to a total purchase
consideration of £1.57 million, subject to adjustment, with a maximum payable of
£1.6 million.
Ionian is an investment management company acting on behalf of corporate,
institutional and private investment clients with some £52 million under
management. Audited profits after tax for the year to 30th April 2001 were
£206,000. The net tangible assets of Ionian, which will be in cash, amount to
approximately £430,000.
Ionian has been operating since 1994 but the connection of the two main
principals, Stephen Cockburn and Philip Lovegrove, to their clients
significantly pre-dates that time. It is envisaged that Ionian will operate as a
division of Fiske and that this transaction will facilitate an expansion of its
fee-paying clientele. Fiske expects that there should be significant cost
savings as a result of the merger mainly in property and support costs and the
combined group should increase both stock broking revenues and fund management
fees. Ionian will continue its relationships with other broking firms.
Of the existing directors of Ionian, Stephen Cockburn, the 54% controlling
shareholder, is currently a Non-Executive Director of Fiske. He is also a
Director of Jove Investment Trust plc ('Jove') which owns 18.4% of Fiske. This
holding will be diluted to 15.0% following this transaction. Mr. Cockburn will
become an executive director and Deputy Chairman of Fiske. Philip Lovegrove, a
16.3% shareholder of Ionian, will also join the Fiske Board in an executive
role. Robert Neal, the Compliance Officer and 16.3% shareholder of Ionian, and
Sir David Thomson Bt., Chairman of Jove and a 4.8% shareholder of Ionian, will
both retire from the Ionian Board and will not be joining Fiske.
Stephen Cockburn is employed pursuant to a service agreement dated 5th June,
2002. The service agreement is terminable by either party giving to the other
not less than 3 months notice in writing of termination to expire not earlier
than 12 months from the commencement date being the 5th June 2002. The agreement
provides for a remuneration package, including benefits, of £98,000 per annum.
Philip Lovegrove is employed pursuant to a service agreement dated 5th June,
2002. The service agreement is terminable by either party giving to the other
not less than 3 months notice in writing of termination to expire not earlier
than 12 months from the commencement date being the 5th June 2002. The agreement
provides for a remuneration package, including benefits, of £75,000 per annum.
As a result of these Board changes Fiske will only have one independent
Non-Executive Director, being Geoffrey Maitland Smith, the Chairman. It is the
intention of the Board of Fiske to seek an additional Non-Executive Director.
Fiske will continue to act as a traditional private client advisory stock broker
with, in addition, institutional and corporate clients. It will continue its
policy of not taking principal positions or making markets.
Due to the related party nature of the above transaction the Directors, other
than Stephen Cockburn, having consulted with Grant Thornton, the Company's
Nominated Adviser, consider that the terms of the transaction are fair and
reasonable insofar as the shareholders are concerned.
Application has been made for the admission to trading on the Alternative
Investment Market of the 1,462,000 new ordinary shares. Dealings are expected to
commence on Tuesday, 11th June, 2002.
Enquiries to: Clive Harrison: 020 7448 4700
Stephen Cockburn: 020 7600 4800
This information is provided by RNS
The company news service from the London Stock Exchange