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Alexander David Investments PL (ADI)

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Friday 19 April, 2013

Alexander David Investments PL

Alexander David Investments PLC : Issue of Equi...

Alexander David Investments PLC : Issue of Equity, Directorate Change, Change of Adviser, Update & Suspension

Alexander David Investments PLC
("ADI" or the "Company")

Issue of Equity, Directorate Change, Change of Adviser, Update & Suspension

Issue of Equity

Alexander David Investments PLC (AIM:ADI), an investing company which focuses on special opportunities, with a particular focus on the basic resources and oil and gas sectors, announces that it has agreed to issue 155,070,000 new ordinary shares of 0.01 pence each (the "New Shares") in the Company to Planwise Group Ltd. ("Planwise") at a price of 0.1p per share (the "Subscription Price") in consideration for a portfolio of investments in Main Market quoted companies in the basic resources and oil and gas sectors, which are valued at £155,070 (the "Transaction").

The composition of the portfolio is in line with the Company's investing policy.

The Company intends to sell the portfolio in order to realise cash for the Company to be used for working capital purposes.

The Transaction is conditional on, inter alia, the New Shares being admitted to trading on AIM (the "Share Admission"). Application for the New Shares has been made to the London Stock Exchange and the New Shares will, when issued, rank pari passu with the existing ordinary shares in the Company. The Share Admission is expected to occur on or around 1 May 2013.

Following the Transaction, the so enlarged issued share capital of the Company will comprise 598,284,189 ordinary shares of 0.01 pence each and Planwise will be a substantial shareholder in the Company, holding 155,070,000 ordinary shares, representing approximately 25.9 per cent. of the Company's enlarged issued share capital.

Directorate Change

Mr Christopher William Rourke, aged 45, and Mr Andrew Mark Gutmann, aged 43, will be appointed as directors of the Company with effect from the Share Admission. Mr Rourke will become Chairman of the Company on appointment.

Mr Rourke is the head of Corporate Finance at Beaufort International Associates Limited ("Beaufort"). Christopher has over 20 years of global financial markets experience. Originally from Canada, his 17-year career in London has involved Investment Banking (including at UBS and Bank of Montreal Nesbitt Burns) and co-founding a Private Equity boutique (India and London Real Estate focus). He holds a Bachelor of Commerce degree from McGill University, Montreal, Canada, and is a Chartered Financial Analyst.

Mr Gutmann is the head of Capital Markets at Beaufort. He specialises in fundraising for small and micro-cap companies. He has worked for a number of institutions and has over 15 years' experience in the City.

The following disclosure on Mr Rourke has been made pursuant to Schedule 2(g) of the AIM Rules for Companies.

Current directorshipsPast directorships (in past 5 years)
Brightman Rourke LLPNone
RKG Capital LLP

The following disclosure on Mr Gutmann has been made pursuant to Schedule 2(g) of the AIM Rules for Companies.

Current directorshipsPast directorships (in past 5 years)
NoneNone

With effect from the Share Admission, Mr Norman Lott and Mr Michael Hicks will resign as directors of ADI and Mr Percy Lomax will step down as Chairman and will, together with David Scott, continue on the board as Non-Executive Director.

Change of Adviser

The Company announces that Beaufort has been appointed as the Company's sole broker with effect from the Share Admission.

Update

The Company is in early stage discussions with Planwise in relation to a possible transaction ("Possible Transaction").

Any share consideration paid by the Company in relation to the Possible Transaction would be valued at the Subscription Price with the number of ordinary shares to be issued being dependent on the valuation ascribed to the Possible Transaction. If such transaction were to be consummated, it would comprise a reverse takeover under the AIM Rules for Companies, and would therefore be subject, inter alia, to shareholder approval. There can, however, be no certainty that the Possible Transaction will be consummated.

Suspension

Pending the outcome of discussions between the Company and Planwise, the Company has requested that its ordinary shares be temporarily suspended from trading on AIM pursuant to AIM Rule 14. Accordingly, suspension will take effect from 7:30 a.m. today.

A further announcement will be made in due course.

ENQUIRIES:

Alexander David Investments PLC
Percy Lomax
+44 (0) 20 7448 9821
Nominated Adviser
Cairn Financial Advisers LLP
Liam Murray/Avi Robinson
+44 (0) 20 7148 7900
Broker
Alexander David Securities Limited
David Scott/Bill Sharp
+44 (0) 20 7448 9821



This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: Alexander David Investments PLC via Thomson Reuters ONE

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