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First London Plc (FLSP)


Wednesday 06 May, 2009

First London Plc

Restructure Proposals - Offer and Suspension U...



On  1  April 2009, trading in the shares of First London plc ("First London"  or
"the  Company") was suspended at the request of the Company, pending news  of  a
material  transaction.  The Directors are pleased to announce that  negotiations
in  respect of this transaction continue and further announcements will be  made
in due course.

In advance of the conclusion of these discussions, the Directors have decided to
proceed  with previously considered plans and change the corporate structure  of
First  London,  with the intention to create a new Isle of Man incorporated  and
tax resident holding company. The proposals will be effected by putting in place
First London Group plc   ("New First London") as the new holding company for the
group  by  way of a share-for-share offer on a 1 for 11 basis ("the Offer")  for
the entire issued ordinary share capital  of the Company.

Following  completion  of  the Offer, there will be no  substantive  changes  to
corporate  governance  and investor protection measures  nor  to  the  effective
economic value and voting rights of shareholders.

It  is anticipated that the Company will procure irrevocable written acceptances
for  the  Offer from shareholders representing at least 90% of the issued  share
capital  which  will negate the need for a full offer timetable under  the  City
Code  of Takeovers and Mergers.  All shareholders will thereafter be invited  to
accept  the  Offer and if they do not the Company has undertaken to acquire  the
minority under Part 28 of the Companies Act 2006.

New  First London will continue to be governed by the City Code on Takeovers and

Following  this reorganisation the shares of New First London will be traded  on
PLUS  quoted  although the suspension will continue pending further developments
in respect of the material transaction.


First London plc                                  Tel: 020 7451 2466
Andrew Turner

Axiom Capital Limited                             Tel: 020 8455 0011
David Sinclair

Tavistock Communications                          Tel: 020 7920 3150
John West

The  Directors of First London plc accept responsibility for the content of this

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