Information  X 
Enter a valid email address

First London Securities plc (FLSP)


Wednesday 05 March, 2008

First London Securities plc


                First London Securities plc acquires Torus IB plc
                        ("FIRST LONDON" OR "THE COMPANY")

                       £26 MILLION ACQUISITION OF TORUS IB

The  Board of First London, the PLUS-quoted investment banking, merchant banking
and  asset management business, is pleased to announce the acquisition of  Torus
IB plc ("Torus") for 26 million shares at £1 per share ("the Shares").

Torus IB plc is the holding company of a suite of boutique investment management
companies  which  invest  in and manage investments in the  financial  services,
healthcare, natural resources and technology sectors.


  ·    First London to pay £26m for Torus;

  ·    Torus' investments in the US asset management sector are particularly
       synergistic with First London's existing business;

  ·    The acquisition will boost the Group's balance sheet - Torus made profits
       of £14.1m to 31 December, 2007; and

  ·    This is the Company's first acquisition since it joined PLUS in October
       2007, laying solid foundations for further growth organically or by acquisition.

Torus  is  an historically profitable business - during the year to 31  December
2007  year  profits  after tax jumped by 74% to £14.1m from £8.1m  the  previous
year.  As  well as significantly strengthening the Group's balance sheet,  Torus
brings  with  it  a  wealth  of experience in the investment  management  arena,
specializing in a number of key areas.

CEO  of  First London, Guy Saxton, commented "We are delighted to have completed
our  first  acquisition  since coming to PLUS. Our plans  have  always  been  to
consolidate across key business areas and to grow via acquisition.

"The  acquisition of Torus is the first of several strategic transactions  which
First London intends to carry out over the coming 12 months, and is accretive to
shareholder  value.  Torus' investments in the US asset  management  sector  are
particularly synergistic with our existing business."


First  London  also  announces that is has issued 1,000,000 ordinary  shares  to
create  a joint venture in  Dallas, USA  and 1,000,000 ordinary shares to create
a  joint  venture in Sydney, Australia. A further 132,000 ordinary  shares  were
issued to the final shareholder consenting to the acquisition of Athanor Capital
Partners Limited which is now owned 100%.


The Company announced in its admission document that it intended to institute  a
share  option scheme in respect of 10% of the outstanding share capital  of  the
Company from time to time ("Scheme").  Options under the Scheme ("Options")  may
be  granted  to  executives,  directors  and  consultants.  The  directors  have
determined  to  issue  8,300,000 Options pursuant to the Scheme  which  will  be
issued  for  a five year period ("Period") at the mid market price  on  4  March
2008,  68p.  A table of the shareholdings and options holdings of the  directors
and  shareholders holding more than 3% is attached.   It should  be  noted  that
2,600,000  of  the Options will be issued to the management of  Torus.   In  the
event  of any reduction in the price paid for Torus this number will be  reduced
proportionately.   Following the acquisition of Torus there will  be  89,000,000
shares in issue and assuming full consideration 8,300,000 Options in issue.   In
the  event that a change of control of the company occurs during the Period  the
option  price will be reduced by 80% if the change of control occurs in  the  12
months following the issue of the options, 60% in the succeeding 12 months,  40%
in  the  succeeding 12 months and 20% during the penultimate year of the Period.
Existing share options issued to professional advisors will be adjusted to  rank
pari passu with these Options.


The  terms of the acquisition will result in First London issuing 26,000,000 new
ordinary  shares  dependent on the delivery of completion accounts  showing  net
assets  of  Torus  of £26 million. This equates to 29.21% of the  then  enlarged
issued share capital of the Company.

Pursuant  to  the closing of the transaction and the issue of  the  shares,  the
following shareholders will hold more than 3% of the issued share capital  based
on 89,000,000 ordinary shares:

                                        Number of
                                         shares                Percentage

Condor Ventures Limited                 21,000,000               23.59%
Huntfield Investments Limited            4,000,000                4.49%
Channel Island Hotels & Properties Ltd   2,000,000                2.24%
Atlantic Law (Nominees) Ltd              2,848,055                3.20%
WB Nominees    Limited                   6,000,000                6.74%
Beme Capital Limited                     5,330,000                5.98%
Innovation Capital Limited               4,524,000                5.08%

Directors Holdings :

Name                          Number of shares           Shareholding(%)          Options

Robert Barker                             0                       -               300,000
Andrew Greystoke                    997,465                      1.12%            600,000
Magnus Gittins                            0                       -               300,000
Nicola Jenkins                            0                       -               300,000
Bernard Ross                              0                       -               300,000
Theresa Dowling Phillips                  0                       -               300,000
Guy Saxton                        1,000,000                      1.12%          1,000,000
Andrew Turner                     1,000,000                      1.12%          1,000,000

TOTAL                             2,997,465                      3.36%          4,100,000


First London Securities plc                            Tel: 020 7451 2466
Guy Saxton

Axiom Capital Limited                                  Tel: 020 8455 0011
David Sinclair

Bishopsgate Communications Ltd                         Tel: 020 7562 3350
Nick Rome

The Directors of First London Securities plc accept responsibility for this

a d v e r t i s e m e n t