Information  X 
Enter a valid email address

First London Securities plc (FLSP)


Wednesday 22 October, 2008

First London Securities plc


For immediate release: 22 October 2008

                                FIRST LONDON PLC
                        ("First London" or "the Company")

             Completion of Material Transaction ("the transaction")
                  Acquisition of Bahrain Capital International

First  London, the international merchant banking and asset management  business,
today  announces  that it has acquired international investment  house,  Bahrain
Capital  International  Inc. ("Bahrain Capital") having received  all  necessary
regulatory approvals.

Following  the transaction the enlarged group will incorporate Bahrain Capital's
advisory  and investment management operations, through the establishment  of  a
new  wholly  owned  subsidiary company, First London Capital (FLC).   This  will
become the enlarged group's regulated investment arm for operations in the  Gulf
and  will  provide  corporate  advisory and investment  management  services  to
clients in Gulf Cooperation Council (GCC) countries.

Bahrain  Capital  currently  offers the following  services  to  its  GCC  based
clients: investment in European real estate; the management of and investment in
global  logistics businesses (including industrial estates, retail and  business
parks);  Sharia  compliant  investment strategies,  and  wealth  management  and
investment banking services.

Under  the terms of the transaction, First London has acquired 100% of the share
capital  of  Bahrain  Capital in return for the issuance of 92,872,725  ordinary
shares and 5,236,274 options exerciseable at 88p per share until 14 October 2011
to  the  shareholders of Bahrain Capital International.  The combined group  has
tangible net assets at closing in excess of £85m or 47p per share.  As  part  of
the  contract  Bahrain Capital will contribute a minimum of US $1.2  billion  of
gross  assets  under management to the business and appoint two members  to  the
board of First London PLC.

Guy  Saxton, Chief Executive of First London commented: "Over the past 30  years
Bahrain  has  firmly established itself as the financial hub of the Middle  East
and  as  such  we  believe it is an ideal base for us to develop  our  business.
Bahrain  Capital has both the financial muscle and a network of contacts,  which
will  help  us achieve our goal of creating a new global investment house.   The
synergies  are  clear.   We  are both focused on modern,  high  growth  emerging
markets, but deliberately adopt the ethos of traditional merchant banks; in  the
belief that long term-relationships will in future prove more valuable than  the
transactional  only  relationships of the recent past.  The  deal  will  enhance
earnings  and will significantly increase Group profitability.  We are  also  in
the position to make further earnings enhancing acquisitions in due course."


Under  Rule  9  ("Rule 9") of the Takeover Code, when any person,  or  group  of
persons  acting  in  concert, acquires an interest in shares which,  when  taken
together with an interest in shares already held by him or an interest in shares
held or acquired by persons acting in concert with him, carries 30 per cent.  or
more  of  the voting rights of a company which is subject to the Takeover  Code,
that  person  is  normally  obliged to make a  general  offer  in  cash  to  all
shareholders  at the highest price paid by him or any person acting  in  concert
with him within the preceding 12 months.

Rule 9 also provides that if any person, together with persons acting in concert
with him, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of a company which is subject to the Code but does not hold
shares  carrying more than 50% of such voting rights, and such  person,  or  any
person  acting  in  concert with him, acquires an interest in any  other  shares
which  increases the percentage of shares carrying voting rights in such company
in  which  he is interested, that person is normally required to make a  general
offer  in cash to all shareholders in the company at the highest price  paid  by
him  or  any  person acting in concert with him for an interest in  such  shares
within the preceding 12 months.

The Takeover Panel (the "Panel") can grant a dispensation from the provisions of
Rule  9  on the basis that over 50 per cent. of the shareholders of the Company,
excluding  persons  connected  with the offer or  any  associated  company  (the
"Independent Shareholders") pass an ordinary resolution on a poll (a  "Whitewash
Resolution") approving such a waiver. The Panel also has the power to waive  the
requirement  for  a  Whitewash Resolution to be put to the shareholders  of  the
Company at a general meeting where Independent Shareholders holding more that 50
per  cent  of  the  Company's shares capable of being voted on  such  resolution
confirm in writing that they would vote in favor of a Whitewash Resolution  were
one  to  be  put to the shareholders of the Company at a general  meeting.   The
Company  has  obtained such written conformation from over 50 per  cent  of  the
Independent  Shareholders  and  the  Panel has  waived  the  requirement  for  a
Whitewash Resolution.


The  terms  of  the acquisition result in First London issuing  92,872,725  new
ordinary  shares  and  5,236,274 warrants at 88p per share.  The  new  ordinary
shares issued may only be directly or indirectly disposed of for one year  with
the Company's consent. Thereafter an orderly market provision applies to 10% of
the  new  shares  per  annum. The shareholders of "Bahrain Capital"  will  also
receive  additional consideration should the total contribution  to  EBITDA  of
business contributed by those shareholders be in excess of $12,000,000 for  any
of the first three years after completion. The Company shall issue such sellers
additional  consideration shares at a price equal to the average closing  price
of  Company's  ordinary  shares  for the  period  of  30  days  prior  to  such
determination, equal to the aggregate EBITDA excess for such year. In  addition
First  London  has  issued 7,999,999 new ordinary shares to  the  First  London
Employee  Benefit  Plan.  These  shares  will  be  allocated  to  the  plan  to
incentivise existing and additional key management that the Company anticipates
hiring  in the future. The above transactions have the following effect  on  3%
shareholders  and  Directors' shareholdings. The Company  now  has  189,536,183
shares in issue:

                               Number of shares         Percentage
Condor Ventures Limited              21,000,000           11.07%
WB Nominees Limited                   6,000,000            3.16%
Mirison Invest & Finance Inc         92,872,725           49.00%
First London Employee Benefit Plan    7,999,999            4.22%

Directors' Holdings:

Name                           Number of shares         Percentage   Options

Robert Barker                                 0              -       300,000
Theresa Dowling Phillips                      0              -       300,000
Guy Saxton                            1,000,000            0.52%   1,000,000
Andrew Turner                         1,000,000            0.52%   1,000,000
Andrew Cosentino                              0              -        50,000
Nicholas Chance                               0              -             0
Tim Yeo                                       0              -             0

TOTAL                                 2,000,000            1.04%   2,650,000

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

For further information please visit or contact:

First London plc                        Tel: 020 7451 2466

Axiom Capital Limited                   Tel: 020 8455 0011

Tavistock Communications                Tel: 020 7920 3150                                                                              

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