IRF European Fin Investments Ltd
09 June 2006
IRF European Finance Investments Limited
(A Development Stage Enterprise)
Annual Accounts
31 December 2005
Statement of Directors' responsibilities in respect of the annual accounts
The Directors are responsible for preparing annual accounts for each financial
year which present fairly the financial position and the performance of the
Company in accordance with applicable law and regulations.
They have elected to prepare the annual accounts in accordance with IFRSs as
adopted by the EU.
In preparing these annual accounts, the Directors:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted
by the EU; and
• prepare the annual accounts on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping proper accounting records that
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that its annual accounts comply with
applicable laws and regulations. They have general responsibility for taking
such steps as are reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
KPMG Audit Plc
8 Salisbury Square
London
EC4Y 8BB
Report of the independent auditors to the Board of Directors of IRF European
Finance Investments Limited
We have audited the annual accounts of IRF European Finance Investments Limited
('the Company') for the period ended 31 December 2005 which comprise the income
statement, the balance sheet, the cash flow statement, the statement of changes
in equity and the related notes. These accounts have been prepared under the
accounting policies set out therein. The Company's Directors are responsible
for the preparation of the accounts in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the EU. Our
responsibility is to express an opinion on these accounts based on our audit
conducted in accordance with International Standards on Auditing (UK and
Ireland) and our profession's ethical guidance.
This report has been prepared, on terms that have been agreed, for the Company
and the Company's Directors, as a body, solely in connection with their wish to
have audited accounts. Our audit work has been undertaken so that we might
state to the Company's Directors, as a body, those matters that we have agreed
to state to them in our report, in order to assist the Company to meet its
obligations under the AIM Rules to procure such a report and for no other
purpose. This report was designed to meet the agreed requirements of the
Company's Directors determined by their needs at the time. This report should
not therefore be regarded as suitable to be used or relied on by any party
wishing to acquire rights against us other than the Company or the Company's
Directors, as a body, for any purpose or in any context. Any party other than
the Company or the Company's Directors who obtains access to this report or a
copy and chooses to rely on this report (or any part of it) will do so at its
own risk. To the fullest extent permitted by law, KPMG Audit Plc assumes no
responsibility and will accept no liability in respect of our audit work, this
report or the opinions we have formed to any other party.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the accounts. It also includes an assessment of the significant
estimates and judgements made by the Directors in the preparation of the
accounts, and of whether the accounting policies are appropriate to the
Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the accounts are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the accounts.
Opinion
In our opinion the accounts give a true and fair view, in accordance with IFRSs
as adopted by the EU, of the state of the Company's affairs as at 31 December
2005 and of its loss for the period then ended and have been properly prepared
in accordance with the accounting policies described therein.
KPMG Audit Plc
Chartered Accountants
Registered Auditor
Income statement
for the 4 month period from incorporation (8 September 2005) to 31 December
2005
Note
4 month period
ended 31 December
2005
€
Administrative expenses (72,441)
Operating loss (72,441)
Financial income 5 5,533
Financial expenses 5 (1,328,617)
Net financing costs (1,323,084)
Loss before tax (1,395,525)
Taxation 6 -
Loss after tax for the period (1,395,525)
Results per share (€)
Basic 12 (0.05)
Diluted 12 (0.05)
The results above relate to continuing operations.
Statement of recognised income and expense
for the 4 month period from incorporation (8 September 2005) to 31 December
2005
4 month period
ended 31 December
2005
€
Loss for the period (1,395,525)
Total recognised income and expense for the (1,395,525)
period
Balance sheet
At 31 December 2005
Note 2005 2005
€ €
Current assets
Trade and other receivables 9 5,309
Restricted cash held in Trust 7, 13 210,294,081
Cash and cash equivalents 2,206,324
Total current assets 212,505,714
Current liabilities
Related party notes payable 10, 15 17,276
Trade and other payables 10 152,550
Compound instrument 8, 13 203,426,153
Total current liabilities 203,595,979
Net assets 8,909,735
Equity
Share capital 11 71,418
Warrant reserve 11 10,233,842
Retained earnings 11 (1,395,525)
Total equity 8,909,735
These annual accounts were approved by the Board of Directors on 9 June 2006 and
were signed on its behalf by:
Georgios Kintis
Director
Cash flow statement
for the 4 month period from incorporation(8 September 2005) to 31 December 2005
Note 2005
€
Cash flows from operating activities
Loss for the period (1,395,525)
Adjustments for:
Financial expense 5 1,328,421
Operating loss before changes in working capital and provisions (67,104)
Increase in trade and other receivables 9 (5,309)
Increase in trade and other payables 10 169,172
Increase in notes payable 655
Net cash generated from operating activities 97,414
Cash flows from investing activities
Restricted cash placed in Trust 7 (209,493,368)
Net cash flow from investing activities (209,493,368)
Cash flows from financing activities
Gross proceeds from initial public offering 11 228,538,219
Payment of costs of initial public offering 11 (16,950,225)
Proceeds from the issue of share capital 11 14,284
Proceeds from shareholders loans and advances 10, 15 237,133
Repayments of shareholders loans and advances 10, 15 (237,133)
Net cash from financing activities 211,602,278
Net increase in cash and cash equivalents 2,206,324
Cash and cash equivalents at 8 September 2005 -
Cash and cash equivalents at 31 December 2005 2,206,324
Notes
(forming part of the accounts)
1 Organisation and business operations
IRF European Finance Investments Ltd. (the 'Company') was incorporated in
Bermuda on 8 September 2005 as a company with the main objective of acquiring an
operating business in the financial services industry. The offering circular
for the Company's initial public offering (the 'Offering') was declared
effective on 7 November 2005. The Company consummated the Offering on 14
November 2005 and received proceeds of €228,538,219 (US$275,000,040) before
offering expenses. The Company's management has broad discretion with respect to
the specific application of the net proceeds of the Offering, although
substantially all of the net proceeds of the Offering are intended to be
generally applied toward consummating a business combination with a company that
is engaged in the financial services industry (a 'Business Combination').
€209,493,368 (US$252,083,370) of the net proceeds of the Offering were placed in
a trust account (the 'Trust Fund') to be held there until the earlier of the
completion of a Business Combination, the exercise by any person who acquired
common shares and warrants at the offering (a 'New Shareholder') of his
repurchase rights or the distribution of such funds to the New Shareholders.
Under the agreement governing the Trust Fund, funds will only be invested in
United States government securities having a maturity of 180 days or less. The
market value of investments held in Trust amounted to €210,294,081
(US$253,046,867) at 31 December 2005. The remaining net proceeds received from
the Offering, may be used to pay for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative
expenses.
The Company, after signing a definitive agreement for the acquisition of a
target business, will submit such transaction for shareholder approval. All of
the Company's shareholders prior to the Offering, which include all of the
Officers and Directors of the Company ('Founding Shareholders'), have agreed to
vote their 11,458,335 founding shares of common stock in accordance with the
vote of the majority in the interest of the New Shareholders of the Company with
respect to the Business Combination. After consummation of a Business
Combination, these voting provisions will no longer be applicable.
If a business combination has not been consummated within 18 months (or within
24 months if a letter of intent or definitive agreement was entered into prior
to the end of the 18 month period or unless extended by majority shareholder
approval) after the effective date of the initial registration statement, funds
held in the Trust account will be returned to the shareholders of the Company.
2 Basis of preparation
The following accounting policies have been applied consistently in dealing with
items which are material in relation to the financial information of IRF
European Finance Investments Limited set out in this report.
The annual accounts are presented in Euros, the functional currency of the
Company and are prepared on the historical cost basis except that financial
instruments are recorded at their fair value.
Judgements made by the Directors, in the application of these accounting
policies that have significant affect on the annual accounts and estimates with
a significant risk of material adjustment in the next year are discussed in
note 13.
Statement of compliance
The accounts have been prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ('Adopted IFRSs') and
effective at the reporting date.
3 Accounting policies
The accounting policies set out below have been used to prepare the annual
accounts on pages 3 to 17.
Use of estimates
Estimates and associated assumptions used in the preparation of the accounts are
based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making judgments about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.
Offering costs
Offering costs consist principally of legal and underwriting fees related to the
offering and incurred up to the offering date of 14 November 2005. These costs
have been charged to equity after receipt of the proceeds raised on the issue of
capital.
Loss per share
Loss per share is computed by dividing net loss by the weighted-average number
of shares outstanding during the period.
Trade and other receivables
Trade and other receivables are stated at their nominal amount (discounted if
material) less impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank
overdrafts that are repayable on demand and form an integral part of the
Company's cash management are included as a component of cash and cash
equivalents for the purpose only of the statement of cash flows.
Impairment
The carrying amounts of the Company's assets are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such
indication exists, the asset's recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in the income statement.
Trade and other payables
Trade and other payables are recognized initially at fair value and subsequently
measured at amortised cost. Trade payables are classified as current
liabilities unless the Company has an unconditional right to defer settlement of
the liability for at least twelve months after the balance sheet date.
Restricted cash held in Trust
Cash held in Trust is recorded at market value at the balance sheet date.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated at
the foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the income statement. Non-monetary
assets and liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date of the
transaction. Non-monetary assets and liabilities denominated in foreign
currencies that are stated at fair value are translated at foreign exchange
rates ruling at the dates the fair value was determined.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax
is recognised in the income statement except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the period,
using tax rates enacted or substantively enacted at the balance sheet date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used
for taxation purposes. The following temporary differences are not provided for:
the initial recognition of goodwill; the initial recognition of assets or
liabilities that affect neither accounting nor taxable profit other than in a
business combination, and differences relating to investments in subsidiaries to
the extent that they will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected manner of realisation
or settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset can be
utilised.
Classification of financial instruments issued by the Company
In accordance with IAS 32, financial instruments issued by the Company are
treated as equity (i.e. forming part of shareholders' funds) only to the extent
that they meet the following two conditions:
(a) they include no contractual obligations upon the Company to deliver cash or
other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the Company; and
(b) where the instrument will or may be settled in the Company's own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the Company's own equity instruments or is a
derivative that will be settled by the Company's exchanging a fixed amount
of cash or other financial assets for a fixed number of its own equity
instruments.
To the extent that this definition is not met, the proceeds of issue are
classified as a financial liability and recorded at the discounted fair value of
the liability. Where the instrument so classified takes the legal form of the
Company's own shares, the amounts presented in these annual accounts for called
up share capital and share premium account exclude amounts in relation to those
shares.
The shares issued on 14 November 2005 at the Company's initial public offering
are considered to be a financial instrument that contains both equity and
financial liability components. These components are separated and accounted
for individually under the above policy. The finance cost on the financial
liability component is correspondingly higher over the life of the instrument.
The debt portion of the compound instrument was recognised initially at fair
value, calculated as the original sum paid into the Trust, plus interest for two
years at the same rate as that earned during the period then discounted to its
present value at a rate representing the cost of borrowing a similar amount
secured on the Trust assets. The fair value is then increased to the amount due
over the two year period via an interest charge to the income statement. Rates
used are reassessed in each accounting period.
The equity portion of the compound instrument was calculated as the proceeds on
issue of shares (net of issue costs) less the amount calculated as the debt
portion of the instrument. The equity total was then allocated between the
equity accounts by recognising the nominal value of the shares in share capital,
and the remainder in the warrant reserve representing the equity portion of the
contributed surplus paid for the warrants.
The debt portion of the compound instrument is classified as a current liability
because although the amount is payable at the latest after 24 months from the
date of the offering if no business combination has taken place, if the business
combination does take place within one year, the liability will be reallocated
to equity and the Company does not have an unconditional right to defer
settlement for longer than 12 months.
Finance payments associated with financial liabilities are dealt with as part of
finance expenses. Finance payments associated with financial instruments that
are classified in equity are dividends and are recorded directly in equity.
Investments in debt and equity securities
Restricted cash held in Trust represents amounts invested in short-term treasury
bills which are recorded at market value. These funds will be held in Trust
until the earlier of the completion of a business combination, the exercise by a
New Shareholder of his Repurchase Rights or the distribution of such funds to
the New Shareholders. Income on these investments is recorded in the restricted
cash account and as an additional liability within the compound instrument.
Derivative financial instruments
Derivative financial instruments
Derivative financial instruments are recognised at fair value. The gain or loss
on remeasurement to fair value is recognised immediately in profit or loss,
except as described above.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition,
interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the income statement over
the period of the borrowings on an effective interest basis.
Segment reporting
A segment is a distinguishable component of the Company that is engaged either
in providing products or services (business segment), or in providing products
or services within a particular economic environment (geographical segment),
which is subject to risks and rewards that are different from those of other
segments. At this time the Company has only one segment which is investment
business in Europe.
Adopted IFRS not yet applied
The following Adopted IFRSs were available for early application but have not
been applied by the Company in these annual accounts:
• IFRS 7 'Financial instruments: Disclosure' applicable for years
commencing on or after 1 January 2007
The application of IFRS 7 in 2005 would not have affected the balance sheet or
income statement as the standard is concerned only with disclosure. The Company
plans to adopt it in 2006.
4 Staff numbers and costs
The Company had no employees other than the Directors during the period. No
salaries were paid to the Directors for the period.
5 Finance income and expense
2005
€
Net exchange gain 5,533
Financial income 5,533
Interest on compound instrument 1,328,421
Bank charges 196
Financial expenses 1,328,617
Interest on the compound financial instrument represents the charge for the
period to increase the book value of the liability from its initial fair value
to the amount payable on the due date.
6 Taxation
Recognised in the income statement
2005
€
Current tax expense -
Current period -
Deferred tax expense -
Origination and reversal of temporary differences -
Benefit of tax losses recognised -
Total tax in income statement -
Reconciliation of effective tax rate
2005
€
Loss before tax (1,395,525)
Tax using the Bermudan corporation tax rate of 0% -
Non-deductible expenses -
Tax exempt revenues -
Effect of tax losses utilised/generated -
Under / (over) provided in prior years -
Total tax in income statement -
7 Other financial assets
2005
€
Current assets
Restricted cash held in Trust 210,294,081
210,294,081
€209,493,368 (US$252,083,370) of the net proceeds of the Offering were placed in
a trust account (the 'Trust Fund') to be held there until the earlier of the
completion of a Business Combination, the exercise by any person who acquired
common shares and warrants at the offering (a 'New Shareholder') of his
repurchase rights or the distribution of such funds to the New Shareholders.
Under the agreement governing the Trust Fund, funds will only be invested in
United States government securities having a maturity of 180 days or less. The
balance is recorded at market value including interest and movements in the
value of investments at the balance sheet date. The market value of investments
held in Trust amounted to €210,294,081 (US$253,046,867) at 31 December 2005.
8 Other financial liabilities
2005
€
Current liabilities
Compound financial instrument 203,426,153
203,426,153
The compound financial instrument represents the present value of the cash held
in Trust, including estimated interest, which will be payable to shareholders
within 24 months following the date of the offering if no qualifying business
combination has occurred.
9 Trade and other receivables
2005
€
Other trade receivables and prepayments 5,309
5,309
10 Trade and other payables
2005
€
Amounts payable to related parties 17,276
Trade and other payables 152,550
11 Capital and reserves
Reconciliation of movement in capital and reserves
Share Warrant Retained Total Equity
capital reserve earnings
€ € € €
Balance at 8 September 2005 - - - -
Total recognised income and expense for the - - (1,395,525) (1,395,525)
period
Issue of common stock to initial stockholders 14,284 - - 14,284
Issue of shares on offering, net of offering 57,134 10,233,842 - 10,290,976
costs
Balance at 31 December 2005 71,418 10,233,842 (1,395,525) 8,909,735
On 15 September 2005, 8,000,000 common shares, having a par value of $0.0015
each, were issued for a total consideration of $12,000 and the authorized share
capital was increased to 136,500,000 common shares of $0.0015 each. On 4
November 2005, a further 3,458,335 common shares of $0.0015 were issued for a
total consideration of $5,187.50 and the authorized share capital was increased
to $148,958,355 common shares of $0.0015 each.
On 14 November 2005, the Company sold 45,833,340 units in the Offering at a
price of $6.00 per Unit, generating gross offering proceeds of $275,000,040
(€228,538,220). Each Unit consisted of one share of the Company's common stock
(the 'Common Stock'), and two warrants ('Warrants'). Each Warrant entitles the
holder to purchase from the Company one share of Common Stock at an exercise
price of $5.00 per share. Each warrant will become exercisable on the earlier
of (i) our completion of a business combination which, when combined with all of
our previous business combinations, has an aggregate transaction value of at
least 50 per cent of the initial amount placed in Trust together with such funds
as are deposited in the Trust fund following the stabilization period (a '
Qualified Business Combination') and (ii) where a business combination has
occurred but a Qualified Business Combination is not completed within 18 months
after admission, or within 24 months after admission if a letter or intent,
agreement in principle or definitive agreement has been signed by the Company
during the initial 18 month period but such acquisition has not been
consummated, or unless extended by majority shareholder approval (the date by
which such Qualified Business Combination has to occur in any of these
circumstances being the 'Extended Date'),the relevant date shall be the extended
date and will expire on the earlier of redemption or the date that is four years
after the admission date.
The proceeds received on issue have been allocated between debt and equity
according to IAS 32. The total allocated to equity has been allocated to share
capital based on the nominal value of the shares, and the remainder to the
warrant reserve representing the equity portion of the contributed surplus paid
for the warrants.
Share capital
Preference shares of Common
$0.0001 each shares
In thousands of shares 2005 2005
At 8 September 2005 - -
Issued for cash - 57,292
In issue at 31 December 2005 - fully paid - 57,292
2005 2005
$ €
Authorised
148,958,355 common shares of $0.0015 each 223,438 185,687
2,500,000 preference shares of $0.0001 each 250 208
223,688 185,895
Allotted, called up and fully paid
57,291,675 common shares of $0.0015 each 85,938 71,418
Nil preference shares of $0.0001 each - -
85,938 71,418
Proceeds from shares in issue (net of offering 211,602,278
costs)
Shares classified as liabilities at date of offering 201,297,018
Shares classified in shareholders funds - share 71,418
capital
Shares classified in shareholders funds - warrants 10,233,842
reserve
211,602,278
The holders of common shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share on a poll at meetings of the
Company.
During the period the Company issued 57,291,675 common shares for a
consideration of €228,552,504 (before offering costs), settled in cash.
The Company is authorised to issue 2,500,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.
Shareholders voting against a business combination will be entitled at the time
they vote against such business combination either to exercise their repurchase
rights if the business combination is approved and completed or to maintain
their interest in the Company.
Loss per share
Basic and diluted loss per share
The calculation of basic loss per share at 31 December 2005 is based on the net
loss attributable to common shareholders of €1,395,525 and a weighted average
number of common shares outstanding during the period ended 31 December 2005 of
28,134,141, calculated as follows:
Weighted average number of common shares
Number of
shares
Issued common shares at 8 September 2005 -
Effect of shares issued on 15 September 2005 7,508,772
Effect of shares issued on 4 November 2005 1,729,168
Effect of shares issued on 14 November 2005 18,896,201
28,134,141
Financial instruments
Interest rate and exchange rate risk
In managing interest rate and currency risks the Company aims to reduce the
impact of short-term fluctuations on the Company's earnings. Over the
longer-term, however, permanent changes in foreign exchange and interest rates
would have an impact on earnings.
Effective interest rates analysis
In respect of income-earning financial assets and interest-bearing financial
liabilities, the following table indicates their effective interest rates at the
balance sheet date and the periods in which they mature or, if earlier, are
repriced.
2005
Effective 0 to
Interest rate Total < 1 year
% €000 €000
Restricted cash - held in Trust 2.97 210,294 210,294
Compound financial instrument 5.0 (203,426) (203,426)
(liability)
(9,074) (9,074)
Fair values
The fair values together with the carrying amounts shown in the balance sheet
are as follows:
Carrying amount Fair
value
2005 2005
€000 €000
Restricted cash held in Trust 210,294 210,294
Compound financial instrument (liability) (203,426) (203,426)
(9,074) (9,074)
Unrecognised (losses) / gains -
Restricted cash held in Trust is recorded at fair value based on the market
value of investments at the balance sheet date as notified by the bank. The
initial fair value of the compound financial instrument was calculated as the
original sum paid into the Trust, plus interest for 2 years at the same rate as
that earned during the period (2.97%) then discounted to its present value at a
rate of 5% representing the cost of borrowing a similar amount secured on the
Trust assets, estimated to be the base rate plus 0.5%. The fair value is then
increased to the amount due over the two year period via an interest charge to
the income statement.
12 Lease commitments
An affiliated company of the Chairman has agreed to provide services (including
office space, utilities and secretarial support) to the Company. The Company
has agreed to pay $10,000 per month for these services until a business
combination takes place.
13 Related parties
Identity of related parties
Directors and Executive Officers
Angeliki Frangou Chairman and Director
Andreas Vgenopoulos Deputy Chairman and Director
Georgios Kintis Chief Executive Officer and Director
Sheldon Goldman Director
John Karakadas Director
Alexander Meraclis Director
Dennis Malamatinas Director
Nicos Koulis Deputy Chief Executive Officer
Transactions with key management personnel
Directors of the Company and their immediate relatives control 31.81 per cent of
the voting shares of the Company.
Other related party transactions
Mrs Frangou, a Director and Founding Shareholder, has committed to providing
funds to cover the initial costs of the AIM Admission. These funds are provided
on a draw down basis. During the period, €237,133 was drawn down and paid back
to the Founding Shareholder. This balance bears no interest. The balance due
at 31 December 2005 was repaid on 30 May 2006.
14 Events after the balance sheet date
On 31 May 2006, the Company announced that it had entered into a definitive
agreement with Antonios Athanasoglou and Ilias Lianos to acquire between 28
percent and 30 percent of the issued share capital of Proton Investment Bank SA
('Proton') for between €120.1 million and €128.5 million.
Completion of the Acquisition constitutes a reverse takeover under AIM Rules and
is conditioned on approval of the Company's shareholders.
The Acquisition will constitute a 'Qualified Business Combination' under the
Company's bye-laws.
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