Chalkstream investment Company plc

April 30, 2013 03:00 ET

Statement re application to ISDX Growth Market


The  Directors  of  Chalkstream Investment Company Plc ("the Company") are pleased  to  announce  that  the
Company has applied for an introduction to the ISDX Growth Market.

The intended start of dealing date is 17 May 2013.

The  Company  has  applied to admit its entire issued share capital. The Company  currently  has  in  issue
475,000,000  Ordinary  shares  of GBP 0.001 each pursuant to a subscription  which  raised  GBP475,000  and
intends  to  issue  a further 330,000,000 Ordinary Shares pursuant to a placing to raise GBP330,000  before

On admission the Company will have 805,000,000 Ordinary Shares of £0.001 each in issue.

1. Introduction

Chalkstream Investment Company plc is a newly incorporated company established by the Directors as an  ISDX
Growth  Market  company.  The  Directors  believe  that  there  are  a  number  of  potentially  attractive
opportunities  within  small and medium size enterprises in the UK with strong management  and  significant
growth  opportunities and have decided to seek an ISDX Growth Market trading facility for a new  investment
company that will look to make either a reverse acquisition or an investment in due course focusing on this

The Company has not yet commenced trading but will commence its investment strategy on Admission.

2. Strategy

The  Directors  intend  to  acquire an established unquoted business that  they  consider  to  have  strong
management and significant growth opportunities focused on the service sector in the UK. The Directors will
also seek to target businesses that would benefit from having access to the capital markets.

The  Directors intend to review acquisition and investment opportunities as they arise with their advisers.
The  Directors are committed to seeking prior Shareholder approval for any substantive acquisition once the
terms have been negotiated and finalised.

If required the Directors propose to raise additional funding and broaden the Shareholder base either prior
to or at the same time as the Company carries out any substantive acquisition or investment.

All  expenditure  by the Company shall be kept to a minimum until a substantial acquisition  is  made.  The
Directors  will  not be remunerated until a substantial investment or acquisition has been  completed.   At
that  time the remuneration of the Directors shall be reviewed and suitable remuneration arrangements shall
be agreed with the Directors and any new persons appointed to the Board.

The  Directors  will  use their experience to identify appropriate targets, carry  out  due  diligence  and
negotiate acquisitions and investments.

It  is intended that the day-to-day management of companies that are acquired by the Company will remain in
the hands of existing management where that is considered appropriate.

3. Investment criteria

The Directors' investment criteria are:

* to acquire a controlling interest in a small to medium sized private  company  in  the  UK  with  strong 
management and significant growth opportunities;

* the product and/or service provided by the target companies should have growth potential;

* the  target  companies  should be or have the potential to be profitable  and/or  have  significant asset 
* management should have a proven track record; and

* the  owners  of  the   business   should accept  a significant part   of   the   consideration   for   any 
acquisition in Ordinary Shares or other securities issued by the Company.
The  Board will keep Shareholders informed of the Company's developments and are committed to seeking prior
Shareholder approval for any substantive acquisition once the terms have been negotiated and finalised. The
Directors intend, upon the Company making a successful acquisition, to re-consider the constitution of  the
Board and to make any necessary changes in order to meet the needs of the Company going forward.

If  the  Company  has  not  made a material investment within one year following  Admission  it  will  seek
Shareholders' approval for the further pursuit of the investment strategy. If the Company fails to complete
any  acquisition as outlined above within 24 months from the date of the start of trading  on  ISDX  Growth
Market a resolution will be proposed for a members' voluntary liquidation of the Company (pursuant to  Part
IV  of  the Insolvency Act 1986) and the return of funds (after payment of the expenses and liabilities  of
the Company) to the Shareholders pro rata to their respective shareholdings.

4. Directors

Robert Ware (aged 58) - Non-Executive Chairman

Robert  served as a director of Development Securities plc between 1988 and 1994 and filled  the  roles  of
joint managing director and finance director in the latter stage of his tenure. In 1994, he left to take up
the position of managing director of Dunton Group PLC, where he stayed until November 1996.

In  June  1997 Robert joined MEPC (MEPC Holding UK and its subsidiaries). Robert served first as  corporate
development director and then as deputy chief executive of MEPC between June 1997 and June 2003.  MEPC  was
the fourth largest property company quoted on the London Stock Exchange until September 2000 when Leconport
Estates, a company jointly owned by clients of Hermes Pensions Management Limited and GE Real Estate,  took
the  company  private.  Robert was a key member of the management team, which was incentivised  to  achieve
various targets set by Leconport Estates, such targets being met successfully.

Robert  is  currently  Chief  Executive  of The Conygar Investment Company  PLC,  an  AIM  quoted  property
investment  and development company formed by Robert and members of the ex-MEPC team.  He is  non-executive
director  at  Tarsus  Group  plc, Terra Catalyst Fund, Marwyn Value Investors  Ltd  and  Marwyn  Management
Partners plc.

Dominic Buch (aged 29) - Executive Director

After obtaining a politics degree at Edinburgh University Dominic joined Numis Securities Plc ("Numis")  in
September 2006.

At Numis he was subsequently promoted from analyst to a Director of the company's highly rated Media Equity
Research  team.  During his five and half years with Numis Dominic developed strong analytical,  modelling,
forecasting  and valuation skills and developed and maintained strong relationships with both institutional
clients and companies.

5. The Placing

The  Company is proposing to issue 330,000,000 Placing Shares at £0.001 per Placing Share pursuant  to  the
Placing to raise £330,000 before expenses. Applications have been received from Placees in respect  of  all
the Placing Shares.

The  Placing, which has not been underwritten or guaranteed, is conditional, inter alia, on Admission.  The
Placing Shares will rank, on issue, pari passu in all respects with the existing issued Ordinary Shares.

Following  Admission,  the  cash held by the Company will be used, in part,  as  working  capital  for  the
operating costs of the Company in order to seek out and research potential acquisitions and investments.

Operating costs will be maintained at the minimum level consistent with the Company's status as a  publicly
quoted  company.  The  Company will not acquire significant premises of its own  or  engage  any  full-time
employees  before making a significant investment or acquisition. The Directors will seek to  conserve  the
Company's resources.

6. Reasons for Admission

The Directors believe that the benefits of the ISDX Growth Market trading facility include:

*       the ability to enter into negotiations with vendors of businesses or companies, to whom the issue
        of publicly traded shares as consideration is potentially more attractive than the issue of shares 
        in an equivalent private company for which no trading facility exists;
*       the ability to raise further funds in the future,  either  to  enable a proposed acquisition to be
        completed and/or to raise additional working or development  capital  for  the  Company  once  the 
        acquisition has been completed; and
*       the ability to attract high quality Directors and employees by offering share options.

The  Directors  consider  that  the  ability to grant options over ISDX  Growth  Market  quoted  shares  is
potentially more attractive to Directors and employees than the grant of options over unquoted shares.

The  Directors are of the opinion that the Company has sufficient funds necessary for the Company to  carry
out its business plan, identify and carry out due diligence on potential acquisition and investment targets
and to provide working capital for the Company's initial operations in line with its corporate strategy  as
set out in the Company's Admission Document which is available on the ISDX website.

7. Admission to the ISDX Growth Market

The  share capital of the Company is not presently listed or dealt in on any stock exchange. An application
will  be made for the Company's issued Ordinary Shares to be quoted on the ISDX Growth Market. Dealings  in
the Ordinary Shares are expected to commence on or around 17 May 2013. It is emphasised that no application
is  being  made  for the admission of these securities to trading on AIM or the Official  List  of  the  UK
Listing Authority.

The  Company  has  entered  into  appropriate arrangements with one or more Primary  Information  Providers
approved  by  the  Financial Services Authority to disseminate regulatory information to the  market.  Such
information  is  also  available to private investors through the internet at  and  via  other
licensed internet vendors.

Any  individual wishing to buy or sell ISDX Growth Market shares must trade through a stockbroker regulated
by the FSA, as the market cannot deal directly with the public.


The  Company's  Articles permit the Company to issue shares in uncertificated form in accordance  with  the
Uncertificated  Securities  Regulations 2001. Application has been made  for  the  Ordinary  Shares  to  be
admitted to CREST upon start of trading on the ISDX Growth Market.


Alfred  Henry  Corporate Finance Limited is acting as the Corporate Advisor for the  Company,  and  can  be
contacted at:

5-7 Cranwood Street
Telephone: +44 (0)20 7251 3762

Corporate Broker
Peterhouse Corporate Finance Limited
Guy Miller and Peter Greensmith
Tel:  +44 (0)20 7220 9796

The Directors of the Company accept responsibility for this announcement.

30 April 2013

Contact Information

  • Chalkstream investment Company plc