TIDMMDS
RNS Number : 3795S
Midas Capital PLC
18 May 2009
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18 May 2009
MIDAS CAPITAL PLC
("Midas" or the "Company")
PROPOSED RESTRUCTURING, PROPOSED MANAGEMENT INCENTIVE PLAN AND NOTICE OF GENERAL
MEETING: POSTING OF SHAREHOLDER CIRCULAR
Midas Capital plc, the AIM quoted company encompassing Fund Management, Wealth
Management and Corporate Services, announces that the following is the text of a
letter sent to shareholders on 16 May 2009 as part of a Circular:
"To Shareholders and, for information purposes only, to holders of options over
Ordinary Shares
Dear Shareholder
Proposed Restructuring, Proposed Management Incentive Plan and Notice of General
Meeting
1. Introduction
The Company announced on 26 March 2009 that it had reached agreement in
principle with Bank of Scotland plc (the "Bank") on the terms of a proposed
capital restructuring of the Company's bank facilities (the "Restructuring").
The Restructuring is conditional, amongst other things, on the approval of
Shareholders.
I am therefore writing to you today:
(i) to provide further details of the Restructuring, including the
background to, and the reasons
for, the Restructuring;
(ii) to explain why the Directors unanimously consider the Restructuring
to be in the best
interests of the Company and its Shareholders as a
whole; and
(iii) to seek your support for, and approval of, the Restructuring.
A summary of the principal terms and conditions of the Restructuring is set out
in paragraph 3 of this letter with further detail set out in Part III of the
Circular.
As announced on 26 March 2009, your Board is also proposing (subject to
Shareholder approval) to introduce a new performance-based management incentive
plan following completion of the Restructuring with the aim of incentivising key
employees and ensuring that the interests of those key employees and
Shareholders are closely aligned. I am therefore also writing to you today to
provide further details on this new incentive plan (as set out in paragraph 8 of
this letter).
Your approval of the Restructuring and the Management Incentive Plan is being
sought at a General Meeting of the Company to be held at 10:30 a.m. on 3 June
2009 at the offices of Travers Smith LLP at 10 Snow Hill, London EC1A 2AL,
notice of which meeting is set out at the end of the Circular. A summary of the
action you need to take is set out in paragraph 11 of this letter and on the
Form of Proxy that accompanies the Circular. If the Restructuring Resolution is
passed at the General Meeting on 3 June 2009, completion of the Restructuring is
expected to take place on or around 4 June 2009.
2. Background to and reasons for the Restructuring
As the credit crisis has deepened since September 2008, the Board has become
concerned about the Company's level of debt in the face of a possibly prolonged
economic downturn. In addition, the steep fall in financial markets over recent
months, together with the rate of redemptions which the Group's funds have
experienced, has resulted in a decline in the Group's assets under management
and advice and as a consequence its associated revenues.
Following the merger with Midas Capital Partners Ltd in March 2008, the Group
had funds under management and advice of approximately GBP2.8 billion and an
outstanding loan with the Bank of GBP40.0 million. As at 31 March 2009, funds
under management and advice had fallen to approximately GBP1.9 billion, with a
loan outstanding with the Bank of GBP36.5 million. This reduction in funds under
management and advice has reduced the Group's operating profits and, as a
consequence, restricts the Company's ability to service its debt in the future.
Your Board concluded that the Group's current capital structure, and in
particular its level of debt, is no longer sustainable, although those Group UK
subsidiaries undertaking fund management activities have been trading, and
continue to trade, profitably (in particular, given that there is no
cross-collateralisation between the net debt of the Group and the Company's
subsidiaries).
Following the announcement made on 13 February 2009, when the Company announced
a waiver of its loan covenants by the Bank and that it intended to seek to
restructure its borrowing arrangements with the Bank, the Company has reached
agreement in principle with the Bank on the terms of a proposed restructuring of
its bank facility with a view to proposing a debt for equity exchange.
The Restructuring is intended to result in a suitable new capital structure for
the business by addressing the negative impact of the Company's debt on the
Group's business. The Restructuring will also permit the Ordinary Shares to
continue to trade on AIM, whilst retaining the possibility of value for equity
holders. The proposed new capital structure should enable the Group to focus on
reorganising its business, improving the Group's investment performance and
maintaining its level of client service.
3. Principal terms and conditions of the Restructuring
Currently, the Bank's loan to the Group stands at GBP36.5 million.
On completion of the Restructuring, the Bank has agreed to convert GBP24.5
million of the GBP36.5 million owed to it into:
(i) 12,242,594 new Ordinary Shares (representing 17.5 per cent. of the
Company's issued ordinary share
capital as at completion of the
Restructuring (enlarged so as to include any Ordinary Shares the
subject of Vested LTIP Options as at completion of the Restructuring)); and
(ii) GBP14.0 million of cumulative redeemable Preference Shares (please
refer to paragraph 2.3 in Part
III of the Circular for further
detail). No application will be made for the Preference Shares to be
admitted to trading on AIM.
The balance of the monies owing to the Bank will be refinanced by the Bank into
a new senior debt facility of GBP12.0 million with an interest rate of 4.0 per
cent. per annum above LIBOR and mandatory costs and repayable in instalments
with the final repayment being due four years from the date of first utilisation
under the new facility agreement.
On completion of the Restructuring, the Bank will also be granted an "at par"
warrant under which it shall be entitled to subscribe for such number of further
new Ordinary Shares as will, when aggregated with the new Ordinary Shares
referred to in (i) above, represent, in aggregate, up to 19.99 per cent. of the
Company's issued ordinary share capital as at completion of the Restructuring
(enlarged so as to include any Ordinary Shares the subject of Vested LTIP
Options as at completion of the Restructuring, the new Ordinary Shares to be
issued on completion of the Restructuring and the Ordinary Shares to be issued
under the warrant), subject to adjustment in certain circumstances as described
below.
The "at par" warrant will only be exercisable on: (i) a change of control of the
Company, or (ii) a sale of the whole or substantially the whole of the Group's
assets and businesses (each an "Exit").
Under the terms of the warrant, if either: (i) GBP2.5 million in nominal value
of the Preference Shares have not been redeemed by the Company out of the
proceeds of a fresh issue of Ordinary Shares by 30 September 2011; or (ii)
before that date, GBP2.5 million in nominal value of the Preference Shares have
not been redeemed by the Company out of the proceeds of a fresh issue of
Ordinary Shares, and the warrant is exercised on an Exit and the Preference
Shares are not redeemed in full on that Exit, the Bank may on exercise of the
warrant subscribe for an additional number of Ordinary Shares representing up to
a further 10.0 per cent. of the Company's issued ordinary share capital as at
completion of the Restructuring (enlarged on the basis described above) (giving
the Bank an aggregate holding of 29.99 per cent.). Please refer further to
paragraph 5.2 of Part III of the Circular which sets out the expected issued
share capital of the Company should the Bank exercise its warrant in full in
these circumstances.
The Preference Shares will accrue dividends at an annual rate of 10.0 per cent.
above LIBOR (as determined on the first Business Day of each relevant period) on
their nominal value of GBP1.00 which will be rolled up annually and only be
payable on redemption of the Preference Shares (or earlier if the Directors so
resolve). It is intended that on completion of the Restructuring, the Company
will investigate and, if it considers it appropriate, seek to put in place
hedging arrangements such that all or part of the annual coupon on the
Preference Shares will effectively be fixed for a period.
Except with the consent of the Bank, no dividends may be paid on the Ordinary
Shares until the Preference Shares have been redeemed in full. In the event that
any such dividend is paid on the Ordinary Shares, the holder of the warrant will
be entitled to receive an amount equal to the dividend it would have received
had it exercised the warrant immediately prior to the payment of the dividend on
the Ordinary Shares.
The Preference Shares will be redeemable in whole or in part at the option of
the Company at any time but will have a final redemption date of the earliest
of: (i) the expiry of 7 years from the date of their issue; (ii) a change of
control of the Company (being an acquisition by a person, together with persons
acting in concert (as defined in the Code) with him of more than 50 per cent. of
the Ordinary Shares); or (iii) a sale of the whole or substantially the whole of
the Group's assets and businesses. On any return of capital, the holders of the
Preference Shares will be entitled to receive, before any return or
consideration is paid to holders of Ordinary Shares, an amount equal to the
nominal value of the Preference Shares and any accrued preference dividend.
For so long as it continues to hold Preference Shares, the Bank will have veto
rights in respect of certain specified material decisions, including
acquisitions, disposals and new equity raisings (although there will be no veto
rights over the terms on which new equity of up to GBP2.5 million is raised to
pay down the first GBP2.5 million in nominal value of the Preference Shares
provided the Bank's equity position is, as a result of such equity raising, not
diluted to a number of Ordinary Shares representing less than 17.5 per cent. of
the Ordinary Shares in issue (including those which are the subject of Vested
LTIP Options) as at completion of the Restructuring (taking into account the new
shares issued pursuant to such equity raising)). The Bank will also have access
and information rights and the right to appoint a non-executive Director or
observer to the Board and, subject to obtaining any applicable regulatory
consents, any subsidiary of the Company. Certain of these rights will also be
assignable to any other bank or financial institution (not being a fund manager,
private equity fund or hedge fund) which becomes the holder of a majority of the
Preference Shares.
Completion of the Restructuring is conditional, inter alia, upon the following:
(i) all necessary approvals and authorisations being granted by Shareholders
for the implementation of the
Restructuring, including approving
resolutions to sub-divide the existing Ordinary Shares, to authorise the
allotment of Ordinary Shares and the warrant to the Bank on a non pre-emptive
basis, to create and
authorise the allotment to the Bank of the
Preference Shares and to amend the Articles; and
(ii) the Financial Services Authority and the Guernsey Financial Services
Commission having approved the
changes relating to control of the
relevant subsidiaries of the Company (where required).
4. Effect of the Restructuring on the Group
The Restructuring is intended to result in a suitable new capital structure for
the business. The Restructuring will also permit the Company's Ordinary Shares
to continue to trade on AIM.
The longer term track record of each of the Group's main operating businesses
has been very strong. The Group will focus for the future on providing each of
the business units and management teams with the platform around which the
businesses can flourish.
5. Information on the Group
Summary
Midas is the holding company of the fund management, wealth management and
corporate services group trading under the Midas, Miton, iimia and Intelli brand
names. The original business of the Group, then called iimia plc, was formed in
2001 by two legal firms in Exeter and a team of financial services industry
professionals to provide investment management services to private investors and
small institutions.
Since the original business was formed, the Group's management has pursued a
growth strategy (both organic and through acquisition) to build the Group by
focusing on developing its investment services division. During 2003 and 2004,
the original business acquired three IFA businesses. Thereafter:
* in August 2004, the original business reversed into Exeter Investment Group plc,
an investment management and third party funds administration business with
funds under management of approximately GBP180 million;
* in September 2005, the Group acquired Intelli Corporate Finance Limited, a
corporate finance advisory company specialising in the asset management and
closed-end fund sectors;
* in July 2006, the Group sold its third party funds administration business for
cash, realising a GBP9.2 million profit;
* in August 2007, the Group acquired John K Miln, an IFA with more than GBP200
million of funds under advice;
* in October 2007, the Group completed a merger with MitonOptimal, a multi-manager
investment management business with over GBP360 million of funds under
management; and
* in March 2008, the Company completed a merger with Midas Capital Partners Ltd, a
multi-manager investment management business with over GBP1.6 billion of funds
under management.
These acquisitions have enabled the Group to expand geographically and in the
range and scale of the activities which it undertakes.
The Group now operates through three divisions: fund management (operating under
the "Midas" and "Miton" brands), wealth management (operating under the "iimia"
brand) and corporate services (operating under the "Intelli" brand).
The Group currently has over 130 employees, with offices in Exeter, Liverpool,
London, Reading, Edinburgh, Northampton, Bournemouth, Falmouth, Plymouth and
Cape Town (South Africa). It also has a presence in Guernsey and Hong Kong.
As at 31 March 2009, the Group had funds under management and advice of
approximately GBP1.9 billion.
The Ordinary Shares were admitted to trading on AIM in August 2004. As at 31
March 2009, approximately 40 per cent. of the Ordinary Shares were held by the
Directors and Group employees.
Fund Management
The fund management division, operating as "Midas" and "Miton", manages the
Group's open-ended and closed-end investment funds. The Group adopts a
multi-asset/multi-manager approach with an asset allocation style to investing,
and invests in both open-ended and closed-end funds. As at 31 March 2009, the
division had funds under management of approximately GBP1.4 billion.
The fund management division was transformed in October 2007 and March 2008 with
the mergers of the Company with MitonOptimal and Midas Capital Partners
respectively. This broadened the division's fund range, with the addition of
well-established sales teams and distribution outlets on several platforms, and
significantly increased the funds under management.
The fund range currently comprises eleven UK-domiciled open-ended funds, one
Guernsey-domiciled open-ended fund and four Guernsey-domiciled open-ended feeder
funds, one South African-domiciled open-ended fund and two UK investment trusts.
Of the UK-domiciled open-ended funds, which represented 81.3 per cent. of the
fund management division's funds under management at 31 March 2009, four were in
the top quartile (and of those, two were in the top decile) of their IMA sectors
over the periods since launch to 31 March 2009. CF Miton Special Situations
Portfolio, with assets of approximately GBP189 million as at 31 March 2009,
reached its 11th anniversary at the end of 2008 and was ranked in the top decile
of its IMA sector over the one, three and five year periods to 31 March 2009 and
since launch in 1997.
A number of the Group's investment funds qualify for performance fees (as at 31
March 2009, approximately 12.0 per cent. of the fund management division's funds
under management qualified for performance fees, which compares with
approximately 43.7 per cent. as at 31 December 2007). The ability to earn
performance fees depends on relative movements in LIBOR, the market and cash
inflows.
Wealth Management
Having initially been built through a series of acquisitions, this division was
restructured in 2005. In August 2007, John K Miln was acquired adding further
strength to the Group's franchise in the South West of England. This business
has now been successfully integrated.
The wealth management division provides comprehensive, fee-based financial
planning services, including investment advice and discretionary portfolio
management services, to private clients, charities, self-invested personal
pensions and trusts. The division now has approximately 1,800 discretionary
clients and over 17,000 advisory clients.
As at 31 March 2009, the wealth management division had funds under management
and advice of approximately GBP0.5 billion. Part of the wealth management
division's strategy is to convert its investment advisory mandates into
discretionary investment management mandates, thereby creating a more stable
revenue stream.
Corporate Services
When Intelli was acquired by the Company in 2005, its principal focus was
corporate finance advice to asset management businesses and closed-end
investment funds.
The corporate services division's revenues are principally transaction fee
based. However, the division has benefited from the introduction of a broking
service in 2006, using iimia plc's London Stock Exchange membership to trade as
Intelli Stockbrokers. As well as providing stockbroking services and share
dealing in the closed-end fund sector, this area now has 14 retained closed-end
fund clients, which has increased the division's recurring revenues.
The more difficult conditions in the closed-end fund sector, particularly for
fund raisings, prevalent last year are expected to continue this year. However,
Intelli is well positioned to minimise the impact of these conditions on its
revenues with its dual sector focus.
6. Current trading and prospects of the Group
The difficult economic environment continues to make trading conditions
challenging; however, net redemptions for the year to date are lower than
expected and, subject to the Restructuring completing, the Board views the
prospects of the Group with increasing confidence. The Group held approximately
GBP5.3 million in cash as at 1 May 2009 and Group funds under management and
advice as at 31 March 2009 were approximately GBP1.9 billion.
In the year to 31 December 2008, the Group had unaudited turnover of GBP31.0
million and unaudited Normalised PBT of GBP2.8 million.
The Group's 2008 audited consolidated financial statements are expected to be
published following completion of the Restructuring and available for approval
at the annual general meeting of the Company to be held in late June 2009.
7. Board changes
Simon Edwards stepped into the Group CEO role in September 2008 on the departure
of the previous Group CEO. Following announcement of the in principle agreement
with the Bank relating to the Restructuring, Simon decided to focus solely on
managing the Midas fund management activities based in Liverpool. Accordingly,
he has left the board of the Company and has reverted to his previous role of
Chief Executive of Midas Capital Partners Limited, a wholly owned subsidiary of
the Company.
I will continue to fulfil my role of Executive Chairman and will cover the CEO
responsibilities until a replacement for Simon is found.
As part of an ongoing process of widening the executive roles on the Board, Tony
Moore has been appointed a Director of the Company as Chief Financial Officer.
He has been Group Director of Finance since March 2004 and previously worked for
Channel Four Television Corporation and Associated Advertising and Marketing
Group after qualifying as a Chartered Accountant with Spicer and Pegler.
8. Management Incentive Plan
In order to retain and attract key employees following the Restructuring, Midas
intends to adopt the Management Incentive Plan. The plan will provide for the
grant of options over Ordinary Shares to participants selected by the
Remuneration Committee in its absolute discretion. The plan will be subject to a
limit on the number of Ordinary Shares that may be issued pursuant to its rules.
In particular, the number of Ordinary Shares issued or capable of being issued
pursuant to the Management Incentive Plan from time to time, when added together
with the number of Ordinary Shares issued or capable of being issued pursuant to
Unvested LTIP Options (on or following completion of the Restructuring) may not
exceed the Maximum Plan Allocation.
The grant of options under the Management Incentive Plan will dilute all
shareholders on a pro-rata basis, including the Bank in respect of its combined
position under its holding of Ordinary Shares and its right to subscribe for
Ordinary Shares under its warrant.
Implementation of the Management Incentive Plan is subject to Shareholder
approval and is conditional on completion of the Restructuring. A description of
the principal terms of the Management Incentive Plan is provided in Part V of
the Circular.
9. Additional information
Your attention is drawn to the additional information set out in Part III of the
Circular and the risk factors set out in Part II of the Circular.
10. General Meeting
Set out at the end of the Circular is a notice convening a General Meeting of
Midas Capital plc to be held at the offices of Travers Smith LLP at 10 Snow
Hill, London EC1A 2AL at 10:30 a.m. on 3 June 2009. At the General Meeting, the
Restructuring Resolution will be proposed to approve and implement the
Restructuring and to authorise the Directors to give effect to the Restructuring
and a resolution will also be proposed to implement the Management Incentive
Plan.
The Restructuring Resolution will be proposed as a special resolution which
means that in order for it to be passed, at least three-quarters of the votes
cast must be in favour of the resolution. In summary, the Restructuring
Resolution seeks to:
(a) subdivide and reclassify each of the issued and the authorised but
unissued Ordinary Shares into one
Ordinary Share of 0.1 pence each
and one Deferred Share of 9.9 pence each;
(b) increase the authorised share capital of the Company from GBP25,000,000
to GBP39,000,000 by the creation
of 14,000,000 Preference Shares of
GBP1.00 each;
(c) grant to the Directors the authority to allot relevant securities up to
an aggregate nominal amount of
GBP14,024,724 in connection with the
Restructuring;
(d) give the Directors authority to allot equity securities for cash
pursuant to the general authority
conferred by the resolution set
out in sub-paragraph 1(c) of the Notice of General Meeting without
first being required to offer such securities to existing Shareholders. This
authority is limited to the
allotment of equity securities up to an
aggregate amount of GBP14,024,724 in connection with the
Restructuring and will expire on 31 August 2009 (unless it has been previously
renewed, varied or
revoked by the Company in general meeting); and
(e) adopt new Articles incorporating certain changes necessary to give
effect to the Restructuring.
Resolution 2 in the Notice of General Meeting seeks the approval by Shareholders
of the Management Incentive Plan and is conditional on the Restructuring
Resolution occurring. Resolution 2 is proposed as an ordinary resolution which
means that, in order for it to be passed, more than half of the votes cast must
be in favour of the resolution.
11. Action to be taken
Shareholders will find enclosed with the Circular a Form of Proxy to be used in
connection with the General Meeting. It is important to us that our shareholders
have the opportunity to vote even if they are unable to come to the GM. If you
are unable to come to the GM you can use the enclosed Form of Proxy to nominate
someone else to come to the GM and vote for you (this person is called a proxy).
You can, if you wish, nominate me to vote on your behalf in accordance with your
instructions. To appoint a proxy or proxies you need to send back the Form of
Proxy enclosed with the Circular to the Registrar (at Capita Registrars
(Proxies), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU) as soon as
possible and in any event so as to arrive no later than 10:30 a.m. on 1 June
2009, being 48 hours before the time appointed for holding the meeting.
If you hold your Shares in uncertificated form (i.e. in CREST) you may appoint a
proxy by completing and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by the
Registrar (under CREST participant ID RA10), in each case by no later than 10:30
a.m. on 1 June 2009, being 48 hours before the time appointed for holding the
meeting. Unless the Form of Proxy is received by the date and time specified
above, it will be invalid.
Completion and posting of the Form of Proxy or completing and transmitting a
CREST Proxy Instruction will not preclude you from attending and voting in
person at the GM if you wish to do so.
12. Recommendation
The Board has received financial advice from Kinmont in relation to the proposed
Restructuring. In giving its financial advice to the Board, Kinmont has relied
on the Directors' commercial assessment of the proposed Restructuring.
The Board considers that the proposed Restructuring is in the best interests of
all Midas' Shareholders taken as a whole and unanimously recommends that you
vote in favour of the Restructuring Resolution to be proposed at the General
Meeting.
Furthermore, the Independent Directors consider that the proposed Management
Incentive Plan is in the best interests of all Midas' Shareholders taken as a
whole and unanimously recommend that you vote in favour of the resolution to
approve the Management Incentive Plan to be proposed at the General Meeting.
The Directors, Simon Edwards, Martin Gray, Gordon Neilly and Hiscox plc have
each irrevocably undertaken to vote in favour of the Restructuring Resolution in
respect of all of their own beneficial holdings, amounting in aggregate to
17,072,405 Ordinary Shares (which represents approximately 29.8 per cent. of the
Company's issued share capital as at today's date).
Yours sincerely
Colin Rutherford
Executive Chairman"
DEFINITIONS
The following terms have the following meanings throughout this announcement
unless the context otherwise requires:
+--------------------------------+---------------------------------------+
| GBP | the lawful currency of the United |
| AIM | Kingdom |
| | the AIM market of the London Stock |
| | Exchange |
+--------------------------------+---------------------------------------+
| Articles | the Company's articles of |
| | association, as amended from time to |
| | time |
+--------------------------------+---------------------------------------+
| Bank | Bank of Scotland plc |
+--------------------------------+---------------------------------------+
| Board or Board of Directors or | the Company's board of directors |
| Directors | |
+--------------------------------+---------------------------------------+
| Capita Registrars | a trading name of Capita Registrars |
| | Limited |
+--------------------------------+---------------------------------------+
| Circular | the shareholder circular posted to |
| | shareholders today |
+--------------------------------+---------------------------------------+
| Code | the City Code on Takeovers and |
| | Mergers |
+--------------------------------+---------------------------------------+
| CREST | the relevant system (as defined in |
| | the CREST Regulations) for paperless |
| | settlement of share transfers and the |
| | holding of shares in uncertificated |
| | form in respect of which Euroclear UK |
| | & Ireland is the operator (as defined |
| | in the CREST Regulations) |
+--------------------------------+---------------------------------------+
| CREST Manual | the rules governing the operation of |
| | CREST consisting of the CREST |
| | Reference Manual, the CREST |
| | International Manual, the CREST |
| | Central Counterpart Service Manual, |
| | the CREST Rules, the CREST Operations |
| | Manual and the CREST Glossary of |
| | Terms, each as amended from time to |
| | time |
+--------------------------------+---------------------------------------+
| CREST Regulations | the Uncertificated Securities |
| | Regulations 2001 (S.I. 2001.3755), as |
| | amended from time to time |
+--------------------------------+---------------------------------------+
| Deferred Shares | the valueless deferred shares of 9.9p |
| | each in the capital of the Company to |
| | be created by the sub-division of |
| | each of the existing issued and |
| | authorised but unissued Ordinary |
| | Shares of 10p each into one Ordinary |
| | Share of 0.1p and one Deferred Share |
| | of 9.9p |
+--------------------------------+---------------------------------------+
| Exit | a change of control of the Company or |
| | a sale of the whole or substantially |
| | the whole of the Group's assets and |
| | businesses |
+--------------------------------+---------------------------------------+
| Financial Services Authority | the Financial Services Authority of |
| or FSA | the UK |
+--------------------------------+---------------------------------------+
| Form of Proxy | the form of proxy for use at the |
| | General Meeting |
+--------------------------------+---------------------------------------+
| General Meeting or GM | the general meeting of the Company to |
| | be held at 10:30 a.m. on 3 June 2009 |
| | to approve the Resolutions |
+--------------------------------+---------------------------------------+
| Group | Midas and its subsidiaries (construed |
| | in accordance with section 1261 |
| | Companies Act 2006) and "Group |
| | Company" shall be construed |
| | accordingly |
+--------------------------------+---------------------------------------+
| Independent Directors | Lord Wade of Chorlton, Adrian Collins |
| | and Nicholas Hamilton |
+--------------------------------+---------------------------------------+
| Kinmont | Kinmont Limited, authorised and |
| | regulated by the Financial Services |
| | Authority with number 188821 |
+--------------------------------+---------------------------------------+
| LIBOR | the London Interbank Offered Rate for |
| | sterling deposits for either 3 or 6 |
| | months, at the Company's discretion |
+--------------------------------+---------------------------------------+
| Lloyds Banking Group | Lloyds Banking Group plc and its |
| | subsidiaries (construed in accordance |
| | with section 1261 Companies Act 2006) |
| | from time to time |
+--------------------------------+---------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
+--------------------------------+---------------------------------------+
| LTIP | the existing Midas Capital plc |
| | (formerly the iimia Investment Group |
| | plc) Long Term Incentive Plan adopted |
| | by the Company on 27 September 2006 |
+--------------------------------+---------------------------------------+
| Midas or the Company | Midas Capital plc |
+--------------------------------+---------------------------------------+
| Management Incentive Plan | the new performance-based management |
| | incentive plan proposed to be |
| | implemented by the Company |
| | conditional upon completion of the |
| | Restructuring and the approval of |
| | Shareholders, further details of |
| | which are set out in Part V of the |
| | Circular |
+--------------------------------+---------------------------------------+
| Maximum Plan Allocation | 15 per cent. of the Ordinary Shares |
| | in issue immediately following |
| | completion of the Restructuring |
| | (enlarged to include all Vested LTIP |
| | Options outstanding on completion of |
| | the Restructuring and the Ordinary |
| | Shares to be issued to satisfy the |
| | minimum entitlement under the |
| | warrant) |
+--------------------------------+---------------------------------------+
| Normalised PBT | profit before tax including other |
| | income but before exceptional items |
| | and amortisation |
+--------------------------------+---------------------------------------+
| Notice of General Meeting | the notice of General Meeting which |
| | appears at the end of the Circular |
+--------------------------------+---------------------------------------+
| Ordinary Shares | ordinary shares of 10 pence each in |
| | the capital of the Company or, |
| | following completion of the |
| | Restructuring, ordinary shares of 0.1 |
| | pence each in the capital of the |
| | Company |
+--------------------------------+---------------------------------------+
| Preference Shares | cumulative redeemable preference |
| | shares of GBP1.00 each in the capital |
| | of the Company, details of which are |
| | set out in Part III of the Circular |
+--------------------------------+---------------------------------------+
| Registrar | Capita Registrars |
+--------------------------------+---------------------------------------+
| Restructuring or the Proposed | the proposed capital restructuring of |
| Restructuring | the Company's bank facilities with |
| | the Bank, details of which are set |
| | out in the Chairman's letter and |
| | further details are set out in Part |
| | III of the Circular |
+--------------------------------+---------------------------------------+
| Restructuring Resolution | the resolution numbered "1" |
| | pertaining to the Restructuring as |
| | set out in the Notice of General |
| | Meeting |
+--------------------------------+---------------------------------------+
| Resolutions | the Restructuring Resolution and the |
| | resolution to approve the Management |
| | Incentive Plan |
+--------------------------------+---------------------------------------+
| Shareholder(s) | holders of Ordinary Shares and |
| | Deferred Shares |
+--------------------------------+---------------------------------------+
| UK or United Kingdom | United Kingdom of Great Britain and |
| | Northern Ireland |
+--------------------------------+---------------------------------------+
| Unvested LTIP Options | those options over Ordinary Shares |
| | granted under the LTIP which have not |
| | yet vested in accordance with its |
| | rules, which as at 14 May 2009 (being |
| | the last practicable date prior to |
| | the despatch of the Circular) was |
| | 638,901 in aggregate |
+--------------------------------+---------------------------------------+
| Vested LTIP Options | those options over Ordinary Shares |
| | granted under the LTIP which have |
| | vested, but have not yet been |
| | exercised, which as at 14 May 2009 |
| | (being the last practicable date |
| | prior to the despatch of the |
| | Circular) was 379,167 in aggregate |
+--------------------------------+---------------------------------------+
ENDS
CONTACT
For further information, please contact:
Colin Rutherford, Executive Chairman, Midas
07768 053 054
Roland Cross, Director, Broadgate
020 7726 6111
Richard Vaughan/Matt Stoate, Kinmont
020 7087 9100
(Financial Advisor to Midas)
James Steel, Arbuthnot Securities Limited
020 7012 2000
(Nominated Advisor and Broker to Midas)
Web: www.midascapitalplc.com
Kinmont Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial advisor to the Company in
relation to the matters referred to in this announcement and no one else and
will not be responsible to any other person for providing the protections
afforded to clients of Kinmont or for providing advice in relation to the
matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
REPGUURAAUPBGQA
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