Tue, 11/09/2007 - 06:59
Integrated Asset Management has completed the acquisition of the 49.9% of Attica Holdings UK Limited (Attica) it did not already own. Attica is the 100% owner of the fund management company Integrated Alternative Investments Limited (formerly Attica Alternative Investments Limited. As a result, Attica is now a 100% owned subsidiary.
When the acquisition of the initial 50.1% interest in Attica was concluded, the vendor, Sal Oppenheim Jr. & Cie SCA (formerly known as Sal. Oppenheim International SA), and the Company entered into a put and call option agreement in respect of the 49.9% of the issued shares of Attica not then acquired by Integrated. This agreement gave Sal. Oppenheim a put option through to October 2007 and then gave Integrated a call option shortly thereafter. Integrated and Sal. Oppenheim have now agreed to a variation of this agreement whereby Integrated have purchased the residual 49.9% of Attica not previously acquired at the price previously agreed for the exercise of either the put or the call option.
The consideration for this acquisition is EUR4.99million (GBP3.38million) to be paid in cash on 31 December 2007.
In addition, Integrated confirms that it has paid Sal. Oppenheim a further EUR2.28million (GBP1.54million) in cash as an earn-out payment in satisfaction of certain performance criteria relating to assets introduced by Sal Oppenheim to Attica and/or Integrated from the date of the announcement of the original acquisition until the anniversary of its closure. During this period, the assets introduced and invested by Sal. Oppenheim with Attica and Integrated have amounted to a gross figure of EUR186million (GBP126million. This makes a total consideration for the 100% of Attica of EUR12.28million GBP8.31million).
The audited profit on ordinary activities before taxation for Attica for the period from acquisition, 8 August 2006, to 31 December 2006 was GBP0.6million.
Since Sal Oppenheim holds 28.39% of the issued share capital of the Company the acquisition of the remaining 49.9% of Attica, but not the earn-out payment, constitutes a related party transaction under the AIM Rules. The Directors, other than Mr Bierbaum and Baron von Oppenheim who abstained from considering this transaction having been appointed to the board of the Company at the request of Sal Oppenheim, following consultation with Noble & Company Limited, the Company's Nominated Adviser, consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Emanuel Arbib, Chief Executive of Integrated, stated: 'We are delighted to have completed the acquisition of the remaining stake in Attica. Not only has the acquisition been earnings enhancing for our Group, but it has strengthened our relationship with Sal. Oppenheim, which has become one of our largest clients, and further developed our capabilities within the alternative investment arena. We view this acquisition as evidence of the success of the integration of Attica and look forward to reaping further rewards in the future.'
Detlef Bierbaum, General Partner of Sal. Oppenheim, commented: "We welcome the success that Integrated has made of the Attica acquisition, not only as a shareholder in Integrated but also as their client. Sal. Oppenheim considers this transaction to be another positive step in Integrated's development which we are very pleased to be participating in. Sal. Oppenheim is strongly committed to supporting Integrated's continued expansion strategy.'
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