FORD EAGLE GROUP LIMITED
16 June 2010
TYPE OF ISSUE: INTRODUCTION
APPLICATION FOR ADMISSION TO PLUS
The Directors of FORD EAGLE GROUP LIMITED ("the Company") are pleased to
announce that the Company has applied for admission for its securities to be
traded on the PLUS – quoted market.
LISTING DETAILS
SECTOR CLASSIFICATION: Financial Services
PRINCIPAL ACTIVITIES: Specialised investment and advisory services
CORPORATE ADVISER: Axiom Capital Limited
ISSUE
Securities 3,000,000 Ordinary Shares
OVERVIEW
1. INTRODUCTION
The Company, incorporated in the Cayman Islands on 18 September, 2009, is a
specialised investment and advisory firm with representation in China, Hong
Kong, the UK, USA and Japan. Ford Eagle will provide advice to private companies
on restructuring, mergers and acquisitions, as well as structuring and
coordinating Initial Public Offerings and listings in major international equity
markets, such as the UK, China, Hong Kong and the USA
Ford Eagle's Directors and its senior management have on average over 20 years
experience in most areas of corporate finance, asset management and other
financial advisory work and have, in addition, held senior management positions
in a range of companies.
The Directors of Ford Eagle have expertise in a wide range of commercial and
industrial sectors and have completed transactions in infrastructure, high
technology, consumer goods, natural resources, media and telecommunications,
pharmaceuticals and healthcare, commercial and residential property, hotels and
leisure companies.
2. BUSINESS OVERVIEW
After Admission, Ford Eagle intends to operate two distinct, but related
divisions: advisory and investments. Initially, the Company will operate its
advisory division. The investment division will only start when the Company has
raised sufficient funds for it.
ADVISORY
The advisory services will be conducted initially in Hong Kong and in Shenzhen,
Guangdong Province, PRC and later in other cities in PRC.
The Company aims to offer a comprehensive advisory service for companies in
China wishing to expand or enhance their presence overseas and for overseas
companies wishing to do the same in China.
The Directors have identified a number of companies they view as appropriate for
an overseas listing, which, in the Directors' opinions, will raise not just
their financial profile but also, it is believed, their commercial profile and
thus their ability to expand more aggressively into overseas markets.
This advisory role includes, assisting companies:
* Preparing to list shares on overseas exchanges
* Deciding whether listing its shares is an appropriate option
* Selecting the stock market to which its shares are best suited
* Selecting objectively the optimal combination of necessary professional
advisors including: reporting accountants, auditors, stockbrokers, legal
advisers, nominated advisers (for London's AIM market), Corporate Advisers (for
London's PLUS Markets) and financial advisers for Standard Listings on the LSE
* With ongoing reporting requirements overseas
* In determining a suitable public relations and investor relations programme
* Finding and appraising investment and acquisition opportunities outside China
* With introductions to valuable commercial partners in or outside China
The Company intends to assist overseas companies with establishing a base in
China, by means of providing:
* Introductions to the best local advisers including legal and financial
* Assistance in complying with the local legal and regulatory requirements
* Introductions to the important government bodies and individuals
* Advice on expansion opportunities in China
* Advice on acquisition opportunities in China
* Advice on a suitable public relations, brand development and investor
relations programme
Through its advisory division, Ford Eagle will be able to assist the client
company through the process of raising pre-IPO funding all the way through to
its eventual listing on a suitable stock exchange. Financial advisory services
will be unregulated and any regulated advice will be referred to a company
authorised and regulated by the FSA, for advisory services in the UK and the
appropriate regulating authorities in other countries for advisory services
outside the UK.
Ford Eagle will derive income from the advisory role. Typical fees will amount
to approximately HK$500,000 (GBP44,170) in cash prior to a company's listing and
a further sum of approximately HK$1 million (GBP88,339) in cash or approximately
HK$3 million (GBP265,018) in shares on listing. Fees to introducers (which may
include management and staff of the Company) will be paid from this advisory
income and will be up to 30% of the advisory fee. The Directors believe that
such commissions are not uncommon in China and Hong Kong.
INVESTMENT
In respect of its investment policy, the Directors believe that Ford Eagle is
quite different from the majority of venture capital or private equity companies
currently in China. Ford Eagle will only invest in companies to which it acts as
an advisor.
In parallel with its advisory activity, Ford Eagle will cover up to 50% of the
client companies' listing costs in exchange for shares in these companies at a
significant discount to their listing price. The targeted return on the
investment side of the business is 3 to 5 times the initial investment.
Ford Eagle currently has sufficient working capital to sustain its advisory
business alone. After Admission it aims to raise approximately GBP2 million.
Approximately GBP750,000 of this is expected to be sufficient for the Company to
achieve its target for investing in 3 companies in the first twelve months of
activity.
Moreover, through careful selection of small to medium sized enterprises, Ford
Eagle is providing, as a quoted company itself, access to investors to a spread
of high growth entrepreneurial companies that otherwise would remain unknown to
investors.
Ford Eagle is not focusing on any specific industry sectors, but its first four
contracted advisory assignments are in the fields of telematics, RFID devices
and organic food as well as a loyalty card programme. The Directors believe that
these companies have experienced and good management as well as the opportunity
to become one of the market leaders in the PRC and elsewhere in their particular
commercial sector.
TARGET INCOME
The target income from each of the four advisory clients is HK$1,500,000
(GBP132,509) in the first year of providing advisory services. Each listing is
targeted to create an aggregate return of HK$3,000,000 (GBP265,018).
Network and management
The Company currently has representative offices in Newcastle, UK, Hong Kong and
Shenzhen, China. It has direct representatives in New York and Tokyo. The
Company is able to offer clients a comprehensive range of services, as described
above. Senior management will be travelling to the markets they are involved in,
whilst retaining a core team in Hong Kong and China. Ford Eagle may also arrange
for management of companies in China to visit the UK, Europe, the USA and
elsewhere, if required.
Other activities
Ford Eagle will draw on both its own international network and that of the
Directors to encourage overseas companies to establish or expand an existing
presence in China. It will do this through making such companies aware of
opportunities available, particularly in southern China, including any grants,
tax and other incentives available.
The Directors believe attractive opportunities exist in many sectors, including
alternative energy, high technology, research and development, natural
resources, general manufacturing, leisure including hotels, restaurants, theme
parks, pharmaceuticals and healthcare and financial services.
Ford Eagle is developing a springboard from its bases in southern China and Hong
Kong. It intends to focus on enabling companies from China to expand overseas
and to attract overseas companies that wish to establish a base and expand in
southern China.
3. INVESTMENT PHILOSOPHY
It is widely recognized that China currently enjoys one of the highest economic
growth rates in the world and is likely to continue to do so for the foreseeable
future. Ford Eagle is targeting what it believes to be one of the most dynamic
sectors of that economy, namely the small to mid size business sector or SMEs.
SMEs account for much of China's GDP, but the Directors believe that accessing
the most successful of these has so far eluded most Western investors.
With that end in mind, Ford Eagle has made it a policy not to focus on Beijing
and Shanghai but on other less well known cities in China, where they believe
they will be able to identify opportunities that are less promoted than in the
two biggest cities. With over 270 cities of over 1 million inhabitants, the
Directors believe that China offers an excellent opportunity.
The founders of Ford Eagle have devoted many years to building relationships
with key entrepreneurs and businessmen in those cities, which has enabled them
to identify what they believe to be the most promising opportunities across a
wide range of business sectors.
Ford Eagle has identified a number of companies with the characteristics it
views as most important for future success:-
* A strong, motivated management team with a proven track record;
* Strong financial record and real growth prospects;
* Proven business model and strong commercial position;
* Verifiable and protected intellectual property;
* High growth sector or high growth market;
* Ability to be the dominant player in its niche; and
* Adequate corporate governance.
The above list is not comprehensive, but these characteristics are shared for
the most part by all the companies which Ford Eagle intends to advise and to
invest in.
4. THE COMPANY
The management of the Company has up to now provided advice to private
corporations and government entities on privatization, restructuring, mergers
and acquisitions, as well as structuring and coordinating Initial Public
Offerings in major international equity markets, such as China, Hong Kong, USA
and UK The Directors' network of experienced advisers covers many markets. With
senior representatives already in place in New York and Tokyo, the Company
intends to embark on a further strengthening of its network.
The Directors and the senior representatives have expertise in a wide range of
commercial and industrial sectors and have between them completed transactions
in infrastructure, high technology, financial services, environmental
engineering, consumer goods, natural resources, media and telecommunications,
pharmaceuticals and healthcare, commercial and residential property, hotels and
leisure companies.
Management will also focus on identifying and securing investors from overseas
to participate in China's rapidly growing economy, both institutional and
corporate, as well as assisting companies from China to invest or acquire
companies overseas.
5. DIRECTORS AND REPRESENTATIVES
The Board currently comprises seven Directors, brief biographies of whom are set
out below. Further details of the Directors' directorships both current and
in the past five years follow.
Nicholas LITTLEWOOD, 53, Chairman
Nicholas began working with Jack Law in early 2008, having recently sold his
interest in Global Carbon Capital Limited, a Hong Kong based company developing
greenhouse gas reduction projects in south east Asia. As its Chief Executive
Officer, he was responsible for developing a large landfill methane to
electricity project in the region near Manila as well as forming joint ventures
and assessing numerous environmental projects in China. He is now the Executive
Chairman of Ford Eagle.
This followed a career of over twenty years as an investment banker in New York,
London and Paris including stints at Samuel Montagu, Lehman Brothers, Kuhn Loeb
and Banque Paribas. His roles covered everything from IPOs, mergers and
acquisitions, privatization and general corporate finance in a wide range of
sectors; his first involvement in southeast Asia dates back over 25 years. Prior
to joining Global Carbon Capital, he managed his own corporate finance business
for 4 years advising high growth mid-sized companies. He has served as a
director of several listed and private international companies. Nicholas
completed the International Finance program at DnC in Oslo and holds an M.A.
from Oxford University following studies in Paris. He currently divides his time
between China and London.
Wing Tak Jack LAW (ACA, FCPA), 56, Chief Executive Officer
Jack founded his Hong Kong based corporate finance activities in 1990 following
a highly successful career first as a Chartered Accountant in the UK and in Hong
Kong and subsequently as a senior company director of both private and listed
companies in Hong Kong, the UK, Singapore, USA and China. Jack was an executive
director of Compass Pacific Holdings Limited, Smart Rich Holdings Limited, Star
Telecom Holdings Limited, Chung Wah Shipbuilding and Heavy Engineering Holdings
Limited and Bolton Company (International) Limited. His early career was in
accountancy and management consultancy with Ribchesters, Chartered Accountants
in the UK and Ernst & Whinney and Arthur Andersen in Hong Kong. He is a graduate
of Newcastle University, a Member of the Institute of Chartered Accountants in
England and Wales and a Fellow Member of the Hong Kong Institute of Certified
Public accountants. Jack is currently the Chief Executive Officer of Ford Eagle,
a partner in Ribchesters, a firm of Chartered Accountants in the UK and an
independent non-executive director of a listed company in Hong Kong. He is
fluent in English, Cantonese and Mandarin.
Wing Sang Wilson HUI (MBA, FCPA, ICSA, HKICS), 42, Finance Director
Wilson has been a Director, the Chief Financial Officer, Qualified Accountant
and Company Secretary of Hybrid Kinetic Group Ltd (formerly known as Far East
Golden Resources Company Limited, a Hong Kong listed company) since September
2007. He holds a Master's degree in Business Administration from University of
Surrey and a Master's degree in Professional Accounting and Information System
from City University of Hong Kong. He is an associate member of Institute of
Chartered Secretaries and Administrators, Hong Kong Institute of Company
Secretaries and Hong Kong Institute of Certified Public Accountants. He
possesses more than 15 years of experience in accounting, finance and corporate
management. Wilson was appointed the Finance Director of the Company in January
2010.
Chi Ming Wallace TSE, 49, Director, Business Development
Wallace began working with Jack Law in 2008 after a wide ranging entrepreneurial
career. He was one of the first Hong Kong based businessmen to be involved in
China as it opened up in the 1980s. His career has involved him in the
pharmaceutical and healthcare sector as well as the retail, restaurant and
leisure sectors and, more recently in media, telecoms and other high technology.
Wallace has well over 10 years senior management experience. He managed, while
at YHY Food Products Limited a chain of 42 restaurants with over 1,500
employees. He has been the in-flight media representative for Shanghai Airlines.
He has worked extensively in the medical field, having devised and built brands
for many new product launches including TCM, western medicines, health food and
environmentally friendly products. Through PharmaCare Ltd., and Wisecare Ltd,
he pioneered smart cards linking networks of clinics and for the HydroYoga
program, he obtained sponsorship from Zurich Insurance. He was instrumental in
developing and positioning products which facilitated the listing of Cheung Kong
BioTech. Prior to that Wallace was with Century Marketing Company in Shenzhen
Wallace brings his expertise in brand marketing and positioning, marketing and
sales and senior management experience to enhance the clients of Ford Eagle's
businesses. He is fluent in English, Cantonese and Mandarin.
Dr. Man Sang Eric TSANG (LLB, MBA, PhD), 48, Non-Executive Director
Eric has worked in the financial industry for about 20 years. His work covered
insurance, pension schemes, private equities, mutual funds and asset management
with corporations such as Manulife, ING and two private equity companies in Hong
Kong and China. At the same time, he was a part-time consultant in regional
offices of Chinese insurance companies as they initialized their agency
distribution force. Prior to the financial sector, he was a partner in a
management consulting firm, being particularly active in the Hong Kong-China
transitions of manufacturing industry companies. In 2006, he became active in
Islamic Finance with a well-known Chinese Muslim family in Hong Kong. Eric was
also active in the non-profit sector, especially societies working towards
economic development in China. He holds LLB, MBA and PhD degrees.
Andrew PAWLEY, 46, Non-Executive Director
Andrew is a British Barrister based in Hong Kong. He is an experienced corporate
financier and has professional experience gained with firms in Belgium, Spain,
Italy and Hong Kong. His resume includes periods of Managing Director EMEA of
M&A International Inc and Director of Corporate Finance at Baker Tilly Hong
Kong. He now runs his own consulting firm, Andrew Pawley Associates Limited,
offering management consultancy, business development and corporate advisory
services in Greater China but with a focus on Hong Kong and Singapore. He speaks
fluent Italian and French, reasonable Spanish and some Cantonese.
Garry Alides WILLINGE, 60, Non-Executive Director
Garry is a Fellow of the Australian Institute of Company Directors and a Fellow
of the Hong Kong Institute of Directors. He is also an Adjunct Professor with
the Curtin Business School at Curtin University of Technology. His academic
qualifications are a Bachelor of Science from the University of Melbourne,
Graduate Diploma of Applied Finance and Investment from the Securities Institute
of Australia and a Graduate Diploma of Corporate Governance from the University
of New England / Australian Institute of Company Directors. He also graduated
from the INSEAD Asian International Executive Program in 2004. Garry is an
experienced company director in public listed, unlisted and not for profit
companies in Australia, London and Hong Kong for over 10 years. He is currently
an Independent Non-Executive Director of China Properties Group Limited and JF
Household Furnishings Limited, both listed on the Hong Kong Exchange Main Board.
Prior to starting his management services firm Cbridge Limited in Hong Kong in
2005, he served 30 years, mostly in senior executive roles, with IBM
Corporation. His last role at IBM was Director of Global Services for IBM
China/Hong Kong Limited.
Director Current directorships Past directorships
Nicholas Littlewood Ford Eagle Capital Limited Global Carbon Capital
(HK) Limited
Ford Eagle Capital Limited Oilworld Energy Limited
(UK) QST Agency (UK) Limited
Best Winner Holdings Charity Arts
Limited Broadcasting Limited
Fortunate Capital Limited C.A.B. BEEON TV Limited
(UK) (1)
Fortunate Capital Limited
(HK)
Ford Eagle Capital (Group)
Limited
Wing Jack Tak Law Ford Eagle Capital Limited Most King Limited (HK)
(HK) Far East Golden Resources
Ford Eagle Capital Limited Group Limited (Listed in
(UK) Hong Kong)
Hollyhill Limited (BVI) China Railway Logistic
Fortunate Capital Limited Limited
(HK) Listed in Hong Kong
Fortunate Capital Limited (Listed in Hong Kong)
(UK) G-Resources Group Limited
Wang Sing International (Listed in Hong Kong)
Holdings Group Limited,
Listed in Hong Kong
(Cayman Islands)
Best Winner Holdings Ltd.
(HK)
Mutual City Holdings
Limited (HK)
Ford Eagle Capital
(Group) Limited (HK)
Larry Sanan Superior
Organic Agricultural
Research Centre Limited
(HK)
Larry Tech-BIA Science
Research Centre Limited
(HK)
Larry Sanan Environmental
Research Centre Limited
(HK)
Lary Deruitang Bio Tech
Medical Research Centre
Limited (HK)
Sanan Superior Organic
Agricultural Technology
Limited (HK)
Deruitang Bio Tech
Limited (HK)
Wing Sang Wilson Hui Hybrid Kinetic Group China Financial Industry
Limited (incorporated in Investment Fund Limited
Bermuda and listed in Hong (incorporated in the
Kong) Cayman Islands and listed
Far East Golden Resources in Hong Kong; name
Investment Limited (Hong changed to National
Kong) Investment Fund Limited)
Far East Golden Resources Yeagiaro E-Commerces
Biotech Group Limited Investment Holdings
(Cayman Island) Limited (Hong Kong)
Far East Golden Resources Yeagiaro E-Commerces
Biotech Company Limited (Hong Kong)
(Hong Kong) Yeagiaro Group Limited
Hybrid Kinetic Holdings (Cayman Islands)
Limited (Hong Kong)
Compass Pacific Capital
Limited (Hong Kong)
Global Gold Trading
Limited (Hong Kong)
Golden Resources Shipping
Holdings Limited (Hong
Kong)
Hybrid Kinetic Motors Group
Limited (Hong Kong)
Bluebell Fields Limited
(BVI)
United Kam Wah Development
Limited (Hong Kong)
Yaohan Whimsy Co., Limited
(Hong Kong)
Parkwell (Hong Kong)
Limited (Hong Kong)
China Pacific Aircraft
Limited (Hong Kong)
Asia Credit Guarantee
Company Limited (Hong Kong)
Chi Ming Wallace Tse(2) None None
Man Sang Eric Tsang King Union Consultants None
Limited
Intercontinental Asset
Management Limited
China Law Research
Association Limited
MBH Int'l Holdings
Limited
Andrew Pawley Andrew Pawley Associates None
Limited
Garry Alides Willinge Stochastic Simulation China Medical and Bio
Limited Science Limited (3)
JF Household Furnishings Canton Property
Limited Investment Limited (4)
CBridge Limited Asia Resources Holdings
Optimiser Propriety Limited Limited
Coolabah Limited Coonara Superannuation
Coolabah 1 Limited Services Limited
China Properties Group
Limited
Junglebrolly Limited
In addition, the Company has representatives (who are not on the Board) in New
York and Tokyo, as follows:
James C. CANTALINI (MBA) - New York Representative
James has had a successful International career as an Investment Banker for over
25 years including his last role as Head of the Industrial Investment Banking
Division for UBS in the United States. He also ran his own firm which raised
funding for new companies, restructured overextended companies, advised
International companies entering the U.S. market and completed two of the
largest privatizations in Poland in the early 90s. He established the
International Mortgages Securities business at First Boston, which became a
global market leader. He also worked at Lehman Brothers in the Investment
Banking Department where he managed Initial Public Offerings as well as
financial advisory projects in the United States; and at Bankers Trust Co.
Subsequently, he raised $27 million of venture capital from the International
shareholders while he was Chief Executive Officer of Gist Communications, Inc.
that created the first Internet based TV guide. It sold software products to
cable and satellite companies and created a mobile phone guide, which could send
recording requests to PVRs. Currently he is President of Torsted Advisors that
provides strategic and financial advice to International and U.S. companies in
high growth situations to assess markets, competition and business models
globally. He holds an A.B. degree in History from Holy Cross College, an M.A.
(3e Lic.) degree in International Economics from Universite de Louvain (Belgium)
and an MBA degree from the University of Chicago.
Stephen P. WIDLAK (MBA) - Tokyo Representative
Stephen has worked in financial related positions for over 25 years, initially
as a Japanese securities analyst with Drexel Burnham Lambert, then as a fund
manager with Waddell and Reed's United International Growth Mutual Fund. For
the following eight years he was in institutional brokerage with several major
international firms, including Baring Securities, Dresdner Securities and Nomura
Securities. In 1995 he started Turret Technologies, an IT solutions provider.
As CFO, he was instrumental in setting up Turret's Labs in Barbados and
Bangalore, India. In 2002 he joined Claremont Capital, a Japanese holding
company and also became Managing Director of Jomo Twisted Thread, a public
company listed on the Second Section of the Tokyo Stock Exchange and obtained
new capital for the restructured company. Since that time he has consulted
several companies on doing business in Japan, and acted as an advisor to a fund
investing in Japanese IPOs. He holds an MA in Asian Politics from The Ohio State
University, an MBA from the Stern School of Business at New York University and
a BA from Canisius College in Buffalo, NY.
6. REASONS FOR THE ADMISSION TO PLUS
The Directors believe that the benefits of the Admission include:
* Raising the Company's profile in its industry sector;
* The ability to raise capital in the future;
* The ability to attract potential merger and acquisition interest;
* As PLUS admissions or other listings may be recommended to clients, there is
logic in the Company being a PLUS quoted company; and
* Incentivisation of management and shareholders.
7. DIRECTORS' SHAREHOLDING INTERESTS
Directly and Indirectly Number of Ordinary Percentage of issued
held by Directors Shares ordinary share capital
Wing Tak Jack Law (1) 1,610,000 53.67%
Chi Ming Wallace Tse 267,500 8.92%
Nicholas Littlewood (2) 223,750 7.46%
Wang Sang Wilson Hui (3) 140,000 4.67%
Man Sang Eric Tsang - 0.00%
Andrew Pawley - 0.00%
Garry Willinge - 0.00%
(1) Jack Law directly holds 290,000 shares and owns 100% of Advance Link
Investment Ltd, which holds 270,000 shares. In addition, he controls 70% of Best
Winner Holdings Ltd, which own 1,050,000 shares in the Company. His net
beneficial interest in Best Winner Holdings Ltd is 38.5%, which creates a net
beneficial interest in the Company of 404,250 shares. The aggregate net
beneficial interest is 964,250 (32.14%) shares in the Company.
(2) Nicholas Littlewood directly holds 113,500 shares. In addition, he owns
25% of Mutual City Holdings Ltd, which owns 50% of Fortunate Capital Ltd and
also owns 5% directly of Fortunate Capital Ltd, which owns 60% of Best Winner
Holdings Ltd, which own 1,050,000 shares in the Company. His net beneficial
interest in Best Winner Holdings Ltd is 10.5%, which creates a net beneficial
interest in the Company of 110,250 shares. The aggregate net beneficial interest
is 223,750 (7.46%) shares in the Company.
(3) Wilson Hui directly holds 77,000 shares. In addition, he owns 10% of
Fortunate Capital Ltd, which owns 60% of Best Winner Holdings Ltd, which own
1,050,000 shares in the Company. His net beneficial interest in Best Winner
Holdings Ltd is 6%, which creates a net beneficial interest in the Company of
63,000 shares. The aggregate net beneficial interest is 140,000 (4.67%) shares
in the Company.
8. FUTURE FUNDRAISING
The Company intends to raise funds after Admission in order to launch the
investment division.
ANTICIPATED ADMISSION DATE: 30 June 2010
For further information, please contact:
Axiom Capital Ltd: David Sinclair +44 20 8455 0011
Ford Eagle Group Ltd: Nicholas Littlewood +44 78136 23558 (UK)
+852 6140 1214 (HK)
A copy of the Admission Document is available from Axiom Capital Ltd, Roman
House, 296 Golders Green Road, London, NW11 9PT, or at
enquiries@axiomcapital.co.uk
The Directors of FORD EAGLE GROUP LIMITED take responsibility for the content of
this announcement.
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