8TH JUNE 2009
WORSHIP STREET INVESTMENTS LIMITED
EPIC: WSIP
SUCCESSFUL FUNDRAISE AND ADMISSION TO PLUS MARKETS
Worship Street Investments Limited ("WSI" or the "Company") is delighted to
announce that trading in the entire Ordinary share capital has commenced today
on the PLUS-quoted market.
The Company is also pleased to announce that it has successfully raised 1.3
million pounds through an offer for subscription which closed on 3rd June 2009.
Type of Issue: Offer for Subscription
Number of Ordinary Shares in 66,250,000 ordinary shares of 1p each
issue:
Expected start price 2p
Par Value 1p
Funds raised in the offer 1,300,000 pounds
for subscription
Shares issued pursuant to 65,000,000
the offer for subscription
Market Capital at admission 1,325,000 pounds
Sector Classification: Investment Company
Stock Symbol WSIP
Corporate Advisor: Rivington Street Corporate Finance
Principal Activities: To invest in securities quoted or intending to
be quoted on PLUS, including the acquisition of
debt and equity.
A copy of the Offer Document is available from Rivington Street Corporate
Finance Ltd or at www.rs-cf.com.
Enquiries:
Worship Street Investments Limited
Michael Riddell
Tel: +44 (0)1624 620711
Rivington Street Corporate Finance
Monisha Varadan
monisha@rs-cf.com
Tel: +44 (0)20 7562 3389
Eran Zucker
Eran@rs-cf.com
Tel: +44 (0)20 7562 3373
OVERVIEW
The Company's strategy is to make investments in securities including the
acquisition of debt or equity, in:
* companies seeking an IPO on PLUS
* existing PLUS-quoted companies
* AIM companies seeking to move to PLUS
The Company may also make investments in companies that the Board feel
represent good value by taking equity positions in the secondary market.
The objective of the Company will be to deliver long-term capital returns by
investing in what the Directors believe to be undervalued companies. The
Company will aim to spread risk by investing in a range of such investments.
The Company's investment strategy is intended to be a generalist one with no
specific sector, national or regional focus. The Company will be a passive
investor.
The Company will target investments at the point in their evolution which the
Directors believe offers an opportunity for growth, e.g. where the target
company is undervalued despite good fundamentals. In this respect, it is the
Directors' belief that the PLUS-quoted Market in particular offers significant
investment opportunities.
The Directors believe there are valuable opportunities in the Company's target
market, provided the selection process is robust and the pricing of investments
is sensible. The Directors believe that compared with many other asset classes
that are highly priced, the PLUS-quoted Market holds many fairly priced
opportunities with the potential for above average investor returns.
BOARD OF DIRECTORS
Paul Anthony Lavender - Non-Executive Chairman (Age 53)
Paul Lavender is a chartered accountant with a wide range of financial and
commercial experience of private and public companies. Mr Lavender is currently
group Finance Director for AIM quoted LitComp Plc - a group of companies which
includes Elite Business Development Limited, Elite Litigation Services and
Elite Insurance Company Limited. Mr Lavender worked on the initial Ofex
floatation of LitComp in 2002 and its subsequent move to AIM in 2006. He has
also been involved in fundraising for LitComp. He is also currently a Director
of United Bright Bar Co Limited, a family concern which produces bright drawn
steel. Mr Lavender qualified as a Chartered Accountant in 1978 and has an
Institute of Chartered Accountants Corporate Finance qualification. Mr Lavender
is also the finance director of Elite Insurance Company Limited.
Michael Ross Riddell - Executive Director (Age 54)
Michael Riddell is the Managing Director of Greystone Trust Company Limited,
which he joined in May 2005. Mr Riddell moved to the Isle of Man in 2001 to
work for Walbrook Trustees. From 1995 to 2001, Mr Riddell worked in fund
administration and personal and corporate trust for the Royal Bank of Canada
and Bank of America in the Cayman Islands. Mr Riddell had previously been the
Controller of a Canadian bank, and worked for Ernst & Young from 1982 to 2001
in Canada, Saudi Arabia, and the Cayman Islands. Mr Riddell received his
Bachelor of Arts (Economics) from the University of Victoria in 1982 and
qualified as a Chartered Accountant in 1985.
Guy Austin Wiltcher - Executive Director (Age 44)
Guy Wiltcher is a Chartered Certified Accountant and Chartered Tax Advisor. He
has been a partner of Greystone LLC chartered accountants and a director of
Greystone Trust Company Limited, its associated trust and corporate services
arm, since December 2006. From 2003 to 2006 he worked at Moore Stephens in the
Isle of Man where he held the positions of Head of Tax and Audit Manager. Prior
to this he worked in the assurance and advisory department of Deloitte & Touche
and in International Fiduciary Services at KPMG both in the Isle of Man. Before
training as an accountant Mr Wiltcher qualified as a Chartered Town Planner,
gaining a masters degree in Civic Design from the University of Liverpool in
1988. He is a Member of the Institution of Economic Development.
REASONS FOR ADMISSION
The Directors believe that the Admission would raise the profile of the
Company.
The Directors also believe that the benefits of the Ordinary Shares being
traded on the PLUS-quoted Market will include:
* the ability to provide a trading platform for investors;
* the ability to raise further funds in the future, in order to make further
investments which may increase the number of companies and develop the
investment portfolio; and
* the ability, where possible and within the Company's investment criteria,
to issue equity for investment purposes.
SUBSTANTIAL SHAREHOLDERS
The following persons will at Admission be, holding voting rights in three per
cent. or more of the issued share capital of the Company:
Name Number of Ordinary Percentage of issued
Shares issued share capital
Rivington Street 5,107,500 7.7%
Holdings Plc*
Neil Monnery 2,000,000 3%
Peter Bruce Mauleverer 2,000,000 3%
and Sara Mauleverer
* Tom Winnifrith, CEO of Rivington Street Holdings, controls 35.39% of PLUS
quoted Rivington Street Holdings Plc.
CURRENT AND PREVIOUS DIRECTORSHIPS
In addition to directorships of the Company, the Directors hold or have held
the following directorships or have been partners in the following partnerships
within the five years prior to the date of this Document:
Director Current Directorships / Past Directorships
Partnerships
Michael Isle of Man Isle of Man
Riddell
Adela Limited Aberdeen Yachts Limited
Aden Services Limited Adelaide Properties Limited
Affordable Housing Solutions Alix Unlimited
Limited
Amnesia Marine Limited
Africa Asia Capital Limited
Amnesia Shipping Limited
Associated Design Consultants
Limited Anagarth Limited
Ballyclare Developments (IOM) Applejack Holdings Ltd
Limited
ASA Properties Limited
Banion Limited
Atlas Gaming Mulitmedia Limited
BDO (Isle of Man) Limited
Avon Shipping Ltd
Benosar Limited
Backstay Management Limited
Bindle Limited
Bambridge Investments Limited
Blue Seas Bunkering Limited
Bassano Limited
Boreen Limited
BCD Limited
Bosbury Limited
Belconnen Limited
Bosbury Limited
Berkshire Investment Management
Braemar Limited Limited
Bratoga Limited Boldergate Limited
Briercrete Limited Bonita Marine Limited
Bush Hill Limited Bosworth Limited
Cedar Services Ltd Brimfield Limited
Chara Limited Brinlock Corporation Limited
Charlton Commercial Inc Brockmoor Trading Limited
Charter Corporate Services Ltd. Bullmore Limited
CitiFinancial (Isle of Man) BVH Limited
Limited
Cambourne Limited
Clarins Limited
Cardston Limited
Consword Limited
Carmyle Limited
Cornwall Mews (No. 22) Limited
Carnsdale Overseas Limited
Cornwall Mews (No. 24) Limited
Cast Trading Limited
Cornwall Mews (No. 31) Limited
CCD Unlimited
Cornwall Mews (No. 32) Limited
Ceris Limited
Cornwall Mews (No. 33) Limited
Channel Yachting Limited
Cornwall Mews (No. 34) Limited
Chiltern Services (IOM) Limited
Cornwall Mews (No. 37) Limited
Cirrus Aviation Holding Limited
Cornwall Mews (No. 39) Limited
Clanworth Limited
Cornwall Mews (No. 41) Limited
Clifton Gardens Limited
Cornwall Terrace (No. 11&12)
Limited Colwick Limited
Cornwall Terrace (No. 2&3) Comans Limited
Limited
Compass Rose Marine Limited
Cornwall Terrace (No. 20&21)
Limited Conservation Holdings Limited
Cornwall Terrace (No. 4&5) Copap Participations Limited
Limited
Creganna Medical Technology
Cornwall Terrace (No. 6&7) Unlimited
Limited
Creganna Solutions Limited
Cornwall Terrace (No. 8) Limited
Curran Corporation Unlimited
Cornwall Terrace (No. 9&10)
Limited Damus Group Limited
Cornwall Terrace (No.8) Sub Damus Holdings Unlimited
Limited
Darsy Limited
Crampton Developments Limited
Darya Shipping and Chartering
Darius Unlimited Limited
Delray Limited Dear Dr Cupid Limited
Dexterous Limited Dieppe Limited
Dirkdale Limited Difcia Limited
Donner Limited Dinsdale Properties Limited
Eadon Estates Limited Dracaens Limited
Eadon Limited Drifdale Limited
Edenton Limited ECJ Equity Partners Limited
Elephant Road Operations Limited Elan Global Corporation
Elevate Europe Limited Executive Charter Group Limited
Elmdon Company Limited Executive Jet Group Limited
Englewood Limited Faelyn Limited
Entara Holdings Limited Fleet International Aviation
Limited
Eyrie Property Limited
Maritime Finance Limited
Fairclass Limited
Fulham Developments Limited
Falmouth Developments Limited
Gabriel Properties Limited
Falmouth Limited
Gaming Ventures plc
Finank Limited
Get21 Limited
Fossgate Limited
Granite Investments Limited
Gansey Limited
Hallasan Limited
Glensanda Investment Limited
Harness Limited
Glenside Investments Limited
Head Aviation Limited
Goldpower Limited
Helix Technologies Limited
Green Circle Limited
Hollywood Gardens Limited
Greenford Management Inc
Hornchurch Investments Limited
Greenstyle Limited
Hosta Limited
Greystone (IOM) Limited
Hurstwood Limited
Greystone First Nominees Limited
Hyperion Charters Limited
Greystone Management Services
Limited Image Group Limited
Greystone Second Nominees Limited Impley Investments Limited
Greystone Secretaries Limited Intertransport Investments Limited
Greystone Trust Company Limited Intertransport Overseas Limited
Gurney Limited Iron Trading Ltd
Hana Interoil Limited Juniper Management Limited
Hartknoll Limited Kilcurran Limited
Haysboro Limited Kildonan Investments Limited
Hearth Investments Limited Kildrum Limited
HIS (Isle of Man) Limited Langham Investment Corporation
Limited
Indac Corporation Limited
Langness Limited
International Management
Solutions Limited Leptis Unlimited
ITE Contractor Services Limited Lew City Developments Limited
ITECS (UK) Limited LF Film Distributors Limited
Jupiter Shipping Group Limited Limelight Investments Limited
Kentz Africa Holdings Limited Listock Corporation Unlimited
Kentz Caspian Limited Logistic Investment Company Limited
Kentz Corporation Limited Lotta Properties Limited
Kentz Equitorial Guinea Limited Magee Group Holdings Limited
Kentz International Limited Magee Holdings
Kentz Overseas Limited Mamtos Limited
Kerbet Limited Margaux International Limited
Kew Developments Limited Marine & Bulk Limited
Keyway Investments Limited Masai Unlimited
Kingdon Developments Limited Maughold Limited
Kingswell Limited Ingswell Meadow Park Estates Limited
Limited
Meadow Poppy Limited
Kirkshire Limited
Meval Limited
Kiwi Consulting Limited
Mew City Developments Unlimited
Lacey Enterprises Limited
Migi Limited
Lanesfield Limited
Mintice Trading Limited
Leonora Limited
Mirth Developments Limited
Light House Living Limited
Monteband Unlimited
Mallards Unlimited
Mowbury Limited
Manderina Limited
Nordic Finance Company Services
Manyatta Limited Limited
Mapstone (IOM) Limited O&H Wings Limited
Marengo Consulting Limited Oakenfold Trading Limited
Maritime Charter Sales Ltd Olsen Developments Limited
Massala Services Limited Orillia Limited
Michiel Control Limited P & B Property Holdings Limited
Millet Limited Pamford Limited
Mongoose Pacific Limited Parmed Limited
Moonlight Charters Limited Patrick Coman Unlimited
Moonstream Limited Pennystone Consultants Limited
Murex Securities Limited Penu Unlimited
Napa Valley (IOM) Unlimited Permanent Privacy Ltd
Napa Valley Holdings Limited Petropolis Limited
Neptune Consultants Limited Plasma Surgical Investments Limited
Noblebrand Limited Plumleaf Limited
Nosila Limited Plymstock Limited
Oakmayne (Woolwich) Limited Priya Communications Limited
Oakmayne Properties Prunus Limited
(Regeneration) Ltd
Qamford Unlimited
On Course Solutions Limited
Qatermast Limited
Palais Limited
Reba Limited
Peers Limited
Rempore Limited
Penhold Limited
RNG Gaming Limited
Petro Group Limited
Roanlane Limited
Piccadilly Management Limited
Rock Holdings Limited
Pidemco Limited
Saintpaulia Limited
Pineview Limited
Savannah Charters Limited
Plasma Surgical Investments
Limited Seba Unlimited
Plaza Developments Limited Sempore Unlimited
Polahan Limited Shawcross Investments Limited
Porterville Limited Silkway Entertainment Limited
Q Group Limited Skipworth Properties Limited
Radstock Limited Southgate Overseas Limited
Ramstead Limited Southwark Bridge Village Limited
Rathbawn (IOM) Limited Stantmory Limited
Redland Enterprises Limited Stigmory Limited
Reem Investment Limited Tallcross Limited
Reinland Limited TBR Energy Drinks Limited
Roscoe Investments Limited Temrel Limited
RW Capital LLC Touleen Unlimited
SaKentz Proekty Limited Toulouse Limited
Salix Limited Triple Net Investments Limited
Security Partner Limited Triskeli Oil & Gas Limited
Sigmar Aviation Limited Trueblue Limited
Silverburn Properties Limited Tubalcain Limited
Soest Limited Tynwald Limited
Soil Solutions Limited Ultra Marine Investments Ltd
Stettler Limited Vanite Limited
Tagore Limited Vanmory Limited
Talbot Directors Limited Vannin (IOM) Limited
Templeside Investments Limited Violet Marine Limited
Theron Limited Virgil Yachts Limited
Toffsway Limited Wadebridge Limited
Tuque Limited Waldegrave Limited
Update Technology (IOM) Unlimited Westlock Unlimited
Upper West Side Developments Wholesale Holdings Limited
Limited
Wireless Wonders Limited
Urley Limited
World Natural Resources Limited
Vancouver Limited
Wynnchurch Limited
Vanderbilt (Boundary Road)
Limited Yoxall Properties Limited
Vanderbilt Developments Limited Zamtos Unlimited
Vastus Industries Limited Zania Properties Limited
Ventura Enterprises Limited Zeval Unlimited
Verdun Investments Limited Zirth Developments Unlimited
VR Rope Walk Limited Zowbury Limited
Web Resources Limited Zuma Limited
Westminster Associates Limited US, (Delaware) LLC
Whittal Company Limited Gatko Capital LLC
Xantha Unlimited
Guy Isle of Man Isle of Man
Wiltcher
Adela Limited Amnesia Marine Limited
Aden Services Limited Amnesia Shipping Limited
Africa Asia Capital Limited Applejack Holdings Ltd
Associated Design Consultants Avon Shipping Ltd
Limited
Bambridge Investments Limited
Ballyclare Developments (IOM)
Limited BCD Limited
Banion Limited Belconnen Limited
BDO (Isle of Man) Limited Berkshire Investment Management
Limited
Bdo Creg Lhea LLC (Member)
Boldergate Limited
Benosar Limited
Brinlock Corporation Limited
Bindle Limited
Carmyle Limited
Bosbury Limited
Carnsdale Overseas Limited
Bratoga Limited
CCD Unlimited
Briercrete Limited
Cirrus Aviation Holding Limited
Cedar Services Ltd
Clanworth Limited
Chara Limited
Colwick Limited
Charlton Commercial Inc
Conservation Holdings Limited
Charter Corporate Services Ltd.
Dieppe Limited
CitiFinancial (Isle of Man)
Limited Difcia Limited
Clarins Limited Dracaens Limited
Consword Limited ECJ Equity Partners Limited
Cornwall Mews (No. 22) Limited Elan Global Corporation
Cornwall Mews (No. 24) Limited Executive Charter Group Limited
Cornwall Mews (No. 31) Limited Executive Jet Group Limited
Cornwall Mews (No. 32) Limited Fleet International Aviation &
Maritime Finance Limited
Cornwall Mews (No. 33) Limited
Haysboro Limited
Cornwall Mews (No. 34) Limited
Head Aviation Limited
Cornwall Mews (No. 37) Limited
Helix Technologies Limited
Cornwall Mews (No. 39) Limited
Hosta Limited
Cornwall Mews (No. 41) Limited
Kentz Africa Holdings Limited
Cornwall Terrace (No. 11&12)
Limited Kingswell Limited
Cornwall Terrace (No. 2&3) LF Film Distributors Limited
Limited
Limelight Investments Limited
Cornwall Terrace (No. 20&21)
Limited Listock Corporation Unlimited
Cornwall Terrace (No. 4&5) Margaux International Limited
Limited
Maughold Limited
Cornwall Terrace (No. 6&7)
Limited Meadow Park Estates Limited
Cornwall Terrace (No. 8) Limited Meadow Poppy Limited
Cornwall Terrace (No. 9&10) Migi Limited
Limited
Nordic Finance Company Services
Cornwall Terrace (No.8) Sub Limited
Limited
Orillia Limited
Crampton Developments Limited
Penhold Limited
Darius Unlimited
Plasma Surgical Investments Limited
Delray Limited
Plumleaf Limited
Dexterous Limited
Prunus Limited
Dirkdale Limited
Qatermast Limited
Eadon Estates Limited
Saintpaulia Limited
Eadon Limited
Stantmory Limited
Edenton Limited
Stigmory Limited
Elephant Road Operations Limited
Tallcross Limited
Elevate Europe Limited
Temrel Limited
Elmdon Company Limited
Triple Net Investments Limited
Englewood Limited
Trueblue Limited
Eyrie Property Limited
Tubalcain Limited
Falmouth Developments Limited
Tynwald Limited
Falmouth Limited
Ultra Marine Investments Ltd
Festival Limited
Vanite Limited
Finank Limited
Vanmory Limited
Fossgate Limited
Vannin (IOM) Limited
Gansey Limited
Wholesale Holdings Limited
Genazzano Unlimited
Goldpower Limited
Greenford Management Inc
Greenstyle Limited
Greystone (IOM) Limited
Greystone First Nominees Limited
Greystone Management Services
Limited
Greystone Second Nominees Limited
Greystone Secretaries Limited
Greystone Trust Company Limited
Gurney Limited
Hartknoll Limited
Ipenco Limited
ITE Contractor Services Limited
ITECS (UK) Limited
Jupiter Shipping Group Limited
Kentz Africa Holdings Limited
Kentz Caspian Limited
Kentz Corporation Limited
Kentz Equitorial Guinea Limited
Kentz International Limited
Kentz Overseas Limited
Kerbet Limited
Keyway Investments Limited
Kingdon Developments Limited
Kirkshire Limited
Lacey Enterprises Limited
Lad Lane Limited
Lanesfield Limited
Leonora Limited
Light House Living Limited
Manderina Limited
Manyatta Limited
Mapstone (IOM) Limited
Maritime Charter Sales Ltd
Massala Services Limited
Michiel Control Limited
Millet Limited
Moonstream Limited
Neptune Consultants Limited
Nosila Limited
O&H Wings Limited
Oakmayne (Woolwich) Limited
Oakmayne Properties
(Regeneration) Ltd
On Course Solutions Limited
Palais Limited
Peers Limited
Penhold Limited
Petro Group Limited
Piccadilly Management Limited
Pineview Limited
Plasma Surgical Investments
Limited
Plaza Developments Limited
Radstock Limited
Rathbawn (IOM) Limited
Reinland Limited
SaKentz Proekty Limited
Salix Limited
Security Partner Limited
Sigmar Aviation Limited
Silverburn Properties Limited
Soest Limited
Soil Solutions Limited
Talbot Directors Limited
Templeside Investments Limited
Toffsway Limited
Tuque Limited
Update Technology (IOM) Unlimited
Upper West Side Developments
Limited
Urley Limited
Vancouver Limited
Vanderbilt (Boundary Road)
Limited
Vanderbilt Developments Limited
Ventura Enterprises Limited
Verdun Investments Limited
VR Rope Walk Limited
Web Resources Limited
Westminster Associates Limited
Whittal Company Limited
Paul UK UK
Lavender
Bioseal Services Limited Albion Corporate Finance Ltd
Cox Associates Limited Bishopsgate Communications Limited
Elite Business Development Delphic Laboratories (Kent) Limited
Limited
Genovar Research Ltd
Elite Litigation Funding Limited
Juicyjoos Ltd
Legal Reports and Services
Limited Litigation Resources Limited
Litcomp Plc Metallus International Limited
Perfect Consulting Limited Rivington Street Corporate Finance
Limited
United Bright Bar Co. Limited
Rivington Street Media Limited
RSS Web Limited
Stelmore Properties Limited
Saigo Properties Limited
t1ps.com Limited
The Square Mile Bookstore Limited
RISK FACTORS
All the information set out in this Document should be carefully considered
and, in particular, those risks described below. If any of the following risks
actually materialise, the business, financial condition, prospects and share
price of the Company could be materially and adversely affected, and an
investor may lose all or part of your investment.
All risks of which the Directors are aware at the date of this Document and
which they consider material are set out in this Document. However, further
risks which are not presently known to the Directors, or that the Directors
currently deem immaterial, may also have a material effect the business,
financial condition, prospects and share price of the Company, all of which may
be adversely affected.
The Directors believe the following risks to be the most significant to the
Company. However, the risks listed do not necessarily comprise all those
associated with an investment in the Company. In particular, the Company's
performance may be affected by changes in market or economic condition and in
legal, regulatory and tax requirements.
The list below is not exhaustive, nor is it an explanation of all the risk
factors involved in investing in the Company and nor are the risks set out in
any order of priority.
PLUS Membership
The Company's ongoing admission to the PLUS-quoted Market is entirely at the
discretion of PLUS.
Investment in PLUS-quoted securities, share price volatility and liquidity
The Company intends to invest in companies whose shares are, or may be, traded
on the PLUS-quoted Market. Admission should not be taken as to imply that there
will be a liquid market in the Ordinary Shares. The PLUS-quoted Market is a
market designed for small and growing companies which carry a higher than
normal financial risk and tend to experience lower levels of liquidity than
larger companies. The PLUS-quoted Market is not AIM or the Official List and
consequently it may be more difficult for an investor to sell his or her
Ordinary Shares and he or she may receive less than the amount paid. The market
price of the Ordinary Shares may not reflect the underlying value of the
Company's net assets or operations. The bid-offer spread of the Ordinary Shares
can be significant. It may be difficult to trade in the Ordinary Shares, which
are classed as "penny shares" under FSA rules. The price quoted on the
PLUS-quoted Market is the mid-market price. The share prices of public
companies are often subject to significant fluctuations. In particular, the
market for shares in smaller public companies is typically less liquid than for
larger public companies. Consequently, the Company's share price may be subject
to greater fluctuation and the Ordinary Shares may be difficult to sell. Any
changes to the market trading environment, in particular to the PLUS Rules
could for example, affect the ability of the Company to maintain a trading
facility on the PLUS-quoted Market. Past performance is no indication of future
performance.
Prospective investors should be aware that the value of an investment in the
Company may go down as well as up and that the market price of the Ordinary
Shares may not reflect the underlying value of the Company. There can be no
guarantee that the value of an investment in the Company will increase.
Investors may therefore realise less than, or lose all of, their investment.
The share price of quoted companies can be highly volatile and shareholdings
illiquid. The price at which the Ordinary Shares are quoted and the price which
investors may realise for their ordinary shares may be influenced by a large
number of factors, some of which are specific to the Company and its operations
and some of which may affect quoted companies generally. These factors include,
without limitation, the performance of the Company, large purchases or sales of
ordinary shares by other investors, legislative changes and general economic,
political or regulatory conditions, and other factors which are outside of the
control of the Company.
Future payment of dividends
Dividends may only be paid out of the distributable profits of the Company.
There can be no assurance as to the level and/or frequency of future dividends.
Dependence on key personnel
The Company's business and future success is substantially dependent on the
expertise and continued services and continuing contributions of its Directors,
and senior employees. The loss of the services of any Director, or other key
employee, could have a material adverse effect on the Company's business. The
Company cannot guarantee the retention of the Directors, and senior employees.
The Company's future success and growth will also depend on its ability to
attract and retain additional suitably qualified and experienced employees.
There can be no guarantee that the Company will be able to continue to attract
and retain such employees, and failure to do so could have a material adverse
effect on the financial condition, results or operations of the Company. In
addition, the future success and growth of the Company may be dependent on the
Company's ability to integrate new teams of professionals. There can be no
guarantee that the Company will be able to recruit such teams or effect such
integration. Failure to do so could have a material adverse effect on the
financial condition, results or operations of the Company.
Strategy and funding
The success of the Company depends largely upon the expertise of the current
Directors and on the Investment Advisor and together their ability to identify
suitable investment opportunities and implement the Company's strategy. As part
of its corporate strategy in buying into projects the Company may well acquire
shares in quoted companies where the market price may be volatile and may
therefore be difficult to realise due to a potentially illiquid market.
Investments in companies carry a high risk and these may be even more difficult
to value and realise. Share market conditions may affect the ultimate value of
the Company's share price regardless of future operating performance, and the
market price of the Ordinary Shares may not reflect the underlying value of the
assets of the Company.
Risk of damage to reputation and negative publicity
The Company's ability to attract further investment and to attract new business
is dependent on the Company maintaining a good reputation. The Company is
vulnerable to adverse market perception as it operates in an industry where a
high level of integrity and client trust is paramount. Any perceived, actual or
alleged mismanagement, fraud or failure to satisfy the Company's
responsibilities to its clients, or the negative publicity resulting from such
activities or the allegation by a third party of such activities (whether well
founded or not) associated with the Company, could have a material adverse
effect on the financial condition, results or operations of the Company. In
addition, following the downturn in the equity markets and the resulting
heightened consumer and media interest in the financial services industry, any
future negative publicity (whether well founded or not) associated with the
business or operations of the Company could result in reputational damage and
could have a material adverse effect on the financial condition, results or
operations of the Company.
Inadequacy of systems and controls
The Company's ability to maintain operational and financial controls depends,
in part, on the efficient and uninterrupted operation of its management
information systems, including its computer systems and specifically the
servers that manage the operation of the payment system platforms specific to
the Company's business. There can be no assurance that these systems will
function as required. Furthermore, there can be no guarantee that if the
Company increases in size, its systems, including its information technology
systems, will be able to be upgraded appropriately or in a timely manner, so as
to function as and when required by the greater demands of a larger business.
Any damage to, failure of or inability to upgrade its management information
systems appropriately, could result in interruptions to the Company's financial
controls and client services. Such interruption could have a material adverse
effect on the financial condition, results or operations of the Company.
Dependence on third party service providers
The Company is likely to be reliant upon third party service providers for
certain aspects of its businesses. Any interruption or deterioration in the
performance of these third party service providers could impair the timing and
quality of the Company's services. In addition, if the contracts with any of
these third party service providers are terminated, the Company may not find
replacement outsource providers on a timely basis or on equivalent terms. The
occurrence of any of these events could impact upon the Company's reputation
and have a material adverse effect on the financial condition, results or
operations of the Company.
Competition risks
The Company operates in a highly competitive market. Many of the Company's
competitors will have greater financial and other resources than the Company
and, as a result, may be in a better position to compete for potential business
opportunities. Larger competitors with greater financial or other resources may
be able to advertise their services on a regional or national basis. This
competition could have a material adverse effect on the Company's financial
condition, results or operations as well as the Company's ability to attract
and retain highly skilled individuals. There can be no assurance that the
Company can, or will be able to, compete effectively.
Litigation
Legal proceedings, with or without merit, may arise from time to time in the
course of the Company's business. The Directors cannot preclude litigation
being brought against the Company and any litigation brought against the
Company could have a material adverse effect on the financial condition,
results or operations of the Company. The Company's business may be materially
adversely affected if the Company and/or its employees or agents are found not
to have met the appropriate standard of care or exercised their discretion or
authority in a prudent or appropriate manner in accordance with accepted
standards. Although the Company maintains insurance in respect of such risks,
there is no guarantee that any insurance in place will cover all, or any part,
of any liability incurred by the Company in any such circumstances.
Employee misconduct
The Company runs the risk that employee misconduct could occur from time to
time. Misconduct by employees could include, without limitation, binding the
Company to transactions that exceed authorised limits or present unacceptable
risks, or hiding unauthorised or unsuccessful transactions from the Company,
which, in either case, may result in unknown or unmanaged risks or losses to
the Company. Employee misconduct could also involve improper use of
confidential information, which could result in regulatory sanctions and
substantial reputational harm. It is not always possible to prevent or detect
employee misconduct and the precautions which the Company takes to prevent and
detect this activity (including ongoing training and review processes and
authorising only certain personnel to carry out certain actions on behalf of
the Company) may not be effective in detecting employee misconduct in all
cases. In addition, as the Company grows, such precautions may need to be
updated and/or expanded to increase their effectiveness. Failure to do so, or
to do so in a timely fashion, may lead to such precautions becoming
ineffective, or less effective, against the risks against which it is intended
they mitigate. Misconduct may also occur from time to time on the part of the
Directors. The Company maintains insurance, but there can be no guarantee that
any loss suffered by the Company would be adequately covered by such insurance,
particularly in the event of employee or Proposed Director's misconduct.
Taxation
The Isle of Man tax position may change, in which case the Company may be
subject to taxation on profits or gains where currently it is not.
If any or all of the above risks materialise, the Company's business, financial
conditions, results or future operations could be adversely affected. In such a
case, the price of the Ordinary Shares could decline and investors may lose all
or part of their investment. Additional risks and uncertainties not presently
known to the Directors or which the Directors currently deem immaterial, may
also have an adverse effect upon the Company.
---ENDS---