International Assets Enters into Share Acquisition Agreement With Baltimore plc.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- International Assets Holding Corporation (Nasdaq:IAAC IAAC Information Assurance Advisory Council IAAC Interamerican Accreditation Cooperation IAAC Inter American Accreditation Cooperation IAAC Infertility Awareness Association of Canada, Inc IAAC Indo-American Arts Council, Inc. ) (the "Company" or "INTL INTL International INTL Internal INTL Installer ") today announced that it entered into a share acquisition agreement with Baltimore plc ("Baltimore"), an English company listed on the AIM market in the United Kingdom (AIM:BLM BLM n abbr (US) (= Bureau of Land Management) → les domaines ). Under this agreement, INTL would acquire 30,000,000 ordinary shares of Baltimore. The effectiveness of the share acquisition agreement is conditional upon the withdrawal or lapse of the current unsolicited offer for shares of Baltimore made by Oryx oryx (ôr`ĭks), name for several small, horselike antelopes, genus Oryx, found in deserts and arid scrublands of Africa and Arabia. They feed on grasses and scrub and can go without water for long periods. International Growth. Under the share acquisition agreement, INTL has agreed to acquire 30,000,000 ordinary shares of Baltimore at current net asset value being a price of 20.6 pence per share (US$0.37 at current exchange rates) for an aggregate consideration of approximately US$11,248,000 (at current exchange rates) of which approximately US$1,420,000 would be deferred subject to the realization of the current value of certain investments held by Baltimore in the next two years. The shares of Baltimore to be acquired by INTL would represent approximately 18% of the total outstanding shares of Baltimore following the consummation of the transaction, and would make INTL the largest single shareholder of Baltimore. The share acquisition agreement grants INTL the right to appoint 20% of the directors of Baltimore, provided that INTL maintains a minimum 10% ownership position in Baltimore. At the closing of the share acquisition, INTL would receive warrants which entitle INTL to purchase an additional 28,370,000 ordinary shares of Baltimore at a subscription price of 24 pence or approximately US$0.437 per share (based on the current exchange rate). The warrants would be exercisable at the option of INTL for a period of 5 years. Additionally, INTL would be required to exercise the warrants at the option of Baltimore in the event that the average market price of the shares of Baltimore for a period of 3 consecutive months exceeds the subscription price by 30% or more. At the closing of the share acquisition, INTL and Baltimore would also enter into a management consulting Noun 1. management consulting - a service industry that provides advice to those in charge of running a business service industry - an industry that provides services rather than tangible objects agreement under which INTL would provide management and investment consulting services Noun 1. consulting service - service provided by a professional advisor (e.g., a lawyer or doctor or CPA etc.) service - work done by one person or group that benefits another; "budget separately for goods and services" to Baltimore. The management agreement provides that INTL will receive an annual management fee equal to 1% of the market value of the investment assets of Baltimore, together with an additional 10% share of investment profits on the managed assets. This share of profits will be subject to a hurdle rate Hurdle Rate The minimum amount of return that a person requires before they will make an investment in something. Notes: This is the rate of return that will get someone "over the hurdle" and invest their money. of libor and a high water mark. The management agreement will have a term of 5 years, but may be terminated by either party upon 12 months notice. Baltimore is a company formerly engaged in software development, information technology and related businesses, all of which have been liquidated DAMAGES, LIQUIDATED, contracts. When the parties to a contract stipulate for the payment of a certain sum, as a satisfaction fixed and agreed upon by them, for the not doing of certain things particularly mentioned in the agreement, the sum so fixed upon is called liquidated damages. (q.v. . In February 2006, Baltimore was listed on the AIM market as an investment company. Baltimore announced in March 2006 that it had unaudited net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of approximately GBP GBP In currencies, this is the abbreviation for the British Pound. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 29 million, consisting of approximately GBP18 million in the form of cash and cash equivalents and the balance in minority investments in small cap companies. The stated strategy of Baltimore is to focus on investments in small cap companies and to expand as a financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. business with a focus on asset management activities. Baltimore has UK capital tax losses which amount to approximately GBP1.2 billion. No value has been placed on these tax losses due to the significant restrictions on their possible future use. INTL proposes to fund the proposed acquisition of the shares of Baltimore through its existing cash resources. The consummation of the transactions contemplated by the agreement is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the lapse of the unsolicited tender offer by Oryx, as well as the listing of the additional shares to be issued to INTL on AIM. In the event that these contingencies are not fulfilled within 90 days from execution, the agreement will terminate. About International Asset Holding Corporation (Nasdaq:IAAC) International Assets Holding Corporation and its subsidiaries (the "Company") form a financial services group focused on select international securities, currencies and commodities markets. We commit our capital and expertise to market-making and trading of international financial instruments, currencies and commodities. The Company's activities are currently divided into five functional areas -- international equities market-making, international debt capital markets, foreign exchange, commodities and asset management. Additional information regarding the Company is available on the Company's web site at http://www.intlassets.com. Certain statements in this document may constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control, including adverse changes in economic, political and market conditions, losses from the Company's market-making and trading activities arising from counterparty Counterparty The other participant, including intermediaries, in a swap or contract. failures and changes in market conditions, the possible loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of federal and state securities laws and the impact of changes in technology in the securities and commodities brokerage industries. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reasonable assumptions, there can be no assurances that the actual results, performance or achievement of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. |
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