Private Trading Systems Plc Lists on PLUS Markets, Admitted for Trading.
Private Trading Systems Plc's ("PTS" or the "Company") entire ordinary share capital of 426,280,354 ordinary shares of nominal value PS0.001 pence each has been admitted for trading on PLUS Markets as of Thursday June 14, 2007 at which time a stock symbol will be assigned. The shares are initially priced at 5 pence per share ("Admission Price") and the Company anticipates that it will have an initial market capitalization of approximately PS21,314,017.
The Company has raised PS1.25 million by way of a private placement with an existing institutional shareholder and will be used to further develop the Company.
PTS has offices in London and Geneva and a representative office in New York.
Atlantic Law LLP is acting as the Company's PLUS Advisor.
The PETS Trading System can be used for trading securities, instruments or any financial asset capable of being converted into electronic form. Offering straight through processing and instantaneous settlement, PETS closely combines the exchange and settlement functions and links with custodial functions through regulated banks.
PETS will enable the Company to offer world-wide, real-time, instantaneous trading and settlement in any financial instrument 21 hours per day, allowing time for maintenance on the system. Following detailed investigation and to the best of their knowledge, the directors are not aware of any other system that offers the complete, seamless, real-time integration of the trading process.
The business strategy is to develop strategic partnerships, initially with international banks, trust companies, brokers and exchanges. Other key users are issuers of all forms of securities, including private equities, public equity, convertible and straight bonds, asset-backed securities, and insurance products.
PETS will bring together buyers and sellers on a global scale providing them with the ability to complete direct, real-time transactions. By eliminating delays, PETS will significantly reduce costs to traders and trading activity on PETS will be difficult to manipulate as it is processed in real time. Customers will be able to open a PETS account online and fund their accounts through banks or other financial institutions.
The Company plans to focus on operating the PETS system, finding suitable niche financial markets where the performance of PETS can offer significant commercial advantage to its customers, widening the number of different types of tradable instruments that are available on PETS, and widening the number of settlement processes and custodian operations connected to the PETS system.
The PETS system will be operated through the Company's subsidiaries. PTS will seek to have a substantial interest in the long-term growth of the trading volumes across all of the distributed trading platforms that utilize the PETS system. A formal patent application on the PETS system was filed on 31 August 2006, which is now patent pending.
PETS is designed to be modular so that any part of the system can be hosted anywhere worldwide. This enables PTS to take advantage of different regulatory regimes for different parts of the system, and meet different commercial needs. PTS must obtain regulatory approval in each jurisdiction in which the PETS system is to operate. PTS will initially focus on operating the PETS system in suitable European financial markets. PTML's subsidiary PETS (Geneve) SA intends to apply for approval from the Swiss Federal Banking Commission for operating an exchange in 2007. The first major contract for PETS is to trade specialized insurance products, and this should become active during 2007.
The listing will help facilitate the roll out of PETS internationally. Listing on PLUS will enable the Company to grow initially in Europe and in the US. It will help to raise the Company's profile in the market to potential clients and investors, and allow the Company to raise funds in the future.
History and Corporate Structure
PTS was incorporated in England and Wales on 16 November 2006, as a Public Limited Company and its purpose is to act as the holding company of Private Treaty Market Ltd ("PTML"). It has not traded to date and its purpose is to act as the holding company of PTML. PTML was incorporated in 2003, to develop the proto-type of the PETS system. PTML has a wholly owned subsidiary in Switzerland, PETS (Geneve) SA.
The primary assets of Private Trading Systems, Inc ("PVTD") are the 100% holding of PTML and the intellectual property rights which were acquired by the Company in exchange for all of the issued share capital in the Company on admission to PLUS ("Admission").
The existing business of PTML will continue unchanged, under the control of the Company.
Reasons for the Admission to PLUS
The Directors believe that the benefits of being listed on PLUS include raising the Company's profile; and the ability to raise additional funds in the future.
Beneficial Ownership of Directors and Substantial Shareholders
The table below sets out the number of shares of ordinary shares owned of record and beneficially by the Directors based upon the 426,280,354 shares of the Company's ordinary shares that were issued and outstanding at the date of Admission.
Unless otherwise indicated each person or entity has sole voting and investment power, or shares such powers with his or her spouse, with respect to the shares shown as beneficially owned.
Name Number of Shares Beneficially Owned Shareholding (%) Robert J Stevens 9,649,000 2.08
The Company has granted the following options, which are exercisable at the Admission Price.
Name Number of Options Exercise Period from the date granted (years) Atlantic Law Llp 3,000,000 3 Mr. Burrell 23,333,333 7 Mr. Smith 15,000,000 7 Mr. Stevens 5,000,000 7 Mr. Goldsmith 3,000,000 7 Mr. Liker 2,000,000 7 Mr. Bandy 4,000,000 7 TOTAL 55,333,333
The following shareholders each have a beneficial interest in more than 3% of the issued share capital of the Company:
Name Number of Shares Beneficially Owned Shareholding (%) Brent Anderson (1) 17,465,000 3.8 Chart Investments Limited - beneficiary is Christopher Potts 16,796,610 3.6 Mercurius Capital Partners Ltd 31,154,410 6.7
(1) Includes 935,000 shares held in the name of BA Associates, in which Mr. Anderson has a beneficial interest.
The overall market continues to grow with over 7,000,000 individual securities available for electronic trading worldwide. New classes of securities emerge every year, one example being the rise in esoteric asset-backed securities over the last few years. New services such as Arca Ex[R] or Instinet[R] cover different parts of the trading lifecycle. However, no one service currently available offers all the necessary components of the trading lifecycle in a seamless, integrated fashion.
The financial markets have seen considerable change in recent years arising from technological development, principally in electronic trading. This has enabled markets to operate at a much faster rate than was previously feasible and has led to an expectation of continued improvement in the speed of transactions.
While a number of participants in the financial markets operate trading systems, none offers an integrated solution such as the PETS and PTS is in a strong position to withstand competition and regulatory changes.
Board of Directors
Walter K Goldsmith FCA - Chairman
Mr. Goldsmith joined the board of the Company in November 2006 as Chairman. He is a Chartered Accountant and has extensive experience as a director and Chairman of companies, both public and private, and currently serves on the board of a number of companies in industries as diverse as banking, motor and leisure and property. From 1979-1984 he was Director General of the Institute of Directors. He is a published author notably of "The Winning Streak" series of books on management.
C. Austin Burrell BS - Non-Executive Director
Mr. Burrell joined Private Trading Systems, Inc. in December 2004 as Chairman of the Board, President, Chief Executive Officer, Corporate Secretary, and Treasurer. He is now a consultant to the Company on marketing exchange facilities to US companies. Prior to joining the Company, Mr. Burrell worked as a consultant for Quantum Matrix, Inc. from July 2000 to December 2004. From December 1999 to July 2000, he served as President, Chief Operating Officer, and a director of What's For Free Technologies, Inc. Mr. Burrell also serves as a director of Windergy, Inc.
Lindsay M. Smith BA ACA - Chief Executive Officer and Director
Mr. Smith was appointed Chief Financial Officer and a Director of Private Trading Systems Inc. in November 2005. He joined PTML in May 2005 as Chief Executive Officer and also serves on the board of directors of PTML. Mr. Smith is a U.K. qualified Chartered Accountant. From July 2004 to March 2005, he served as a director of Caplay Plc, a U.K. listed company. Prior to that, Mr. Smith had been a director of a number of venture capital start up and recovery companies having previously spent 11 years with Henry Ansbacher & Co Limited, merchant bankers, both in the U.K. and the U.S. Mr. Smith is also a non-executive director of DeMatco Inc. and Globalink International Plc.
Robert J. Stevens - Non-Executive Director
Mr. Stevens has been a Director since November 2005. He has served on the board of directors of PTML since 2003. Prior to joining PTML as a director, he co-founded Betting Markets Ltd. in 2000. Mr. Stevens also serves on the boards of directors of Griffin Investments Ltd. and DeMatco Inc.
Past and Present Directorships
Appendix 1 Director Current Directorships Lindsay Smith Purewater Holdings Plc Globalink Plc DeMatco Inc PVTD PTML C. Austin Burrell PVTD Robert Stevens PTML Griffin Leisure Ltd Griffin Holdings U.K Ltd Griffin Bloodstock Ltd DeMatco Inc. DeMatco Ltd Walter Goldsmith Asite Plc British Food and Farming Ltd NRC Group Plc Beagle Holdings Ltd Bank Leumi (UK) Plc The Fitness Connexion (Hartlepool) Ltd Visonic Ltd KBH Transport Media Ltd Jewish Music Institute Estates and Management Ltd Songs of Freedom Ltd Elmerin Ltd Mercury Group Plc Director Previous Directorships Lindsay Smith Pureflo Ltd Roof Revivers Ltd Strat-tel.com Ltd Caplay Plc Kingston Capital Partners Ltd Movies on the Move Ltd Baden Associates Ltd Baden Consultants Ltd C Austin Burrell Vocal Communications, Inc Windergy, Inc Robert Stevens Consortium Investments Ltd Walter Goldsmith Jumbo International Plc Guiton Group Ltd Royal Stafford Tableware Ltd Procurecard Ltd Union Group Ltd SCS Upholstery Plc Fitness First Plc Key Developers Terence P. Ramsden
The PETS System was originally devised by Mr. Ramsden and until 23 May 2005 he was a director of PTML
Mr. Ramsden pleaded guilty to offences of dishonesty relating to a failure to disclose assets to his trustee in an individual bankruptcy. The offences, which did not involve shares or securities in any company public or private, were committed between April 1992 and December 1993 and Mr. Ramsden was sentenced on 6 May 1998. The conviction and prison sentence will be over ten years old on 6 May 2008 and Mr. Ramsden will therefore be subject to the Rehabilitation of Offenders Act 1974.
Mr. Ramsden owns a 9.4% shareholding in the Company. His suitability to be a controlling shareholder of listed companies in the United States had been subject to review by the Securities and Exchange Commission and no objections were raised to this nor to his being in control of that company's European operations.
Mr. Ramsden holds no controlling influence over the Company which is run independently of him.
A new system
1. The PETS System has not yet been commercially tested in the market, and as the Company expands the system will have to cope with increasing numbers of transactions while servicing customers. In order to minimize this risk PTML are refining the system and running tests to ensure the system remains sufficiently robust to handle such expansion.
Regulatory Approval in Jurisdictions
2. The area of business in which PTML operates is highly regulated and requires regulatory approval in each of the jurisdictions in which it operates. It is possible that the Company will not be able to obtain regulatory approval in a timely manner or at all in certain jurisdictions where it intends to operate. In order to counter this risk PTML is working to ensure that the PETS System and the internal control systems operated within it are of the highest standards demanded by the regulators.
Changes in Legislation
3. Changes in legislation may require changes to the PETS System which the Company may not be able to accomplish in a short period of time or at all, which would damage the Company. In order to ensure that this risk is reduced PTML constantly reviews the legislation being introduced or proposed which may impact our business and adjust plans accordingly.
4. Although the Directors consider that direct competition is limited, they anticipate that as the PETS System becomes more widely known, there may be competitive pressure from large and entrenched companies that are vendors of trading systems or order book matching systems. Many of theses companies have greater financial resources and may attempt to hinder the implementation and expansion of the PETS System in order to protect their market share.
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|Date:||Jun 12, 2007|
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