Schedule 1 - Conister Financi

RNS Number:1543K
AIM
18 December 2007


    ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
                                                COMPANIES ("AIM RULES")

COMPANY NAME:
CONISTER FINANCIAL GROUP PLC


COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:

Conister House

Isle of Man Business Park

Cooil Road

Braddan

Isle of Man

IM2 2QZ



Company Trading Address:

As above


COUNTRY OF INCORPORATION:
United Kingdom


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.conistertrust.com



and from Admission: www.cfgplc.com


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
CFG was incorporated in the Isle of Man in 2006, specifically for the purpose of implementing a scheme of arrangement
for Conister Trust. CFG has not traded since incorporation and, assuming the Scheme becomes effective, it will be the
new parent company of Conister Trust. Conister Trust is an Isle of Man incorporated company whose shares have been
admitted to trading on AIM since 1995 and whose activities include providing finance for personal and business use,
taking deposits and, via its TransSend division, prepaid card services. It is a licensed bank in the Isle of Man and a
member of the MasterCard network. It is proposed that the Group will be reorganised by way of the Scheme and, once the
Scheme becomes effective, CFG will become the new parent company of Conister Trust, which will then be re-registered as
a private limited company and its admission to AIM will be cancelled. Following this, CFG is expected to be admitted to
trading on AIM on 1 February 2007.



Historically, Conister Trust's principal business has been motor vehicle finance. The Group's loan books are funded by
its depositor base without recourse to wholesale funding. Since 2006, the Group's funding emphasis has moved from small
depositors to larger deposits from high net worth individuals, who now account for a substantial proportion of total
deposits. During 2002, the Group diversified by entering the litigation funding market, which involved providing
finance for individuals pursuing personal injury claims.

Further diversification took place in 2006, when the Group entered the insurance premium finance market. This market
has developed to make insurance premiums more affordable for consumers by spreading the cost of premiums. Whilst the
Group continues to build its premium finance business, it is withdrawing from the litigation funding market.

In the first half of 2006, an additional £5.4 million of equity capital was raised to fund the development of the Group
and strengthen its balance sheet. In the second half of 2006, a new division, TransSend (formerly TransBank), which
focuses on prepaid card services, was established.



In November 2007, the Group secured a further £7.1 million equity injection to develop the Prepaid Card division and
for the ongoing development of the Group's other businesses.


DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,
number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held
as treasury shares):
50,413,002 Ordinary Shares of 25p each



Set out below are summaries of the sections of CFG's Articles of Association that relate to restrictions on the
transferring of securities:



There are restrictions on transfer of shares in CFG which arise as a result of its application to the FSA to issue
e-money and its regulation as a bank by the FSC.



If the application to the FSA is successful, a member who increases his shareholding in CFG so that it crosses
thresholds of 10%, 20%, 33% and 50% of the voting rights in the Company, that member must notify the FSA which may
within 3 months approve the increase, issue a notice of objection or give approval subject to conditions. If an
objection notice or approval condition is not complied with, the FSA may issue a restriction notice to the member
restricting his rights in respect of the CFG shares.



The articles provide that if CFG is notified that a restriction notice has been served by the FSA on a member in
respect of his shares in CFG:

(a) the member's shares shall be subject to the restrictions in such notice, which may include restrictions on
transfer, voting rights and further issues to that member; and

(b) a member may be required compulsorily to transfer his shares pursuant to a court order on the application of the
FSA.



The articles also provide that if CFG or any subsidiary is licensed as a bank by the FSC in the Isle of Man and the FSC
has directed that a member who is a controller must not continue to be a controller, that member shall be required
compulsorily to transfer such shares as CFG may require so that he is no longer a controller, at such price as may be
reasonably achievable in the circumstances. A controller is for these purposes a person who, together with his
associates, holds 15% or more of the voting rights at a general meeting.


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
None



Market capitalisation - £40m (based on share price of Conister Trust as at 18 December 2007)


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
55.2 per cent.


DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A


FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or
including any other name by which each is known):


James 'Jim' Mellon, Non-Executive Chairman

Jeremiah 'Jerry' Francis Linehan, Chief Executive

Arron Fraser Andrew Banks, Non-Executive Director

Alan Clarke, Non-Executive Director

Denham Hervey Newall Eke, Non Executive Director

Christopher Ernest Fay, Non-Executive Director

Ilyas Tariq Khan, Non-Executive Director

Donald Cecil McCrickard, Non-Executive Director

Philip Stamp, Non-Executive Director




FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND
AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
                                                                Before and After       % of Issued Share
                                                                                            Capital
                                                                   Admission
Burnbrae Limited                                                   12,000,000               23.80%
Helvetica Strategic Holdings                                       8,336,857                16.53%
Fidecs Nominees Limited                                            6,904,645                13.70%
Island Farms Limited                                               4,222,319                 8.37%
VIDACOS NOMINEES LIMITED - CLRLUX                                  1,583,754                 3.13%
Peter James Scott Hammonds                                         1,559,124                 3.09%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None


(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
The Company's accounting date is 31 December.



The audited accounts for the year ended 31 December 2007 will be published on or before 30 June 2008. The Company will
publish its interim report for the six months ending 30 June 2008 on or before 30 September 2008. The audited accounts
for the year ended 31 December 2008 will be published on or before 30 June 2009.
EXPECTED ADMISSION DATE:
30 January 2008


NAME AND ADDRESS OF NOMINATED ADVISER:
Beaumont Cornish Limited

5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE


NAME AND ADDRESS OF BROKER:
Farifax I.S. PLC

46 Berkley Square, London, W1J 5AT


OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL
BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS
SECURITIES:

DATE OF NOTIFICATION:
18 December 2007


NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
LONDON STOCK EXCHANGE- AIM


THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
22 September 1995


CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY
REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
Confirmed- no breaches.


AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST
TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
www.conistertrust.com


DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY:
The Group will have 5 business lines:

1.     Asset and personal finance

2.     Litigation funding

3.     Insurance premium finance

4.     Deposits

5.     Treasury Management



In view of the inadequate returns on capital employed generated by the Group's asset and personal finance business, the
Group undertook a strategic review of its operations and the potential opportunities available to it in early 2006.
This concluded that the Group's assets were under utilised and could provide greater shareholder value if the Group
concentrated on growing its premium finance business and entered the prepaid card market.



The implementation of this strategy required the Group to increase its capital base and, accordingly, £5.4 million of
new equity was raised in May 2006. This new capital enabled the Group to strengthen its balance sheet which then
allowed the Group to fund the initial development of TransSend. The Group aims to become a leading supplier of prepaid
card payment solutions through business-to-business partnerships with programme operations, initially in Europe and
thereafter worldwide.



The Directors believe that insurance premium finance offers attractive growth prospects and, subject to the
availability of surplus funds generated by the other parts of the Group, is an area the Enlarged Group will seek to
exploit. The Group has also started to develop a treasury management service for high net worth clients.



The Group has also resolved to increase the proportion of deposits from high net worth clients while decreasing the
number and amount of small deposits from retail depositors.


A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
None


A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR
ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors have no reason to believe that the working capital available to the Group will be insufficient for at
least twelve months from the date of its Admission.




DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
None


A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
Settlement will be via CREST


A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
www.conistertrust.com

and from Admission: www.cfgplc.com


INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
Refer to the AIM Appendix document set out at www.conistertrust.com


A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL
YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE
PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:
www.conistertrust.com

and from Admission www.cfgplc.com


THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None








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