Acquisition

    RNS Number : 0560Y
  Equable Properties PLC
  02 July 2008
   
    Equable Properties plc ("Equable" or "the Company") 

    Proposed acquisition of Askon Properties (UK) Limited, Askon Investments (UK) Limited and Wansco 381 Limited

    Breach of banking covenants 

    Suspension of trading of the Company's shares


    The Board today announces that the Company has entered into a conditional agreement to acquire the entire issued share capitals of Askon
Properties (UK) Limited, Askon Investments (UK) Limited and Wansco 381 Limited (the "Target Companies") (the "Acquisition") from Askon
Estates (UK) Limited, incorporated and registered in England and Wales, and Halfam Enterprises Limited, incorporated and registered in the
Republic of Ireland (together the "Sellers"). 

    The Target Companies are companies, incorporated and registered in England and Wales, whose businesses are developing and selling real
estate in the United Kingdom. The Target Companies are ultimately owned by Kelford Estates Limited incorporated and registered in the
Republic of Ireland, whose major shareholder, holding 99.98% of the issued shares, is Peter McCann, an Irish property developer, who,
following the Acquisition, will own 77 per cent of the enlarged Equable. 

    The Acquisition is, inter alia, conditional upon the prior approval of Equable shareholders and on additional funding.

    The Company has approached the Panel on Takeovers and Mergers (the "Panel") for dispensation from the requirements of Rule 9 of The City
Code on Takeovers and Mergers (the "Takeover Code") and Rule 9 waiver letters will be posted to certain key independent Equable shareholders
as soon as practicable.

    At the time of completion of the Acquisition, the Target Companies will together hold three commercial and residential properties in
Bristol.


    Acquisition Summary:

    *     The consideration payable in respect of the Acquisition is to be satisfied through the issue of such number of shares in the
Company as shall equal 77 per cent. of the then issued share capital of the Company after completion of the Acquisition and after completion
of the Placing (defined below) (the "Consideration Shares"). 

    *     The total consideration is expected to amount to £4.5 million (based on an agreed valuation of the properties to be acquired of
£10.5 million less associated borrowings of approximately £6 million, which Equable has agreed to redeem and replace). 

    *     The Companies have not recorded any profit record or revenue to date.

    *     A valuation will be carried out on the properties and included in the Company's AIM admission document. 

    *     The properties acquired comprise of thirty seven apartments, three retail units and an office building.

    *     In conjunction with the Acquisition, the Company intends to complete a placing of up to £1.5 million (before expenses) by the
issue and allotment of new shares in the Company (the "Placing").

    *     As a reverse takeover the Acquisition is conditional on the approval of Equable shareholders at a general meeting. 

    *     The agreement relating to the Acquisition is also conditional on the granting by the Panel of a waiver of the requirements of Rule
9 of the Takeover Code. 

    *     The Company and FinnCap have agreed that FinnCap will not act as Nominated Adviser and Broker in connection with the Acquisition
and Placing. FinnCap will remain as Nominated Adviser while the Company's shares are suspended to allow the Company the opportunity to find
another Nominated adviser and broker.to advise on the AIM admission and the Placing 

    Recommendation

    The Directors believe that the Acquisition offers the Company the opportunity to, inter alia, increase the assets and income of Equable.
Accordingly, the Directors believe the Acquisition is in the best interest of shareholders.

    Board appointment

    On completion of the Acquisition, Peter McCann, will be appointed an executive director of Equable. The terms of his service agreement
are yet to be agreed.

    Reverse takeover and suspension of trading in the Company's shares

    By reason of the size of the Target Companies in relation to Equable, the Acquisition is classified as a reverse takeover under the AIM
Rules for Companies ("AIM Rules"). The AIM Rules require that completion of the Acquisition is conditional upon and subject to the approval
of Equable shareholders, which will be sought at a general meeting of the Company and the publication of an AIM admission document, which
will be posted to Equable shareholders as soon as it is available. 

    The AIM Rules also require that on announcement of a proposed reverse takeover the Company's shares are suspended from trading until the
publication of an Admission document containing details for the Acquisition

    Financial position of Equable

    The Board also announces that Equable has breached banking ratio covenants in respect of a mortgage taken out in 2007 to finance the
acquisition of ten public houses. All payments of capital and interest to date have been paid. The bank is reviewing its position.


    Enquiries

    Equable Properties

    Desmond Bloom, Chief Executive            077931 25625 

    FinnCap
Clive Carver                                            0207 600 1658

This information is provided by RNS
The company news service from the London Stock Exchange
 
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