30 September 2016
Lead All Investments Limited
("LEAL" or the "Company")
Proposed adoption of new investing policy, appointment of Director, change of Company name and notice convening a general meeting of the Company
The Directors of the Company have been considering the direction and prospects of the Company and in particular whether its investing policy remains the most suitable in order to seek to generate returns for investors in the Company. The current investing policy of the Company, which focuses on multi-level marketing strategies, was adopted by the Company on its original admission to AIM in February 2012. Since that time, the Directors of the Company have investigated opportunities within the investing policy of the Company but have not concluded that any of those investigated were such that they could recommend to Shareholders that the Company make an investment. As a result, the investing policy of the Company has not been implemented in whole or in part.
Having considered the current investing policy, the fact that it has not to date been implemented and the prospects of it ever being implemented at all, the Directors have concluded that it is in the best interests of the Company and, accordingly, Shareholders as a whole if a new investing policy was adopted.
The purpose of this announcement is to explain the background to the proposal to adopt a new investing policy, to set out that proposed investing policy together with the reasons why your Board believes that the proposed new investing policy is in the best interests of the Company and its Shareholders. Connected with the new investing policy, it is also proposed that an additional non-executive Director with expertise relevant to the new investing policy join the board of Directors and that the Company also change its name to assist it with its proposed new commercial objectives.
The adoption of a new investing policy requires the approval of Shareholders in the Company in general meeting further details of which are set out below (General Meeting).
The New Investing Policy and Rational for Change
The Directors consider that it will be in the best interests of the Company that it seek to invest in the wine sector including the agricultural and production aspects of winemaking but also related and synergistic distribution activities and sectors, including traditional distribution related activities such as luxury food, fine dining, wine tasting events etc. and newly emerging distribution sectors or activities involving e-commerce and online marketing activities related to the same. The proposed investing policy is set out in full below in Part 2 of this announcement.
The Directors believe these sectors not only to be well established and stable or growing but also to be capable of providing opportunities enhanced by synergies that will be beneficial to the Company and Shareholders as a whole. With regard to the wine sector, in particular, according to The International Organisation of Vine and Wine, 2015 world wine production was estimated at 275.7 million hectoliters, a rise of 2 per cent. compared with the previous year. The Directors believe the luxury food and fine dining sectors to be both aligned with and complimentary to the wine sector and intend to explore opportunities to make investments in one or more of such sectors or to seek to grow an investment in one sector through synergies afforded by another sector. Further, the Directors consider it to be self-evident that e-commerce strategies that are well conceived and well executed can be materially beneficial to any investment to which it relates and the Directors intend to actively pursue such strategies.
Whilst the proposed investing policy is not restricted to any geographic area it is the case that the Directors have noted, in particular, research projections which estimate that hundreds of millions of Chinese are likely to join China's middle-class in the short and medium term. In this regard, it is projected that, by 2030, China's middle class by broad definition will amount to approximately 93 per cent. of China's urban population which would, over that period, amount to an increase of approximately 325 million people falling within China's urban middle class among a total urban middle class, by then, of 854 million people. Further, the Directors have noted that the household income level of the Chinese middle class population is predicted to reach Taiwan's current median household income level. It is also estimated that the rise of China's middle class will result in a rise by 2030 in its share of total consumption to around 50 per cent. of Chinese GDP from 36 per cent. in 2014. The Directors believe these factors will, in turn, drive significant gains in the consumption of consumer and luxury goods within the sectors of the proposed new investing policy.
The Directors consequently believe that the growth in the middle class of the Asian markets and other emerging markets will underpin the value proposition of luxury consumable goods such as wine or those related to the luxury food and fine dining sector as a result of which investments in this sector and associated industries offer an attractive opportunity to generate returns for investors in the Company. Notwithstanding the opportunity the Asian market and emerging markets present to the Company, the Directors remain open to investment opportunities in any geographic region and the investing policy allows for this.
The Directors are currently actively considering a number of opportunities within the scope of the proposed investing policy which, should the proposed investing policy be adopted, they will pursue with the intent of completing at least one investment as soon as commercially achievable.
New non-executive Director
Having due regard to the proposed new investing policy the Directors consider that further expertise among the Directors will be beneficial to the Company as a whole in executing the investing policy both in identifying suitable investments and in securing returns from any investments as made. The Directors have considered persons who may be suitable for the role and having done so are pleased to inform Shareholders that the appointment of Nathan Nicholas Lowry as a Director has been approved by the Directors.
Mr. Lowry, 44, has significant experience in the wine industry having set up and developed Pall Mall Fine Wines, a Wine Merchants & Wine Bar in The Royal Opera Arcade Pall Mall. He also owns Shepherd Market Wine House, Pavilion Wine and Traders Wine-St Katharine's Dock. He previously founded and owned the wellknown Marquee Club in London and has run in excess of ten bars and clubs. In deciding upon the new investing policy to propose to Shareholders, the existing Directors have taken into account the expertise and advice provided to them by Mr. Lowry.
Mr. Lowry has consented to and is proposed to serve as a non-executive Director under the terms of a letter of appointment dated 29 September 2016 between the Company and Mr. Lowry. Mr. Lowry's appointment is for an initial period of three years, terminable on three months' notice by either party, although Mr. Lowry has agreed to offer himself for re-election by the Shareholders at the next Annual General Meeting of the Company that follows the General Meeting. Mr. Lowry is to receive a fee of £25,000 per annum for his services.
PRESENT AND PAST DIRECTORSHIPS AND PARTNERSHIPS OF NATHAN NICHOLAS LOWRY
PEOPLES COFFEE (SOHO) LIMITED (10068690)
PEOPLES COFFEE (LEICESTER SQUARE) LIMITED (10068729)
PEOPLES COFFEE (OXFORD STREET) LIMITED (10068772)
PEOPLES COFFEE (COVENT GARDEN) LIMITED (10068864)
PEOPLES COFFEE LIMITED (09855202)
TASTE WINE 9 LIMITED (09834587)
TASTE WINE 10 LIMITED (09834737)
TASTE WINE 1 LIMITED (09830016)
TASTE WINE HQ LIMITED (09830500)
TASTE WINE 2 LIMITED (09830576)
TASTE WINE 8 LIMITED (09830457)
TASTE WINE 5 LIMITED (09830633)
TASTE WINE 7 LIMITED (09830655)
TASTE WINE 6 LIMITED (09830545)
TASTE WINE 3 LIMITED (09830553)
SHEPHERDS MARKET FINE WINE LIMITED (09739364)
IRISH GOLD BULLION CO LTD (09611819)
BUY THE MINUTE LTD (09609389)
BAZUM STEEL (HOLDINGS) PLC (09312713)
AMBER GLEN SCOTCH WHISKY CO., LTD (SC443301)
MARQUEE MEDIA ORGANISATION LIMITED (08069059)
APRELSKOE LIMITED (09816664)
PALL MALL WINE LIMITED (08170512)
PALL MALL FINE WINE LIMITED (08128689)
SHEPHERDS MARKET WINE TRADING CO LIMITED (09771997)
LONDON BEER HOUSE LIMITED (09786627)
Previous directorships within the past five years:
BN DESIGN AND BUILD LTD (09856480)
PALL MALL PRINTERS & STATIONERS LTD (07618769)*
PALL MALL STATIONERS LIMITED (08155712)*
COEUR GOLD ARMENIA LIMITED (07534429)*
* indicates dissolved companies. These were inactive subsidiaries, never used by Mr. Lowry.
Mr. Lowry is not currently and has not been a partner in a partnership in the last five years.
Change of Company Name
The change of investing policy, if approved, will be a significant change for the Company. The Directors consider that such a change will be supported by a change in the name of the Company going forward. The proposed new name is GN Group Limited. The change of name requires the passing of a special resolution of the Company which requires at least 75% of the votes cast (whether in person or by proxy) at the proposed General Meeting of the Company to be in favour. The change of name will be implemented as soon as practicable following the General Meeting, assuming the relevant resolution is passed, and it is anticipated that dealing in the shares of the Company under the new name and securities code will be effective a few days after the General Meeting.
The adoption of the new investing policy is conditional on the passing of the relevant ordinary resolution of the Company to be proposed at the General Meeting. The General Meeting is proposed to be held at 10.00 a.m. on Thursday, 24 October 2016 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG, at which the resolutions to approve and adopt the new investing policy and to change the name of the Company will be proposed.
The resolutions will be decided on a show of hands, unless a poll is demanded in a manner permitted by the Company's memorandum and articles of association. The resolution to adopt the new investing policy is to be proposed as an ordinary resolution the passing of which requires more than 50% of the votes cast (whether in person or by proxy) to be in its favour. The resolution to change the name of the Company is to be proposed as a special resolution the passing of which requires at least 75% of the votes cast (whether in person or by proxy) to be in its favour. The result of the General Meeting will be announced through a regulatory information service and on the website of the Company (www.leadallinv.com) as soon as practical.
The Board considers that the adoption of the new investing policy and the proposed change of name of the Company are in the best interests of the Company and its Shareholders taken as a whole and, accordingly, unanimously recommends that Shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial holdings in the Company's current issued share capital.
Geoffrey Baillie Fielding
Independent Non-Executive Director
THE PROPOSED NEW INVESTING POLICY FOR LEAD ALL INVESTMENTS LIMITED
The Company's objective is to generate an attractive rate of return for Shareholders, predominantly through capital appreciation, by taking advantage of opportunities to invest in businesses focusing on the wine sector including the agricultural and production aspects of winemaking but also related and synergistic distribution activities and sectors, including traditional distribution related activities such as luxury food, fine dining, wine tasting events etc. and newly emerging distribution sectors or activities involving e-commerce and online marketing activities related to the same.
The Company may invest in any one or more of such sectors and/or may invest in any one sector and/or, without limitation, may seek to develop an investment in that sector by taking advantage of and pursuing strategies through and synergies afforded by the other sectors. The Company will seek to invest in businesses at any stage of the production or distribution process and any closely associated industries such as related hospitality and event experiences and e-commerce or technology driven routes to market.
The Company aims to provide equity and equity-related investment capital, such as convertible loans, to companies which are seeking capital for growth and development, consolidation or acquisition, or as a pre-IPO round of financing. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent ownership. The proposed investments are likely, in the majority of cases, to be unquoted, but may include publicly traded securities. These investments may be made in combination with additional debt or equity-related financing and, in appropriate circumstances, in collaboration with other financial and/or strategic investors. It is likely that a substantial portion of the Company's financial resources will be invested in building a broad portfolio of assets through smaller investments.
Proposed investments may be made in either quoted or unquoted companies and may be structured as the Board determines is most suitable for the particular investment. There will be no limit on the number of businesses or projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such investments.
The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the day to day management through board representation, with a view to seeking to improve the performance and growth of the business.
The Company will consider any geographical area, to the extent that the investment fits within the Investing Policy.
The Company will not be subject to any borrowing or leveraging limits.
The Directors consider that as investments are made, and new opportunities arise, further funding of the Company will be required.
This announcement contains inside information as defined in Article 7 of the EU Market Abuse Regulation No 596/2014 and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.
For further information please contact:
Lead All Investments Limited
+ 44(0)207 016 9937
ZAI Corporate Finance Ltd.
Nomad and Broker
Ray Zimmerman/Wei (Ivy) Wang/ Songdi Lin
+44(0)20 7060 2220
This information is provided by RNS