Shellproof aims to invest in either one or more businesses. Its investment targets will include established businesses with good management teams, solid growth prospects and the potential for capital value appreciation over the medium term. These businesses may have been set up by entrepreneurs who have good strategic plans and need further financial backing to develop their business. It is expected that Shellproof would be an active investor in any business or businesses it acquires. Shellproof will focus its search for either privately or publicly owned investment targets in the business and consumer sectors, with a focus in particular on the support services sector including business process outsourcing, facilities services and property services, although the Directors are likely to be presented with opportunities in other sectors. Shellproof will use its own management resources and outside advisers and services to identify and assess potential targets.
Shellproof will focus its search for investment targets predominantly in Western Europe, including the United Kingdom, and elsewhere in English speaking countries, including, but not limited to, the United States and Canada. In such geographical areas and business sectors, the Directors, together with their advisers, have the appropriate financial, legal and technical expertise and experience to evaluate a potential target and actively conduct a suitable level of due diligence into possible acquisitions. The Directors have significant prior experience of successfully executing transactions as directors of an investing company admitted to trading on AIM. Further details of the Directors’ experience are set out in paragraph 3 below.
The Directors anticipate that they will identify an appropriate investment target within approximately the next 18 months. No such investment has been identified yet. If an appropriate investment target is not found within 5 years of the date of Admission, Shellproof will return any remaining funds to Shellproof Shareholders.
The Company intends to invest its cash resources in a target business or businesses but may also issue further Shellproof Shares either in exchange for an ownership position in the investee business or to raise additional funds for an acquisition.
The Directors will review the Company’s investment strategy on an annual basis and, subject to their review and in the absence of unforeseen circumstances, the Company intends to adhere to the above investments policies. As required by the AIM Rules for Companies and until the Company is substantially invested, the Company will seek shareholder approval annually for its investment strategy. Should the Company make an investment that is not in accordance with investment strategy, such an investment would be conditional on the approval of Shellproof Shareholders. Shellproof Shareholders should note that, owing to his controlling interest in Shellproof Shares, Lord Ashcroft could determine the outcome of any such process.
Changes to the investment policies may be prompted, inter alia, by changes in government policies or economic conditions which alter or introduce additional investment opportunities.
It is the intention of the Company to invest its funds as far as practicable in accordance with the investment strategy, objectives and policies outlined in this document. However, to market and other investment considerations, it may take some time before the cash resources of the Company are invested. Pending investments the funds have been deposited with the Belize Bank International Limited, a related party.
Under Rule 14 of the AIM Rules for Companies, any acquisition which the Company proposes entering into which would depart substantially from the investment strategy described in this document will be considered a reverse takeover for the purposes of the AIM Rules of Companies, and completion of any such acquisition is required to be conditional on the consent of Shellproof Shareholders being given in a general meeting. Shellproof Shareholders should note that, owing to his controlling interest in Shellproof Shares, Lord Ashcroft could determine the outcome of any such process.
Investors should note that where a transaction is considered to be a reverse takeover for the purposes of the AIM Rules for Companies and the Shellproof Shareholders approve any such transaction, trading on AIM in the Shellproof Shares will be cancelled and re-admission to AIM will be required to be sought in the same manner as any other applicant applying for admission of its securities for the first time. Trading in the Shellproof Shares will normally be suspended following the announcement of any such transaction until the Company has published a re-admission document in respect of the Company.