NINE Ninety

    RNS Number : 7802C
  Albany Capital PLC
  04 September 2008
   

    4 September 2008
    Albany Capital PLC
    ("Albany Capital" or "the Company")

    Investment in Honour Field

    Albany Capital (ticker: ALB) announced on 23 July 2008 that it had completed an Investment of �2 million in Honour Field International
Ltd ("Honour Field").

    The Investment in Honour Field was by way of Convertible Loan Notes which would convert into New Shares in Honour Field upon a Liquidity
Event. The Loan Notes have a Conversion Price equal to 60 per cent of the consideration per share of Honour Field as defined by the
Liquidity Event.

    Proposed Acquisition of Honour Field

Ninety Plc (ticker: NINE), an AIM listed subsidiary of Albany Capital, has announced today that it has conditionally agreed to acquire the
entire issued ordinary share capital of Honour Field for a consideration of up to �20.12 million. The consideration is to be satisfied by
the issue of New Ordinary Shares (following the proposed 1 for 60 share consolidation) in Ninety Plc at a price of 75p per ordinary share,
9,860,000 to be issued on Completion and up to a further 10,300,000 to be issued conditional upon Honour Field achieving a minimum audited
net profit after tax for the financial year ending 31 December 2008 of RMB60 million, �4.38 million (�1: RMB 13.71) and against which the
Deferred Shares will be allotted. The total consideration includes 6,666,666 New Ordinary Shares issued on conversion of the Albany
Convertible Loan and the Hermes Convertible Loan. The enlarged market capitalisation of Ninety Plc upon completion of the Acquisition will
be �17.3 million, excluding Deferred Shares and �25 million including Deferred Shares.
    
The acquisition will provide Ninety with a well established and proven business in the PRC ("Peoples Republic of China") which produces
Sorbic Acid and Potassium Sorbate and with customers in over forty six countries. Honour Field will also provide Ninety Plc with a
profitable business with the opportunity for continued commercial development and sustained long-term growth, under an experienced local
management team. Honour Field owns the entire issued share capital of Linyi Van Science and Technique Co. Ltd ("LVST") which was founded in
July 2001 as a private company from a previously state owned enterprise in Shandong PRC. LVST's principal activity is the production and
sale of the food preservatives Sorbic Acid and Potassium Sorbate from its 33,000 m� production facility in Linyi City, Shandong Province,
PRC. LVST currently produces approximately 3,000 metric tonnes of Sorbic Acid and 5,000 metric tonnes of Potassium Sorbate per year. In the
six months ended 30 June 2008 LVST made profit before tax of �2.26 million.
    In addition, to reflect the proposed changes to Ninety Plc, its management and operations as a result of the Acquisition, it is proposed
that, conditional on Completion, Ninety Plc will change its name to Sorbic International plc.

    The proposed acquisition will constitute a reverse takeover of Ninety Plc under the AIM Rules and a change in control of Ninety Plc
under the City Code.

    Effect of Proposed Acquisition on Albany Capital

    Albany Capital currently has a holding of 72 per cent in Ninety Plc which under the proposed terms of the acquisition will result in a
holding of 4,493,333 ordinary shares in the enlarged Ninety Plc being equal to 19.5 per cent.

    Albany Capital's �2.0 million Investment in Honour Field Convertible Loan Notes will convert into 4,444,444 ordinary shares in the
enlarged Ninety Plc being equal to 19.2 per cent.

    Therefore in the event that the Proposed Acquisition of Honour Field is completed by Ninety Plc, Albany Capital will retain a holding of
8,937,778 ordinary shares being equal to 38.7 per cent of the enlarged issued share capital of Ninety Plc.

    John McLean, Chairman of Albany Capital Plc, said: 
    "Our investment in Honour Field fits ideally with Albany's successful investment strategy which focuses on growing companies with high
quality local management teams based in the Peoples Republic of China.  Honour Field is a profitable and cash generative business which has
a strong market position in growing markets and a strategy to grow the business both organically and by acquisition."

    www.albanycapital.co.uk

    -Ends-

    Enquiries:

 Albany Capital     tel: +44 (0)7768 031454
 John McLean,     
 Chairman         
                  
 WH Ireland         tel: +44 (0) 20 7220 1666
 James Joyce      
 Sarang Shah      
                  
 Hansard Group      tel: +44 (0) 20 7245 1100
 John Bick        
                  


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