Archive: January-December 2009

Board announcement
4/11/09: (SIPP) Holdings in Company

The Board of SIP was informed on 29 October 2009, that, following the purchase of 35,000 Ordinary Shares by Mr. Allan Webb that he is now beneficially interested in a total of 60,000 Ordinary Shares representing approximately 4.0% of the Company's current issued share capital.

The Directors of the Issuer accept responsibility for this announcement.

Disposal of FAA complete
7/10/09: (SIPP) Disposal

Structured Investment Products, the PLUS quoted financial services group announces that pursuant to the Chairmans comment at the Companys AGM, legal completion of the disposal of FAA has now occurred. All conditions have been satisfied, £38,000 has now been received by the Company and the loan repayment schedules are being met.

The Directors of the Issuer accept responsibility for this announcement.

Notification of Changes in Major Shareholdings
7/10/09: (SIPP) Changes

Structured Investment Products Plc has [today] been notified that following the disposal on [2] September of their entire shareholding of 9,562,955 ordinary shares of 0.5p held in the Company, IFIT Institute for Innovative Investment AG no longer has a notifiable interest in the issued share capital of the Company.

Furthermore, the Company has [today] been notified that on [2] September 2009 Mr Stephen Fluin acquired 7,400,000 ordinary shares of 0.5p at a price of 0.4p per share. As a result of the 50:1 share consolidation effective as from 8.00a.m. on 3 September 2009 Mr Fluin now owns 148,000 ordinary shares of 10p each representing 9.99% of the issued share capital of the Company.

The Directors of the Issuer accept responsibility for this announcement.

Result of Annual General Meeting (AGM) and Update on Disposal of Fund Advisers Admin AG (FAA)
7/10/09: (SIPP) Results

The Board of SIP is pleased to announce that all of the resolutions proposed at the Company’s AGM held today were duly passed.

The Company therefore confirms that, pursuant to the announcement released on 10 August 2009 and the passing of the resolution at today’s AGM, every existing 50 ordinary shares of 0.5 pence nominal value will be consolidated into one new ordinary share of 10 pence each (“New Shares”) to be quoted on Plus Markets. The New Shares will commence trading as from 8.00 a.m. on 3 September 2009.

Existing share certificates cease to be valid from this time and new share certificates are being issued immediately.

Furthermore, at the meeting the Chairman, Chris Marsh, made the following statement updating on the disposal of FAA

“I would just like to update you on our progress in disposing of our subsidiary FAA, which we announced recently.

I am pleased to report that our brokers, Daniel Stewart & Company plc, this morning successfully placed the 9.56 million shares owned in the Company by IFIT, who are buying FAA, at a price of 0.4 pence per share, which is equivalent to 20 pence per share in the new consolidated form.

The net proceeds of approximately £38,000 will be passed to us as consideration for the sale of shares in FAA on closing, which I would anticipate within 14 days.

I am also pleased to report that we have also received the first 3 of the 24 loan repayment instalments of SFR5,500 each due from FAA.”

Posting of Report and Accounts for the period ended 31 December 2008 - Revised Profit and Loss Account and Balance Sheet
7/10/09: (SIPP) Reports

Structured Investment Products plc, the PLUS quoted financial services group announces that the Report and Accounts for the period ended 31 December 2008 have been posted to Shareholders and is available below.

The accounts show a consolidated pre tax loss of £665,212 on Turnover of £773,865 for the period from 16 July 2007, being the date of incorporation, to 31 December 2009.

This is materially different from the Companys preliminary unaudited announcement on 29 May 2008 which showed a pre-tax loss of £600,128 on Turnover, unchanged, of £773,865.

The difference reflects the original failure to incorporate the full impairment of Goodwill arising on the acquisitions made during the period and a miscalculation of the Profit and Loss on Exchange.

The consolidated balance sheet also contains material changes from that originally announced, principally arising on the classification of Reserves and in particular the incorrect attribution of losses arising within our 57.5 per cent owned subsidiary Fund Advisers Admin AG (FAA) to our minority interest partner, beyond their participation in the Ordinary Share Capital.

None of these changes has any cash effect within the business, and subsequent to our preliminary announcement we announced that contracts had been exchanged to dispose of our shareholding in FAA and to recover an element of the loans due from them.

On completion, anticipated before the end of August, this will leave the Company as a cash shell with net cash of approximately £250,000

A full copy of the revised report and accounts is set out below.

The Directors of the Issuer accept responsibility for this announcement.

Notice of AGM Consolidation of Share Capital - New Articles of Association
7/10/09: (SIPP) Disposal

Structured Investment Products, the PLUS quoted financial services group announces that Notice of its Annual General Meeting (‘AGM’) has been posted to shareholders today which is to be held at its registered office, Lacon House, 84 Theobald's Road, Holborn WC1X 8RW on 2 September 2009 at 10.30am.

As set out in the Notice it is proposed to consolidate the ordinary share capital of the Company. The terms of the proposed consolidation are:

Each 50 existing Ordinary Shares of 0.5 pence each will be consolidated into one new Ordinary Share of 10 pence each and one Deferred Share of 15 pence each

Fractional entitlements arising out of the consolidation by reason of there being less than fifty ordinary shares of 0.5p or a number not divisible by fifty held by a shareholder shall be aggregated into ordinary shares of 10p and the consolidated shares so arising shall be sold in the market and the net proceeds of sale held for the benefit of the Company.

Admission to PLUS Markets will be sought for the new Ordinary shares of 10 pence each. No quotation will be sought for the Deferred shares which it is intended will at some future date be cancelled, subject to shareholders permission and Court Authority.

The proposal is intended to reduce the number of shares in issue and to try and ensure that the Company’s shares trade at a price which is not a fraction of a penny and that the market-maker’s quoted spread on the shares is reduced.

A resolution to adopt new articles of association to reflect certain changes pursuant to the Companies Act 2006 including electronic communication with shareholders will also be proposed.

The Directors of the Issuer accept responsibility for this announcement.

Disposal of Fund Advisers Admin AG
7/10/09: (SIPP) Changes

Structured Investment Products, the PLUS quoted financial services group announces the sale of its 57.5 per cent owned Swiss subsidiary Fund Advisers Admin AG ('FAA') to Institute For Innovative Trading AG ('IFIT').

FAA was acquired in December 2007 as the first step in a strategy of building an international funds administration and advisory capability. Subsequent changes to legislation in Switzerland significantly reduced FAA's income from its fund administration activities on behalf of Swiss based hedge funds. This was exacerbated by continuing turbulence in financial markets.

Pursuant to the announcement made on 15 April 2008, the shareholding in FAA was originally acquired for CHF57,500 (£25,495) and at the same time SIP loaned FAA CHF 550,000 to be repaid in 36 monthly instalments. A total of CHF 58,350 was repaid before payments were suspended because of the substantial decline in FAA's trading performance. At 31 December 2008 the outstanding loan stood at £303,394 in SIP's accounts. Full provision has been made in the 2008 Accounts for the cost of investment and outstanding loan.

Following the appointment of Peter Webb, announced on 5 May 2009 the Board decided to exit the business undertaken by FAA and instead to concentrate on building a UK based financial services business focussed on the financing and advisory needs of Small-Cap and Micro-Cap companies.

Contracts have now been exchanged for the sale of SIP's shareholding in FAA. IFIT, who work closely with FAA and who are also shareholders in SIP have agreed to acquire the shareholding. The consideration is to be settled from the proceeds of the placement by the Company's brokers Daniel Stewart of the 9,562,955 Ordinary shares in SIP beneficially owned by IFIT, representing 13 per cent of the current issued share capital.

SIP has agreed to subordinate CHF350,000 of the outstanding loan in December 2008 to cover losses in FAA and to allow it to continue to trade. This element of the loan is to be assigned to IFIT for nominal value. The balance of the loan of CHF116,500 (£66,000), including accrued interest, is to be repaid in 24 monthly instalments. IFIT has agreed to guarantee these repayments.

In the year to 31 December 2008 FAA recorded a pre-tax loss of £549,000 on Turnover of £773,000.

The Company has been advised by its Corporate Adviser in conjunction with PLUS Markets that on completion of the disposal SIP will be considered as an 'Investment Vehicle'. Pursuant to Rule 47 of the PLUS Rules any future acquisition will be considered a reverse takeover and will therefore require the approval of shareholders at a General Meeting. As stated above SIP intends to focus its attention on the financing and advisory needs of UK based Small-Cap and Micro-Cap companies and good progress is being made in advancing this strategy.

Commenting on the transaction, Chairman Chris Marsh said:
This disposal marks a significant turning point in the Company's fortunes, we now return to be an investment vehicle with cash resources of approximately £250,000 and with a new Chief Executive and new strategy in place.

The Directors of the Issuer accept responsibility for this announcement.

Enquiries:

Structured Investment Products Plc
Chris Marsh, Non-Executive Chairman
Tel: 020 7464 4170

Daniel Stewart & Company Plc
Stewart Dick
Tel: 020 7776 6550