as 12 November 2007


The Directors of Ace Liberty & Stone Plc (“Ace” or “the Company”) are pleased to announce that the Company’s shares have commenced trading on PLUS Markets (“PLUS”) today.

The Company has admitted its entire issued share capital of 171,750,000 Ordinary shares of GBP 0.01 each.

The Company has issued Options to the directors to subscribe for up to 12,000,000 Ordinary shares at an exercise price of GBP 0.01 per share, exercisable at any time up to 26 September 2012.

The Company’s sector is real estate

Ace Liberty & Stone Plc is a company established to build a commercial and residential property investment portfolio which will take advantage of opportunities that arise in property trading and development both in the UK and abroad.


The Company’s intention is to focus on the acquisition of commercial and residential investment properties, primarily in the United Kingdom, but also overseas. It is not intended to specialise in any particular property sector and opportunities may be sought in offices, retail, industrial, warehouses, retail warehouses, hotels or any other type of property. The Directors will also consider the purchase of vacant or part vacant properties, land etc if good opportunities arise. It is likely that the majority of properties acquired will be income producing. The Company will seek to acquire properties for medium to long-term investment and it is intended to build up an income producing commercial property portfolio as the core of the Company. The Company will also seek to acquire properties for the purpose of trading.

Acquisitions will be financed by either the issue of new Ordinary Shares or other commercial paper, such as loan notes, by cash and by debt, or by any combination of these methods. In view of the Company’s relatively small capital base, issuing new shares as consideration for property acquisitions will provide the Company with a method of completing transactions which might otherwise not be achievable. No change in control of the Company or composition of the board will take place. In due course additional, non-executive Directors may be appointed.

Transactions structured in this way may result in higher levels of gearing. The Directors believe that it is appropriate to adopt a flexible approach towards gearing during periods of low interest rates.

The Company has significant authority to issue new Ordinary Shares without further reference to shareholders. In the event that new shares are issued as consideration for acquisitions this will result in dilution in terms of percentage shareholdings but the Directors believe that the Company will benefit from its flexibility and ability to issue new Ordinary Shares as consideration for properties where possible.

The Directors will be seeking to continue to increase the size of the Company in order to attract investor interest and a higher public profile for the benefit of the Company.

A number of possible acquisitions are at various stages of negotiation including single properties and portfolios and certain of the vendors have indicated that they will consider accepting shares in part payment for their properties.

The first property acquisition has taken place. The Company has completed on a portfolio of 32 houses in Stoke-on-Trent for a consideration price of GBP2.4m. A loan of GBP1.6m was taken up with the balance of the consideration payable by way of issuing 80,000,000 Ordinary shares in the Company at par. The SPV which owns the portfolio, and which was sold to the Company, was owned by the Ghandour family.

The Company has raised GBP400k by way of subscriber share capital at par and recently a further GBP1,035k by way of a placing at GBP0.02 per share. In the opinion of the Directors, having made due and careful enquiry the working capital available to the Company is sufficient for its present requirements, that is for at least the next twelve months from the date of Admission.


The Directors believe that the benefits of introducing the Company to trade on PLUS include:

  • To raise the profile of the Company;
  • The ability to raise further funds in the future, either to enable a proposed acquisition or investment to be completed and/or to raise additional working capital or development capital for the Company once the acquisition has been completed; and
  • The ability to attract high quality directors and employees by offering share options. The Directors consider that the ability to grant options over

PLUS traded shares is potentially more attractive to directors and employees than the grant of options over unquoted shares.


The Group has a highly experienced management team in place with extensive knowledge and relationships across the property industry.

Ismail Fadel Ghandour, MBA (aged 45), Chief Executive

After gaining his MBA qualification in the Eighties, Ismail Ghandour took responsibility for his family’s property interests in Europe and the Lebanon. He built up a portfolio of properties in the UK. Starting with some small flats in the mid-1980′s, he built up a portfolio which is now 50% residential and 50% commercial. In the last six months, he has purchased properties to a value of GBP50million. His own company, Hind Properties Ltd, has also grown from a small start in 1988 with one flat to control of a portfolio of properties worth GBP10million.

During this period of twenty years, he has developed a good knowledge of the property market in the UK and abroad as well as a strong network of contacts among other property investors, banks and professionals such as surveyors and solicitors.

He now plans to enter the public arena and develop further his property investment skills on behalf of shareholders.

Mark C. Thomas, MRICS IRRV (aged 48) Non-executive Chairman

Mark Thomas qualified as an Associate of the Royal Institution of Chartered Surveyors in 1985. He then worked for Carter Jonas, Gerald Eve and Fuller Peiser (now Atis Real) carrying out valuations and offering strategic advice on the acquisition and sale of properties throughout the United Kingdom and overseas. Assignments included the Hungarian state privatisation programme and secondment to Price Waterhouse.

He is now a director of Maybridge Commercial Ltd, a multi-disciplined firm of Chartered Surveyors created from the amalgamation of Maynards Chartered Surveyors formed over one hundred years ago and Thomas & Co Chartered Surveyors formed in 1998

Ivan William Minter, FCA (aged 63), Finance Director

After qualifying as a Chartered Accountant in 1968, and a spell as a sole practitioner, Ivan Minter has acted as financial controller, finance director and company secretary in a variety of companies, including Lansing Bagnall Limited, Trafpak Limited, Eagle House Press Limited, Unidata (UK) Limited, Xitec Software Plc, Eurocity Properties Plc and Hemisphere Properties Plc. He is a director of Equable Properties Plc which was admitted to the AIM market of the London stock exchange on 30 March 2007, when dealings in the 1p ordinary shares commenced at 2.75p, a significant premium to the placing price of 1.4p, and of Secure Fortress Plc which was listed on PLUS market on 10 April 2007.

Both directors have entered into a service agreements with the Company dated 26 April 2007, for 18 months initially and thereafter subject to either party giving notice in writing to the other of not less than 6 months. The Agreement provides for an annual salary of GBP12,000 per director.

Keith Pankhurst (aged 59), Non-executive Director

Keith Pankhurst has over 30 years of property experience including 10 years working for highly reputable and old established firms such as George Trollope and Sons, William Willett and Hamptons, in the prime central London areas of Belgravia, Mayfair, Knightsbridge, Kensington and Chelsea.

He is now Managing Director of Ashdown Marks Ltd., an independent highly successful niche practice which he co-founded in 1985, based in Walton Street, Chelsea SW3, specialising in residential sales, lettings and investments.


Directors Number of Ordinary Shares Percentage holding
Ismail Ghandour 20,000,000 11.6%
Ivan Minter 1,500,000 0.9%
Keith Pankhurst 400,000 0.2%
Mark Thomas 400,000 0.2%

The shareholding shown above for Ismail Ghandour includes 5,000,000 shares held by his wife and 1,000,000 shares held by his daughter.


Shareholder Number of Ordinary Shares Percentage holding
Mrs. Hind Ghandour 91,000,000 53%
Ismail Ghandour 20,000,000 11.6%
M1 Capital Limited 15,000,000 8.7%
Mrs. E Dajani 12,500,000 7.3%

The shareholding shown above for Mrs Hind Ghandour includes shares held by a family trust of which Mrs Ghandour is deemed to have control.

The shareholding shown above for Ismail Ghandour includes 5,000,000 shares held by his wife and 1,000,000 shares held by his daughter.

The founders and principal shareholders of the parent company of M1 Capital Limited are brothers Taha and Najib Mikati.


ISMAIL GHANDOUR Hind Property Co Limited None
IVAN MINTER Equable Properties plc Hemisphere Properties plc
Elements and Assets Trading Limited Tramp Properties (Dundee) Limited
Kimberlite Diamonds Limited Tramp Properties Limited
Zelta Yanacocha Limited
45 Carlingford Road Limited
Zelta Investments Limited
Secure Fortress plc
KEITH PANKHURST Ashdown Marks Limited None
Citycheck Limited
MARK THOMAS Leecroft Limited Maynards Incorporating Thomas & Co Limited
Maybridge Commercial Limited
Mustn’t Grumble Investments Limited


The following specific factors should be considered carefully when evaluating whether to make an investment in the Company. The investment offered may not be suitable for all of its recipients. Before making an investment decision, prospective Investors should consult a person authorized under the Financial Services and Markets Act 2000 who specializes in advising on the acquisition of shares and other securities. A prospective Investor should consider carefully whether an investment in the Company is suitable for him/her in the light of his/her personal circumstances and the financial resources available to him/her.

Additional specific threats to the business of the company are:

  • The Company’s performance may be affected by changes in legal, regulatory and tax requirements.
  • General economic conditions may affect the financial stability of the Company’s prospective tenants and/or the demand for and value of commercial property. The Company’s policy of high initial borrowings means that any such fall in the value of its property would have a substantial adverse effect on the Company’s net asset value.
  • The Company’s business may be affected by legislative changes or changes in planning rules and practices.
  • The Company has significant borrowings and would therefore be affected by rises in interest rates, although the effect of such rises would be mitigated by the Company’s policy of capping the potential interest rate rises on the majority of its borrowings.
  • Investment in shares traded on PLUS carries a higher risk than shares quoted on the Official List of the United Kingdom Listing Authority or the Alternative Investment Market.
  • The price at which investors realise their Ordinary Shares will be influenced by a larger number of factors, some specific to the Company and its proposed operations, and some general. These factors could include the performance of the Company’s operations, large purchases or sales of shares in the Company, absence of liquidity in the Ordinary Shares, legislative or regulatory changes affecting the business of the Company and general economic conditions. An investment in the Ordinary Shares may be volatile and investors could lose some or all of their investment.
  • Although the Company has a defined strategy, there can be no guarantee that its objectives or any of them will be achieved on a timely basis or at all.
  • Unexpected problems associated with the integration of a new project, asset or company may be encountered. Such problems could adversely affect the Company’s ability to generate profits.
  • Although it is the Company’s intention to issue Ordinary Shares to satisfy all or part of the consideration payable for acquisitions, sellers of target companies or assets may not be prepared to accept shares traded on PLUS.
  • The Company may face competition from other entities with comparatively greater resources to invest in similar target companies and assets. There can be no assurance that competition will not limit the Company’s ability to implement its strategy.
  • The Company may in the first few years to generate year-on-year losses as overheads exceed net rental income. The working capital of the Company can be strengthened during this period by way of refinancing properties, sale of properties of raising equity funds. There is no guarantee that any of these three financing options will be successful.


Alfred Henry Corporate Finance Limited is acting as the Corporate Advisor for the Company, and can be contacted at:

5-7 Cranwood Street

Telephone: +44 (0)20 7251 3762

The Directors of Ace Liberty & Stone plc accept responsibility for this announcement.

12 November 2007