30 March 2015

GLI Finance Limited increases investment in TradeRiver Finance

The board of GLI Finance Limited ("GLI" or "the Company") announces that on 27 March 2015, the Company increased its stake in the equity of TradeRiver Finance ("TRF") to 43.9% of the ordinary shares and 100% of the preference shares. GLI has held a 9% stake in the ordinary shares of TRF, a global online trade finance company for SMEs, since January 2014. 

This transaction was effected by offering (a) one GLI ordinary share of nil par value ("Ordinary Share") or 0.64 GLI redeemable zero dividend preference share ("ZDPs") to TRF ordinary shareholders for each TRF ordinary share in issue; and (b) ZDPs to TRF preference shareholders for each TRF preference share in issue on a £1 for £1 basis.  

To satisfy the acquisition, GLI will issue 6,187,394 Ordinary Shares and 791,418 ZDPs to TRF's ordinary shareholders and preference shareholders.

Based on the closing mid-market price per Ordinary Share of 57.5p at 27 March 2015 (being the latest practicable date prior to this announcement), the valuation of TRF's entire issued ordinary share capital implied by the acquisition represents an 11.4% premium to GLI's holding valuation of £9.1 million as at 31 December 2014. Based on GLI's net asset value ("NAV") of 51.00 pence per Ordinary Share as at 31 December 2014, TRF's implied NAV represents a 1.2% discount to GLI's holding valuation of TRF as at 31 December 2014.

The Ordinary Shares issued to TRF shareholders accepting the offer will be subject to a lock-in arrangement until 27 September 2015, during which time they will be prevented from disposing of their holdings except in certain limited circumstances. Following the end of the lock-in period, there will be an orderly marketing period of six months terminating on 27 March 2016.

Application has been made for 6,187,394 new Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange, which is expected to occur on or around 2 April 2015. The new Ordinary Shares rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive dividends.

On admission, the Company's enlarged issued ordinary share capital will consist of 213,777,917 Ordinary Shares. All of these Ordinary Shares carry voting rights of one vote per Ordinary Share. There are no Ordinary Shares held in treasury and so the total number of voting rights in the Company following admission will be 213,777,917. The above figures should be used by shareholders following admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

-ENDS-

Contact

GLI Finance Limited

Geoffrey Miller

+1 203 916 0003

+44 7408 830719

Panmure Gordon

Dominic Morley

+44 (0)20 7886 2954

Tom Salvesen

+44 (0)20 7886 2904

Peter Steel

+44 (0)113 357 1152

Camarco

Ed Gascoigne-Pees

+44 (0)203 757 4984

+44 (0)788 400 1949

Hazel Stevenson

+44 (0)203 757 4989

+44 (0)798 600 9720