Who Are We?
Whetstone Capital Group plc is an externally managed Alternative Investment Fund (AIF) registered with the Financial Conduct Authority (FCA) and its shares can be traded on the Britdaq matched bargain platform. The Company hopes as soon as possible to trade on a regulated stock market.
As an externally managed AIF the Company’s day to day management and investment process is managed by an independent external Investment Manager and an Investment Committee. The Board of Directors is responsible for corporate governance and strategy.
Investments by the Company and financial management require the triple approval and oversight by the professional Investment Manager, the Board of Directors and the Investment Committee made up of appropriate experts depending upon the business sector involved as well as members drawn from the Investment Manager, the Advisory Board, significant shareholders and the Board of Directors.
The Company’s objectives are to make investments in and acquisitions of private and public companies in a broad range of sectors. Investee companies must be typically well managed, cash generative and our involvement must add to the liquidity of our stock. The Company’s objective is to acquire quality investments that increase the scale and liquidity of the Company on an exponential basis.
The Company is looking to back proven management teams capable of running and growing their own business with the minimum of outside control by the Company
The Directors believe that providing an alternative route to capital for small and mid cap companies represents an exciting investment opportunity given the reluctance and terms set by conventional providers, such as banks, which have become so risk adverse that their terms are unattractive to companies if funding is even available.
The Directors believe that specific and significant opportunities exist to provide alternative funding to small and mid cap businesses through either taking strategic stakes or outright acquisition. Typically, the Company is looking to back outstanding management teams capable of running and growing their own business with the minimum of outside control by the Company.
The Investment Team believe there is extraordinary potential for returns by providing such an alternative to conventional funding sources to companies in a wide range of sectors and markets. The Company's intention is to become the strategic investor of choice for small and mid cap fast growing companies.
Investment Scope & Objectives
The Company intends to target investments in businesses that hold assets which are typically asset rich and capable of being turned quickly into cash generative operations, such as energy extraction businesses, mines, refineries and processing plants. The preference is for brownfield opportunities, although investments in businesses with attractive development opportunities may also be considered. Investments may include, but are not limited to, the acquisition and disposal of ordinary shares, preference shares, debentures, loan stocks, other securities, options and warrants of and in listed and in unlisted companies and/or other vehicles that focus on the same scope as the Company. Surplus resources will be held in cash, cash equivalent and liquid assets pending deployment.
On the advice of the Investment Manager, the Company, whether individually or with strategic equity partners, on a case-by-case basis, will utilise its financial ability and expertise and execution skill to participate in investments falling within the Investment Scope with the principal objective of providing Shareholders with a high overall rate of return.
The investment objective of the Company is to provide Shareholders with an attractive total return achieved through both capital appreciation and dividends given its focus on cash generative businesses which should be able to distribute profits to shareholders. The Directors believe that there are likely to be sufficient investment and acquisition opportunities within both private and public businesses in the small and mid cap arena. The Investment Team, through their extensive network of contacts, have identified a number of potentially interesting investment opportunities.
In order to take account of opportunistic investment opportunities which might lie outside the Investment Scope stated above, the Board has reserved the right to approve such investments should it consider the investment to be in the best interests of the Shareholders as a whole and to instruct the Investment Manager accordingly. The Board, to the extent that the exercise of such discretion is not already disclosed publicly, shall notify shareholders as appropriate and to the extent that the Board wishes to amend its Investment Scope and Objectives and/or may require the Company’s approval of such investment falling outside the Investment Scope, it shall seek Shareholder approval by means of an ordinary resolution.
The Directors intend that the Company's investments will adhere to the following guidelines:
The Directors believe in investing in people. The Company will seek people who are experts in their field and passionate about their company. The Company invests in them.
Cash is king. The Company will generally only invest in companies which generate, or will quickly generate, cash and which can turn profits into dividends for shareholders.
The investments will be intended to add liquidity to the Company’s issued share capital and create goodwill for both the Company and the target company.
Following the completion of any acquisitions, the Investment Manager will work in conjunction with incumbent management teams to develop and deliver a strategy for performance improvement and/or acquisition-led strategic and operational enhancements. Investors should be aware that it is an express intention of the Directors to utilise its share capital as partial consideration for acquisitions.
The Company is targeted at Small & Medium sized Enterprises (SME’s) and not tied to any particular sector but has already made investments in healthcare and technology. The focus of the Company is always to l seek producing businesses, businesses where production is underutilised and unproductive assets which can be brought into production relatively simply and quickly. Producing assets are expected to be companies where shareholders are seeking an exit, for instance a retirement sale, while non producing assets are expected to be straight purchases.
Europe and the UK are the Company’s primary geographic focus. In a post Bretix world whatever the outcome the Company see Europe as having long term growth potential. The jury is out over what a post Brexit UK will look like but given business and the market has already factored in unsettled times it is possible that the UK may experience a relative boom once a clear way forward has been agreed.
Our Projects and Sectors
Details of our projects and sector interests will be published here but areas we are considering include:
Small & Medium sized Enterprises SME's
creating long term return on capital
at the forefront of science
The Internet of Things
opening up the world
creating products for the future
Focusing on Europe and a post-Brexit UK
searching out cash generative and high growth investments
Investment, Leverage and Borrowing Policies
The Company invests in investments falling within the Investment Scope. The Company endeavours to hold assets, whether directly or indirectly, through one or more special purpose vehicles to ensure the most efficient corporate structure.
While the Company has the ability to gear its balance sheet, it is intended that each investment be ring-fenced by the Company and that the funding of each investment will be based on the strength of such investment's balance sheet and/or cash flow potential thereby increasing the insolvency remoteness of each investment.
Given the initial size and capitalisation of the Company, it is not considered effective to place gearing, financial or capitalisation constraints on the Investment Scope. The Directors may consider whether such constraints should be applied in due course in the light of the Company’s performance. There is no set limit on the size of investment or investments that the Company may make. The Directors intend that a proportion of the initial funds raised will be used for the purposes of working capital, to undertake due diligence on potential target acquisitions and potentially fund investments.
Investments outside the Investment Scope
In order to take account of opportunistic investment opportunities which might lie outside the Investment Scope stated above, the Board has reserved the right to approve such investments should it consider the investment to be in the best interests of the Shareholders as a whole and to instruct the Investment Manager accordingly. The Board, to the extent that the exercise of such discretion is not already disclosed publicly, shall notify Shareholders as appropriate and to the extent that the Board wishes to amend its Investment Scope and Objectives and/or may require the Company’s approval of such investment falling outside the Investment Scope, it shall seek Shareholder approval by means of an ordinary resolution.
Management and Control of Investments
The Company does not intend to be active in management as an investor but expects to acquire control of one or more target companies, although it will also consider acquiring non-controlling shareholdings. The proposed investments to be made by the Company may be in either quoted or unquoted securities and made by direct acquisition of an interest in companies, partnerships or joint ventures, and direct interests in projects, and can be at any stage of development. Accordingly, the Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership and controlling interest.
The Directors intend to acquire one or more investments in quoted or unquoted businesses or companies (in whole or in part) thereby creating a platform for further investments. The Company is likely to need to raise additional funds for these purposes and may use both debt and/or equity including, inter alia, convertible loan notes.
As the Company is structured as an externally managed AIF. A Chairman is elected as required for each meeting of the Directors or the Company. In addition to a Board of Directors the company is advised by an Advisory Board whose members amongst other functions form part or all of the investment committee as appropriate. Brief biographical details of the Directors and Advisory Board Members are set out below:
Tim Lyle – Director (age 66)
Tim has over 35 years’ experience in investment banking, covering venture capital, corporate finance advice, private and public capital raising and M&A, initially at County NatWest and later heading up a small bank in the City. For the past 25 years he has advised and handled transactions as a founder partner of City & Merchant Limited. In addition to his venture capital and corporate advisory activities, Tim’s industrial experience includes a number of executive and non-executive directorships across a range of industries and sizes of business.
Mr Allan Biggar Director (age 55)
An entrepreneur and business affairs consultant Allan began working life in national politics holding various roles at in what was the UK Liberal Party. He joined global public relations firm Burson-Marsteller working and living in the UK, Middle East, USA, and Europe over a 14 year career with them, becoming a main board director. Setting up his own firm in 2005 Allan soon grew the business into an international firm with teams in the UK, Abu Dhabi, Istanbul, India, Moscow, Kiev, and USA. As a business advisor Allan moved on from consultancy joining the board of bio-tech firm Smartcells and later becoming Chief Commercial Officer of a UK music tech start-up.
Allan’s experience includes owning and operating enterprises in a variety of countries and industries. He advises a growing number of entrepreneurs on growth strategy as well as being an active investor himself. He is a Fellow of The Royal Society for the Encouragement of Arts, Manufactures and Commerce. An author and writer Allan contributes to business media on brands and politics which remain a keen interest including contributing to the Great British Entrepreneurs Handbook on personal branding.
Our Investment Manager
The Investment Manager is City & Merchant Limited. City & Merchant was incorporated in 1991 principally as a Corporate Finance house to provide finance and structuring advice to clients seeking new capital. Over the past 25 years or so, City & Merchant has undertaken, advised on and/or been involved in transactions covering Management Buy-ins and Buy-outs, new issues and IPOs, Mergers and Acquisitions, in both the private and publicly quoted arenas and Fund Management in the Alternative Investment Fund area.
Its principal Directors and Associates include:
Tim Lyle – Director, Group CEO
David Papworth Director, COO, Head of Corporate Finance
David qualified as a solicitor in 1988 and worked in a Holborn firm that specialised in advising owner managed businesses. In 1996 he became a partner in the Company/Commercial department and advised on a broad range of company law issues including acquisitions and disposals, MBOs and start-ups. In 1998 he completed an MBA at City University and established his own consulting business advising on contractual, compliance and corporate governance issues. He joined City & Merchant in 2005 where he has undertaken transactions involving listed and unlisted companies across a wide range of IPOs and pre-IPOs, fundraisings, takeover bids and provides strategic corporate finance advice.
Tim Cartmell Associate Director, Head of Credit
Tim has over 25 years’ experience in capital markets, covering rates, credit and corporate finance. He was a top salesman at Greenwell (HSBC) before becoming Head of Gilt Sales at JP Morgan and head of UK credit sales at Dresdner Kleinwort. He has experience of agency broking at King & Shaxson before becoming COO and Head of Credit at Hoare Capital. Tim concentrates on £ and € credit, as well as bringing new issues to market.
Peter Halloway-Churchill Associate Director, International
Peter has built and managed capital markets firms globally with particular emphasis on online trading in multi products. Peter has a broad knowledge of operations from back office through to trading rooms and has also covered compliance roles both in the UK and abroad. He has trading and operation skills in FX, Money Market, Fixed Income and Derivatives.
In addition to the above personnel, City & Merchant has formal links with a number of other corporate advisory firms and its own Appointed Representatives.
Our Investment Committee
The Company has constituted an Investment Committee to assist the Investment Manager in implementing the investment policy, handling transactions and monitoring subsequent performance on investments. In addition to the standard Bribery Act and conflicts of interest requirements, the Terms of Reference of the Investment Committee include:
Initial Members of the Investment Committee
Within the Terms of Reference for the Investment Committee, is the requirement that a Director of the Company and a member of the Investment Manager are ex-officio members of the committee. Further members may be appointed (and removed) by Board resolution. It is intended that members of the Investment Committee will be added as investment circumstances demand. As at 8th February 2018 the members of the Investment Committee are as follows plus members of the Advisory Board as appropriate:
Mr Tim Lyle (Please see board bio)
Mr Allan Biggar (Please see board bio)
Corporate Adviser and Investment Manager
City & Merchant Limited
Level 17, Dashwood House
69 Old Broad Street
Reporting Accountants and Auditors
Kingston Smith LLP
60 Goswell Road
Legal Advisers to the Company
Holman Fenwick Willan LLP
65 Crutched Friars
Metro Bank plc
Barclays Bank PLC
Le Marchand House
St. Peter Port
Registrars/CREST Service Provider
Link Market Services Shareholder Services (Formerly Capita)
34 Beckenham Road
All corporate information, details of shares in issue and financial information will be published here as it becomes available. Please note that any decision regarding any proposed subscription or subsequent acquisition of any shares in the Company by any investor should be made solely on the basis of published information and on no other basis. This website expressly excludes any liability to any investor for any investment decision taken by him. (Please see the Disclaimer under Legal tab at bottom of home page).
Name of Company: Whetstone Capital Group plc
Date of Incorporation: 8th August 2017
Place of Incorporation: England
Company Number: 10905791
Directors: Tim Lyle, Allan Biggar
Advisory Board:David Aldred, Jeremy Chivers, Wade Emerson
Registered Office: Level 17, Dashwood House, 69 Old Broad Street, London, EC2M 1QS
Distribution of Shares - Update
We are continuing to process applications and confirmations and we’ve sent out over 1,600 share certificates and have a few more to process. Please bear with us as we work our way through all the claims we’ve received.
We also have about 50 brokers and nominees who have claimed shares on behalf of their clients to reconcile share numbers with and then supply with shares. There have been a few unexpected snags along the way but we expect to be in a position to move shares to the various brokers next week and they will then have to allocate them to their respective client’s accounts.
We now aim to have completed our part of the process by 9th March.
For those shareholders that have already received their certificates the contact details for our Share Registrar are:
Link Asset Services,
34 Beckenham Road,
Tel: 0871 664 0300,
Allan Biggar, Director
Whetstone Letter (click here)
Update Friday 27th April 2018
The Company has agreed terms for its first transaction and expects matched bargain trading to recommence on Britdaq Tuesday, 1st May 2018
Update 1 May 2018
Whetstone will be making a further announcement after trading hours today regarding its first transaction.
Whetstone Capital Group plc acquires stake in Rapid Nutrition Plc
Whetstone Capital Group plc ("Whetstone" or "the Company") has agreed to acquire a substantial interest in Rapid Nutrition Plc ("Rapid"), the profitable health and nutrition business listed on SIX (Switzerland’s principal Stock Exchange).
Whetstone has agreed to invest an initial £175,000 to subscribe for 2,500,000 new Rapid ordinary shares. In addition Whetstone has been granted a six month option to subscribe £116,667 for a further 1,666,667 shares and subject to Whetstone exercising the Six Month Warrants in full, a twelve month option to subscribe £416,667 for an additional 4,166,667 shares. Subject to the second tranche being exercised in full, Whetstone has also been granted an eighteen month option to subscribe £625,000 for a further 4,166,667 shares.
Whetstone believes that - in the light of Rapid's recent joint venture agreement with General Nutrition Corporation ("GNC"), the NYSE listed nutrition giant and Rapid's impressive growth plans - the Company, via its substantial investor interest, can help an active market in Rapid shares to develop which will further facilitate Rapid's ambitious growth plans to the substantial benefit of both Rapid and Whetstone shareholders. As part of that objective, Rapid has agreed with the Company that it will not issue any further shares without the prior agreement of Whetstone whilst any of the above mentioned warrants remain capable of being exercised.
Commenting on Whetstone's first investment, Allan Biggar, Chairman, said "we are delighted to have made our first investment in a well managed, profitable, health and nutrition business poised for rapid growth in an increasingly health-conscious world. We believe our ability to support Rapid's growth plans, including identifying potential acquisitions, will bring substantial benefit to shareholders of both companies.
About Rapid Nutrition
Incorporated in 2001 Rapid trades on the Swiss stock exchange SIX (RAP-EUR (SWX). Rapid is a profitable natural healthcare company focused on the research and development (“R&D”), manufacturing and distribution of weight-loss and diet management products, sports nutrition products, vitamins and dietary supplements and a range of life science products. Exported internationally, Rapid’s award-winning weight loss supplement range is sold in some of the most respected healthcare, retail and online chains and wholesalers including: Amazon (US), Woolworths (Australia), Select Nutrition (Australia), Taobao (China), and Drakes Supermarkets (Australia).
On April 5th 2018, GNC announced plans to establish and develop a presence in the Australian market. Under a master franchise agreement, GNC will partner with Rapid Nutrition to market, sell and distribute GNC products through retail outlet expansion, e-commerce, and other potential distribution channels throughout Australia. In addition, the partnership provides the opportunity for Rapid to distribute its owned brands through the GNC global network. According to Euromonitor, Australia's consumer health market was approximately $3.1 billion in 2017.
In its last audited accounts for the year ended 20 June 2017 Rapid achieved sales of £1.9m and profits of £535,000.
For further information contact:
David Papworth - City & Merchant (Corporate Advisor)
Tel: : 020 7101 7676
Full PDF (click here)
Update 24 December 2018
Suspension of Trading on Britdaq pending announcement
The Directors of Whetstone Capital Group plc ("Whetstone" or "the Company") have noted the recent rise in the price of Whetstone shares traded on Britdaq. Trading in the shares was suspended at the request of the Directors on 20th December pending an announcement which we are now able to make. The Directors are aware of rumours that the Company’s shares are to be admitted to trading on a Recognised Investment Exchange. Whilst the Directors continue to consider the merits of such a listing this is unlikely to be in the immediate future. Following this announcement, the Company has requested that Britdaq lift the suspension of matched trading in Whetstone shares.
Agreement to acquire substantial stake in Massively Multiplayer Online (MMO) game project
Whetstone Capital Group plc ("Whetstone" or "the Company") has agreed to acquire a substantial interest in NARC Limited, the developer of a new MMO game being produced by one of the founders and key architect of Eve Online (“Eve”), the highly successful MMO that was sold for $425 million in September of this year.
At the moment MMOs played by millions of players have to operate through hundreds and thousands of separate identical duplicates of a limited size game map. The founders of this new game have developed the means to have One Global Map played by millions of players in the same place, rather than in thousands of duplicate subsections. Literally, everyone plays against everyone else in the world in one place.
The game itself, which has been in planning and development for over 10 years, is called “Beyond Ever After“ (“BEA”) and is set in a post apocalyptic world where the survivors have to build the new world from scratch. However, this game will be targeted at the over 18 market and utilises real money trading (“RMT“). However, the game is also different in so far as it will not be possible to simply buy advancement from the game owners as is common in other MMO games. All money generated for players has to be from within the game itself and from trading with other players: the owners of the game (NARC) will merely facilitate those trades, and earn a commission on each trade. So to generate money players need to mine gold or raise cattle or build houses or any of the multitude of different ways of generating money that can be employed in the real world; or alternately participate in raids on other communities of players in order to obtain wealth from conquest, etc. The 18+ level (or danger level) of the game involves real fear, real emotion, real betrayal, real joy and real communities. It creates online all the best and worst aspects of human nature in one massive game. As players emerge into the post apocalyptic world, they need to form into communities, make alliances defend their villages from attack, build cities etc; and heroes and leaders will emerge who will build empires and generate real wealth which can be translated into cash in the real world. As players build real wealth within the online game, the shock and drama of being killed and losing that actual wealth will cause great heartache for defeated players as well as great elation for the victors whose conquests gain real wealth. And betrayals by other players who switch sides causing the betrayed player(s) to lose will cause real feelings of outrage. Conversely, loyal players who form into loyal communities may gain more advantage and have a greater sense of happiness and community. People who feel marginalised in the real world, can become heroes in the game world and advance into real money wealth and success. However, this is a game of tactics and does not rely on the dexterity of a player’s fingers – which would give an unfair advantage to younger Xbox generation players. Instead players make the decision to click on what they want their character to do and the game well then carry out that function in a preprogrammed, predictable and consistent fashion so that it is entirely fair. A player’s character will also age at the rate of seven online days for every one real day. So as a player’s character ages, the player’s way of playing the game will need to evolve. For example, it would not be sensible to lead raids on other communities if a player’s character is 95 and barely able to walk.
As regards the profitability of this game for the game owners, the global resources within the game economy, if millions of players do play the game, could ultimately in the long term amount to tens or possibly even hundreds of billions of real money value. But, God doesn’t sell gold to his creation; the gold is simply in the ground waiting to be found. Similarly, as game owners, NARC will not sell the gold to the players, they have to find it, mine it and then sell it to other players. However, the means of exchange is real cash, but the price of each item is determined by supply and demand within the game. As game owners, NARC will also need to control inflation within the game by restricting or easing the availability of new resources to match the number of players. But, as the number of players reaches into the millions, the scale of commission from each trade as the underlying assets reach into the tens or hundreds of billions could be very great indeed. The plan is to start at a commission of 10% which can be increased or reduced in the future.
Remarkably, this game also has the potential to merge peoples real and online lives into one: why commute to work in an office and earn £40,000 per annum when you can develop your business or empire online and generate many times that figure? Also, in a world of artificial intelligence, where real-world jobs are seen as being under threat in the future, together with how people will spend their time and whether they have to be paid by the government to amuse themselves in ways that don’t involve civil disobedience, this game also has the potential to address that looming issue. In essence real world jobs that are lost can be found online, blurring and then merging into one the real and virtual worlds.
The Company has agreed to invest €681,500 at €29.00 per NARC share for 10.04% of the fully diluted share capital of NARC and has a six month option to subscribe for an additional 1.12% of the fully diluted share capital of NARC at the same price and a two month option to acquire 1.36% of NARC from some of the existing shareholders at €20.00 per share. The Company also has the right, but not the obligation, to invest a further €1,980,000 on or before 30th September 2019 for an additional 12.54% shareholding, also on a fully diluted basis. Conditional on the Company making this additional investment, the Company also has the right but not the obligation to subscribe for half of the planned September 2020 fund raise and half of the planned September 2021 fund raise. The price payable by the Company shall be the lower of the price which values the entire issued share capital of NARC (prior to such issue) at €65m and the price that any other investor subscribes for new shares in that funding round; and the price per share offered to the Investor in the September 2021 funding round shall be the lower of the price which values the entire issued share capital of NARC (prior to such issue) at €150m and the price that any other investor subscribes for new shares in that funding round. Other than these funding rounds, NARC has agreed with the Company that there will be no additional share issues without the express written consent of the Company.
Commenting on this Investment, Allan Biggar said ““This is a tremendous opportunity to partner with a highly successful team in a fast growing sector, and the vision that the NARC team have of the future, where real and virtual lives merge together, is truly inspirational”.
The Company is also in advanced negotiations in relation to two other material investments and will update shareholders again in due course.
For enquires and further information please contact the Company at
Full PDF (click here)