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Investing in proven management to create cash generative returns

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.

Our Objectives

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

Our Approach

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.

Investment Criteria

The Directors intend that the Company's investments will adhere to the following guidelines:

Strong Management

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 Generative

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.

Creates Liquidity

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.

Sector focus

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.

Geographical Areas

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
Consumer technology
and innovation
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.

Returns to Shareholders

It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the price of the Ordinary Shares rather than capital distribution via regular dividends. In addition, there may be opportunities to spin out businesses in the form of demergers to Shareholders or make trade sales of business divisions and therefore contemplate returns via special dividends. Given the nature of the investment policy, the Company does not intend to make additional regular periodic disclosures or calculations of net asset value. The Company will be holding investments for the medium to long term although where opportunities exist for shorter term investments the Company may undertake these. The Company’s accounting policies will follow those recommended by the British Venture Capital Association.

Our Board

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 LyleDirector (age 66)

Tim Lyle

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)

Allan Biggar

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 LyleDirector, 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:

  • a quorum of at least two members, not including the proposer of a transaction;
  • a transaction must be led and proposed by a committee member;
  • the proposer may not vote on his proposal or another to which he is connected;
  • the recommendation of the Investment Committee is by simple majority vote; and
  • is subject to Investment Manager approval.

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
Devonshire House
60 Goswell Road

Legal Advisers to the Company

Holman Fenwick Willan LLP
Friary Court
65 Crutched Friars

Principal Bankers

Metro Bank plc
Unit 3
120 Cheapside,


Barclays Bank PLC
Guernsey Branch
Le Marchand House
St. Peter Port

Registrars/CREST Service Provider

Link Market Services Shareholder Services (Formerly Capita)
34 Beckenham Road

Significant Shareholders


Directors Interests

The two Directors both hold shares in the Company Tim Lyle 2,000,0000 and Allan Biggar 2,500,000.

Corporate Information

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