SKW Skiddaw

RNS Number:0059X
Skiddaw Capital Inc
26 March 2004


                                  ANNOUNCEMENT
                              SKIDDAW CAPITAL INC

Further to the suspension of trading in its securities on 24 March 2004, Skiddaw
Capital Inc (Skiddaw) announces that it has entered into a conditional
memorandum of understanding to acquire Crosby Capital Partners (Holdings)
Limited (Transaction). The proposed Transaction would be a reverse takeover for
Skiddaw under the AIM rules.

Crosby Capital Partners (Holdings) Limited (Crosby) is engaged in cross border
investment banking and asset management, and trades principally out of Hong
Kong. Crosby is a wholly owned subsidiary of Techpacific Capital Limited
(Techpacific), a company listed on the Growth Enterprise Market of the Stock
Exchange of Hong Kong Limited (GEM). As required by the GEM Listing Rules,
Techpacific has announced the Transaction. Accordingly Skiddaw is making this
announcement even though the Transaction would not normally be announceable
under the AIM rules at this early stage because of the nature of the conditions
attaching to the Transaction, such as the parties being satisfied with due
diligence and agreeing the terms of a sale and purchase agreement.The
Transaction will be subject to the prior approval of the shareholders of both
Skiddaw and Techpacific.

The Transaction

Skiddaw and Techpacific have entered into a conditional memorandum of
understanding pursuant to which:

   *Skiddaw will acquire Crosby in consideration of the issue to Techpacific
    of 200,000,000 new ordinary shares of one cent each in Skiddaw, which would
    give Techpacific an 88.89 per cent. shareholding in Skiddaw after the
    acquisition but before the placing referred to below. At the placing price
    of 12p the price to be paid for Crosby is #24,000,000;

   *Skiddaw will, at the same time, seek to raise between #600,000 and
    #1,200,000 by way of a placing at 12p per share (Placing). Skiddaw already
    has commitments from shareholders to purchase #600,000 worth of new shares
    in the Placing;

   *Techpacific will, depending on the size of the Placing, own between 85.11
    per cent. and 86.96 per cent. of Skiddaw's enlarged issued share capital
    following the Placing;

   *Skiddaw will seek shareholder approval to change its name to Crosby
    Capital Partners, Inc.

The Transaction is consistent with Skiddaw's stated investment strategy.

Conditions precedent

It isemphasised that the Transaction is conditional upon various conditions
precedent being met and that the Transaction therefore may or may not proceed.
Completion of the Transaction is conditional upon the following conditions,
among others:

1.    Techpacific demonstrating that, as at 17 March 2004, Crosby (and its
group) had a minimum of US$5,000,000 (five million dollars) of cash or cash
equivalents, net of any liability to Techpacific or any other creditor under
Techpacific's ownership orcontrol.

2.      Skiddaw demonstrating that, as at the latest practicable date prior to
the completion of the Transaction but before the completion of the Placing,
Skiddaw has a minimum of US$1,500,000 (one million five hundred thousand
dollars) of cash or cash equivalents, net of any liability to any creditor.

3.      There having been, immediately prior to completion of the Transaction,
no material adverse change in the financial position of Crosby.

4.      The obtaining of all such regulatory and other approvals or consents as
may be necessary to complete the Transaction, including but not limited to that
of GEM and AIM, including approval of the Transaction by the shareholders of
Skiddaw and Techpacific and re-admission of the enlarged share capital of
Skiddaw to AIM.

5.      Each party conducting, and being satisfied with, its due diligence
enquiries in respect of the other party.

6.      No breach by either party of its obligations in respect of certain
prohibited activities prior to completion of the Transaction, as set out in an
attachment to the memorandum of understanding.

7.      The signing of a mutually satisfactory sale and purchase agreement
containing, among other things, such provisions, covenants,warranties and
indemnities as are appropriate to the Transaction.

Information on Crosby

Crosby has three broad areas of activity:

   * an investment banking operation that includes:
            o   a China and Greater China focused corporatefinance business 
                that concentrates primarily on the mid-cap area of the private 
                sector in China;

            o   a cross border corporate finance team that provides mergers and
                acquisitions and fund raising services for corporations in Asia
                (excluding China); and

            o   a business in which Crosby makes investments using its own 
                capital or interests acquired in the form of in-kind success-
         based commissions.

   *a small international distribution team operating from London and Hong
    Kong marketing placements to Middle Eastern, Asian and European markets; and

   *an asset management operation with assets under management of US$360
    million.

Timetable

Skiddaw is conducting its legal and accounting due diligence and, if satisfied
with that process, intends to finalise a sale and purchase agreement and
dispatch a circular to shareholders in April 2004 convening an extraordinary
general meeting to consider and, if thought fit, approve the Transaction.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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