ACP Capital Ltd Participates in €100m debt package for Nordsee GmbH alongside ACP Mezzanine Ltd

28 December 2006

ACP Capital, the niche integrated finance provider specialising in the European SME (Small and Medium Enterprise) market, announces that the Company has participated in a debt package for Nordsee, Europe’s largest fish speciality restaurant chain. The transaction, totalling €100m, is underwritten by ACP Mezzanine Ltd (“ACP Mezzanine”) and represents the first transaction in line with ACP Capital’s stated strategy of providing senior debt underwriting as part of its integrated finance strategy. The debt package is linked to IFR Capital Plc’s announced acquisition of Kamps Food Retail Investments S.A. (“KFRI”), the owner of Nordsee.

As previously announced, ACP Capital is in is in discussions with banks to put in place a senior debt funding line of up to €150m to underwrite senior debt, both asset- backed and non asset-backed. This facility would, when combined with ACP Mezzanine’s underwriting capabilities enable the Company to offer an underwriting package of up to a total of €250m per transaction, with the Company or a managed vehicle providing up to €25m of equity.

Derek Vago, Chief Executive Officer for ACP Capital said:

“We are very excited to participate in the Nordsee debt package, as it demonstrates our ability to underwrite senior debt as part of our integrated finance offering. In addition, the transaction is a good example of how ACP Capital puts into practice its strategy of sourcing deals for its managed vehicles.”

Contact Details:

Redleaf Communications:

             Rob Bain                        +44 20 7822 0200

ACP Capital Limited

            Derek Vago                     +44 20 7082 3922

Notes to Editors:

ACP Capital Limited

ACP Capital is a Jersey-incorporated niche integrated finance provider specialising in the European SME market whose shares were admitted to trading on AIM in January 2006. As an integrated finance specialist, ACP Capital can offer a combination of equity, mezzanine and senior debt to companies in niche markets, such as the German "Mittelstand" (small and middle-sized privately-owned companies), and for asset backed transactions, for example, in the real estate and infrastructure sectors.

As an asset manager, ACP Capital manages a series of investment vehicles that can provide the required funding for its integrated finance capabilities. ACP Capital intends to launch at least 2 managed vehicles each year in specific sectors in its target markets.

ACP Capital's strategy is to develop strong synergies between its broad funding capabilities and its various managed vehicles, providing optimal financing solutions to its clients while securing a strong flow of recurring revenue for its core business.

ACP Capital’s CEO is Derek Vago, who is assisted on the Board by Heiner Kamps, Francois Georges and Alan Braxton (as well as 2 other Non-Executive Directors). In addition, Nikolaj Larsen (Head of Strategic Investments) and Eric Youngblood (CFO) have recently been appointed to the Board. A further key team member is Jeff Bennett, who is the Group’s Chief Investment Officer for ACP Mezzanine.

For more information please see www.acpcapital.com

ACP Mezzanine Limited

ACP Mezzanine Limited is a Jersey-incorporated company which listed on AIM in July 2006 and whose strategy is to pursue a primary strategy as a mezzanine lender, originating, structuring and underwriting the majority of its mezzanine investments. ACP Mezzanine's investment strategy is implemented and managed by a subsidiary of ACP Capital through an Investment Management Agreement. ACP Mezzanine's strategy is different from that followed by a number of participants in the mezzanine financing market, which focus on acquiring assets directly from third parties through a syndication process.

ACP Mezzanine lends primarily across Europe, with origination arising through a direct integrated finance approach alongside ACP Capital's strategic platforms and managed vehicles, and, to a lesser extent, purchases assets in the secondary market if the expected risk adjusted returns are attractive. It is expected that the integrated finance approach will account for at least two thirds of ACP Mezzanine's investments over time.

ACP Mezzanine’s Board includes Derek Vago, Jeff Bennett, Christophe Tanghe and 2 other Non-Executive Directors. In addition, Wolfgang Mellinghof is expected to be appointed to the Board in the near future.

Kamps Food Retail Investments S.A./Nordsee GmbH

KFRI was founded in 2005 by Heiner Kamps and subsequently acquired Nordsee, Europe’s largest fish-restaurant chain and the number one non-burger fast food chain in Germany and Austria. Heiner Kamps and ACP Capital are significant shareholders in KFRI.

As at 30 April 2006, Nordsee operated 414 outlets throughout Germany, Austria, Switzerland, Slovenia and the Czech Republic, primary located in pedestrian areas, shopping malls, train stations, and airports

– 374 stores; and

– 40 franchised stores.

– It has a unique brand enjoying 90% brand recognition in the markets in which it operates

– 90 million yearly customers.

The business focuses on three types of shops:

– 184 Sea-Buffet Stores, accounting for c. 48% of sales for FY2005 (Year end September) offering in-store consumption meals and take-away snacks;

– 212 Restaurants, accounting for c. 43% of sales for FY2005, offering in-store consumption meals and take away snacks; and

– 18 Snack Shops, accounting for c. 2% of sales for FY2005, mainly offering take-away snacks.

In Austria Nordsee operates the largest wholesaler specialising in fresh fish distribution (Cerny & Nordsee AG)

– Accounting for c. 7% of sales for FY2005.

IFR Capital Plc

IFR Capital Plc (“IFRC”), which was admitted to the AIM list of the London Stock exchange in a circa €135m flotation in November 2006, has been established to act as an acquisition platform intending to target small and mid-sized businesses in the continental European food industry, within three sub-sectors: retail (mainly shops/restaurants), industry (wholesale and production) and distribution. IFRC will firstly focus on the retail and industry segments as the Directors of the Company believe that these areas offer an initial opportunity for achieving synergies and shareholder returns. The Directors believe that the distribution segment of the industry is to be relevant but only once IFRC has reached a certain scale.

The Directors believe there is a unique consolidation opportunity in the food retail sector in Continental Europe, and especially Germany, and anticipate a need for cross border consolidation with an increasing focus on brands and chains. At the same time, the Directors believe that the succession problems for many small and mid sized companies may lead to a number of potential acquisition opportunities. The Directors believe that Heiner Kamps with his track record will be viewed positively as an entrepreneur within the food industry, especially as the Directors believe that there is a hesitant view both among owners and managers of small and medium-sized enterprises towards private equity investment companies. As such, the Directors believe that IFRC has an opportunity to approach various targets in Germany ‘off the market’.