29th Jan 2007 17:02
Zamano PLC29 January 2007 IEX SCHEDULE ONE-PRE-ADMISSION ANNOUNCEMENT ANNOUNCEMENT TO BE MADE BY THE IEX APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH IEX RULE 2ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME: Zamano plcCOUNTRY OF INCORPORATION:Republic of IrelandCOMPANY ADDRESS: 4 St Catherine's Lane West, Digital Hub, Dublin 8, Republic of IrelandCOMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE TWO, PARAGRAPH (J) OF THE IEX RULES:Zamano was established in 2000 to take advantage of the growing demand for mobile content and mobile data services.Zamano facilitates communication and interaction between companies and consumers on mobile phones through a range ofvalue-added mobile applications ("B2B"). Zamano also develops, promotes and distributes mobile content and interactiveservices directly to consumers ("B2C"). The B2B business accounts for approximately 65 per cent. of overall revenues,with the remaining approximately 35 per cent. generated by B2C activities. Overall, the Group has in excess of 130,000active subscription relationships.DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which itseeks admission and the number and type to be held as treasury shares): 67,838,332 ordinary shares of €0.001CAPITAL TO BE RAISED ON ADMISSION:NoneFULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Roderick Alfred Matthews, Non Executive Chairman John O'Shea, Managing Director Colin Patrick Tucker, Non Executive Director John Michael Watson, Non Executive Director Brendan Mullin, Non Executive Director Niall James McKeon, Non Executive DirectorPERSON(S) INTERESTED IN 5% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALSTATING WHETHER BEFORE OR AFTER ADMISSION:Powerscourt Nominees Limited (14.8%) Electra Kingsway plc (9.2%) Sean Mac Reamoinn (9.1%) Enterprise Ireland (6.2%) BNY (OCS) Nominees Limited (6.1%) Eoin O'Ceallachain (5.9%) Darren O'Rodaigh (5.9%) Note: All figures are before admission, and as at 16 January 2007. Source: Capita RegistrarsNAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE TWO, PARAGRAPH (H) OF THE IEX RULES:Not applicableANTICIPATED ACCOUNTING REFERENCE DATE: 31 DecemberEXPECTED ADMISSION DATE:26 February 2007NAME AND ADDRESS OF IEX ADVISER: NCB Stockbrokers, 3 Georges' Dock, IFSC, Dublin 1NAME AND ADDRESS OF BROKER: NCB Stockbrokers, 3 Georges' Dock, IFSC, Dublin 1DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THISWILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: Not applicableDATE OF NOTIFICATION: NEW/ UPDATE (see note): NEWQUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE IEX DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: The Alternative Investments Market of the London Stock Exchange ("AIM")THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: 31 October 2006CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTSINVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET:The Directors confirm, following due and careful enquiry, that Zamano has complied with all relevant legal andregulatory requirements involved in having its Ordinary Shares traded on the AIM Market of the London Stock ExchangeAN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LASTTWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 4 St Catherine's Lane West, Digital Hub, Dublin 8, Republic of IrelandDETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTMENT STRATEGY:Zamano has three primary strategic objectives: - Further strategic acquisitions; - Increased investment in new technology; and - Expansion into new territories.A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THEEND OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:Other than that disclosed in the Zamano's public records, there has been no significant change in the financial ortrading position of the Company since 31 December 2005, the end of the last financial year for which audited financialstatements have been published.A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT ORITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: The Directors have no reason to believe that the working capital available to Zamano will be insufficient for at least12 months from the date of admission to IEXDETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE IEX RULES:On admission of Zamano's shares to trading on AIM on 31 October 2006, the Directors and shareholders who hold 42,318,415Ordinary Shares in aggregate entered into lock-in agreements. The Directors and shareholders have undertaken to SeymourPierce (Zamano's AIM NOMAD and Broker) not to dispose of any interests in Ordinary Shares (except in certain limitedcircumstances) for a period of 12 months from admission to AIM and for a further 6 months thereafter to deal in theirOrdinary Shares only through Seymour Pierce.A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:Following Admission settlement of transactions in the Ordinary Shares may take place within the CREST system ifshareholders so wish. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain sharecertificates will be able to do so.A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: The Memorandum and Articles of Association of Zamano detail the rights attaching to the Ordinary Shares of Zamano. Acopy of this document is available from the Irish Companies Registration Office, available online at http://www.cro.ie.INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: Not applicableA WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIALYEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND FULLY AUDITED INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTSMUST BE PREPARED ACCORDING TO IRISH, UK OR US GAAP OR INTERNATIONAL ACCOUNTING STANDARDS.Full year audited accounts for 2005 are available for Zamano from the Irish Companies Registration Office online athttp://www.cro.ie. The Company has prepared unaudited interim results for the six months ended 30 June 2006, and theseare available at http://www.zamano.com/interimresults30June2006.pdf.THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY.None. Note: THIS FIELD SHOULD INDICATE THAT THE ANNOUNCEMENT IS 'NEW' AND ALL RELEVANT FIELDS SHOULD BE COMPLETED. OTHERWISEWHERE THE FORM IS REQUIRED TO BE COMPLETED IN RESPECT OF AN 'UPDATE' ANNOUNCEMENT, THIS SHOULD BE INDICATED. IN SUCHCASES, ALL THE ORIGINAL INFORMATION SHOULD BE INCLUDED WITH ANY AMENDED FIELDS EMBOLDENED. This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Zamano