5th Apr 2007 10:44
AIM05 April 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") COMPANY NAME: Lupus Capital plc ("Lupus Capital") COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Trading Address - 85 Buckingham Gate, London SW1E 6PD Registered Address - Crusader House, 145-157 St John Street, London EC1V 4RU COUNTRY OF INCORPORATION: England COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.lupuscapital.co.uk COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED: Lupus Capital is a holding company whose shares are traded on AIM. Lupus Capital has a declared strategy: - to build shareholder value through the acquisition of industrial assets with the potential for development; - to apply the executive team's management skills and systems to improve profitability; and - to use a variety of funding mechanics and exit strategies to enhance shareholder value. Lupus Capital owns two operating businesses, Schlegel Building Products, an international manufacturer of window sealsand related building products and Gall Thomson, which is a supplier of marine and industrial breakaway couplings. In the prospectus sent to shareholders dated 26 March 2007, Lupus Capital detailed the proposed acquisition of theSecurity Systems Division of The Laird Group PLC ("Laird Security Systems") for approximately £242.5 million in cash.Approximately £230 million of the consideration will be payable on completion of the acquisition with a further £12.5million deferred and payable 12 months after completion. The cash consideration payable in relation to the acquisitionis being funded through a placing and open offer of 755,555,556 new ordinary shares at 18 pence per new ordinary shareto raise approximately £136 million and a new debt facility of up to £120 million. Laird Security Systems is a leader in the design, development, manufacture and distribution of innovative products andsolutions. These aim to improve performance and thermal efficiency and enhance protection and security, for homes andbuildings within the UK and US residential building and home improvement markets. Its wide range of products includeswindow and door hardware, composite doors, conservatories, uPVC products and window seals. In recent years, the product range has been broadened and the business is being repositioned towards the higher growthsegments of its markets. Laird Security Systems sources an increasing proportion of its hardware products from its wellestablished supply base in China, both from its own manufacturing facilities and from its partner suppliers. The acquisition is categorised as a reverse take-over for Lupus Capital under the AIM Rules for Companies and as suchrequires the consent of the existing shareholders at the extraordinary general meeting to be held on 19 April 2007 at10.30 a.m. As the acquisition is a reverse take-over, Lupus Capital is applying for the cancellation of the listing ofits existing ordinary shares from AIM on completion of the acquisition and will simultaneously apply for the enlargedshare capital to be listed on AIM. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be heldas treasury shares): 1,372,115,334 ordinary shares of 0.5 pence each (representing 616,559,778 existing ordinary shares currently admittedto trading on AIM and 755,555,556 new ordinary shares of 0.5 pence each to be issued and admitted to trading on AIMpursuant to the placing and open offer) CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: Capital to be raised on admission - none Anticipated market capitalisation on admission - approximately £250 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: Approximately 7.8% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED: Not applicable FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Current directors: Greg Frederick Hutchings, Executive Chairman Denis Joseph Mulhall, Executive Director Frederic Arthur Hoad, Senior Non-executive Director Roland Hillary Tate, Non-executive Director Michael Edward Wilson Jackson, Non-executive Director There are no proposed directors FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): Before admission: No. of Ordinary shares % of issued share capital The Lupus Employee Share Ownership 63,385,676 10.3Trust ("LESOT")Cazenove Equity Income 41,621,234 6.8Unicorn Asset Management 36,206,308 5.9Schroder Asset Management 35,714,285 5.8F&C Asset Management 35,633,433 5.8Framlington Group 35,604,078 5.8Invesco Asset Management 27,030,269 4.4Greg Hutchings(1) 26,766,666 4.3Polar Capital 23,571,428 3.8RBS TC Equity Partnership 22,800,000 3.7Artemis UK Smaller Companies Fund 20,000,000 3.2 After admission: No. of Ordinary shares % of issued share capital The Lupus Employee Share Ownership 63,385,676 4.6Trust ("LESOT")(2)Cazenove Equity Income(4) 58,269,728 4.3Unicorn Asset Management(4) 50,688,831 3.7Schroder Asset Management(4) 49,999,999 3.6F&C Asset Management(4) 49,886,806 3.6Framlington Group(4) 49,845,709 3.6Greg Hutchings(1)(3) 37,473,332 2.7 Notes: (1) Mr Hutchings and his family have also been allocated unconditionally under the share incentive arrangements47,539,257 Ordinary Shares which are held by the LESOT. Mr Hutchings has a non-beneficial interest in a further2,800,000 Ordinary Shares and he has settled a further 2,100,000 Ordinary Shares into a trust for the benefit of hischildren. (2) This is calculated on the basis that the LESOT does not apply to acquire its basic entitlement under the openoffer, in accordance with the irrevocable undertaking received from the LESOT, and it does not apply for any excessshares. (3) This is calculated on the basis that Mr Hutchings acquires all of the open offer shares that he has indicated hewill apply for in the prospectus dated 26 March 2007. (4) These figures are calculated on the basis that the Shareholders apply to acquire their full basic entitlementunder the open offer and do not apply for any excess shares.NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:Not applicable(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 December (ii) 31 December 2006 (iii) 30 June 2007 (annual report), 30 September 2007 (half-yearly report), 30 June 2008 (annual report) EXPECTED ADMISSION DATE: Late April 2007 NAME AND ADDRESS OF NOMINATED ADVISER: HSBC Bank plc, 8 Canada Square, London E14 5HQ NAME AND ADDRESS OF BROKER: HSBC Bank plc, 8 Canada Square, London E14 5HQ OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES: - Lupus Capital plc, Crusader House, 145-157 St John Street, London EC1V 4RU - HSBC Bank plc, 8 Canada Square, London E14 5HQ - Slaughter and May, One Bunhill Row, London EC1Y 8YY DATE OF NOTIFICATION: 5 April 2007 NEW/ UPDATE: NEW This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tyman