14th Jan 2008 17:41
AIM14 January 2008 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:API Group Plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Second AvenuePoynton Industrial EstatePoyntonStockportCheshireSK12 1ND COUNTRY OF INCORPORATION:UK COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:http://www.apigroup.com/index.html (not yet AIM Rule 26 compliant but will be by Admission Date) 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:API is a manufacturer and distributor of packaging and security products. The company has two principalactivities: foils and laminates, which are organized into three principal operating regions: Americas,Asia-Pacific and Europe. Head Office is in the UK. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares):70,126,726 Ordinary shares of 1 pence each - no restrictions to transfer of the securities CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:No capital to be raised on AIM. Anticipated market cap - assuming company's share price of 26p as at close of 10 January 2008: £18.2m PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:79% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED:Currently admitted on the Official List of the London Stock Exchange FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known):Richard Wright (Non-Executive Chairman) Andrew Turner (Chief Executive Officer) Andrew Robertson (Group Finance Director) Andrew Walker (Senior Independent Non-Executive Director) Brian Birkenhead (Independent Non-Executive Director) Martin O'Connell (Non-Executive Director) Luke Wiseman (Non-Executive Director) Max Batzer (Non-Executive Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known):Anticipated significant shareholders (will be the same pre and post open offer): Steel Partners: 35.5% Wynnefield Capital: 32.4% Goldman Sachs (CFD position): 9.5% 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 March (ii) 30 September 2007 (unaudited interims) - latest financials on the company's website (iii) 18 months year end to 31 March 2008: 30 June 2008 6 months interims to 30 September 2008: 31 December 2008 12 months year end to 31 March 2009: 30 September 2009 EXPECTED ADMISSION DATE:12 February 2008 NAME AND ADDRESS OF NOMINATED ADVISER:Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT NAME AND ADDRESS OF BROKER:Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:Not applicable DATE OF NOTIFICATION:14 January 2008 NEW/ UPDATE:New QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:Official List of the London Stock Exchange THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:March 1982 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORYREQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANYBREACH:Confirmed with one exception: API will be in breach of the Listing Rules with regards to the 75% in public handsthreshold on admission of the new shares post open offer on the 18 January 2008. This is being addressed with theproposed admission to AIM. AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THELAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:http://www.apigroup.com/index.html DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILSOF ITS INVESTING STRATEGY:STRATEGY: The Directors believe that, upon receipt of the £8m from the Open Offer, the Company will have financingarrangements in place to provide sufficient working capital for the next 12 months. The Directors believe thatthe new management will then be in a position to develop and execute a comprehensive plan, which is intended toturn around the financial performance of the Group. In the group's manufacturing operations, a programme is underway aimed at improving efficiency through theintroduction of the latest production techniques and selective capital investment. In addition, the group'smanagement has launched a cost reduction programme targeted at non-revenue generating overheads. Savings of notless than £1 million per annum in central costs have already been identified and the programme is now moving onto a review of the cost base at business unit level. The group has a number of product innovations in the pipeline which utilise the combined technical capabilitiesof the European businesses. The directors believe that a successful outcome of one of these developments couldhave a material impact on the group's overall short term financial performance. A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURREDSINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:Since 30 September 2006, the date of the Company's last audited accounts, the Company has prepared and releasedunaudited interims for the (i) 6 months ended 31 March 2007; and (ii) 6 months ended 30 September 2007. Anysignificant change which has occurred since September 2006 up to the date of release of such interim results wasset out in these interim accounts. In addition, the prospectus dated 17 December 2007, in relation to theannounced Open Offer (the "Prospectus") contained a statement that there had been no significant change in thefinancial or trading position of the Group since 30 September 2007, up to the date of the Prospectus. Attentionis drawn to the section entitled "Background to and reasons for the Open Offer" on page 3 of the Prospectus thatsets out the following: "The Company announced on 21 September 2007 that it was likely to have a cash shortfall in relation to its UKBank Facilities during November 2007. On 19 October 2007, the Company released a trading update warning ofreduced expectations for its results for the six months ended 30 September 2007 and also indicated that theCompany was continuing to work towards a resolution of its funding issues but had achieved improvements in itsshort term cash position. The Company has meanwhile been in discussions with its UK Bank and its major shareholders and has been reviewinga number of options for meeting its short and medium term cash requirements and also reducing its UKindebtedness. After taking relevant advice, the Board has concluded that the best way forward is through an issueof new shares, fully underwritten by its two largest shareholders, namely Steel and Wynnefield, together withre-negotiated UK Bank Facilities.e 24.2(d) PR 2, 1.7 In the short term, the Company has implemented a number of measures to improve its immediate cash position anddefer the cash shortfall until the announcement of the Open Offer. In addition, the Company has agreed bridgingloans with each of Steel and Wynnefield to extend funding from the date of the announcement of the Open Offeruntil the Company receives the proceeds from the Open Offer." The Open Offer and related debt financing is expected to complete on 18 January 2008. Therefore, on the date ofadmission to AIM, the only significant change in the financial or trading position of the Group that would haveoccurred since 17 December 2007 will be the completion of the Open Offer and the related debt financing as fullyset out and described in the Prospectus and subsequent regulatory announcements. A copy of the Company's interim results, Prospectus and regulatory announcements are each displayed on theCompany's website: www.apigroup.com. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TOIT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:The Directors of API Group have no reason to believe that the working capital available to its Group will beinsufficient for at least 12 months from the date of its admission. DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:Not applicable A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:The registrar, Capita Registrars, receives shareholding updates through the CREST register - Euroclear thensettles the shares. Should a certificated shareholder come on to the shareholder register (e.g in the case of anoverseas shareholder), the share certificate is produced and posted to the registered holder. A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:http://www.apigroup.com/company-reports.html and click on the Prospectus from page 98 to page 102 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:The Board of API do not believe there is any information which is not currently public which would be required todisclose for an admission document. A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE AFINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THEACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:http://www.apigroup.com/company-reports.html THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:None held in Treasury This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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