Schedule 1 - CenralNic Group Plc

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:

CentralNic Group plc (the "Company" or "CentralNic")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

35-39 Moorgate, London, EC2R 6AR

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.centralnic.com/investors/aim

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Centralnic's primary business is operating its proprietary retail platforms selling domain names and associated web presence services including hosting and email on a subscription basis. The Group is head quartered in the UK but it has operations around the globe principally in Australia and Slovakia.

It is acquiring KeyDrive S.A. ("KeyDrive") by means of a reverse takeover under Rule 14 of the AIM Rules for Companies.

KeyDrive is a global technology business, principally operating from Germany in the domain name and web presence services industry. KeyDrive develops and operates software platforms used for selling subscription-based tools for businesses to operate online including domain names, hosting, email, domain portfolio management and online advertising services. 

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 held as treasury shares):

96,492,348 Ordinary Shares of £0.01 each - CentralNic's current share capital

Following the successful completion of the transaction 74,161,454 additional shares will also be issued at a price of 52p the new shares issued will be split as below:

28,007,607 Ordinary Shares of £0.01 each will be issued as vendor shares

46,153,847 Ordinary Shares of £0.01 each will be issued via the placing

Therefore, the total number of shares following the transaction would be 170,652,802 with no restrictions on the transfer of shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

It is currently anticipated that c.£24.0m of new capital will be raised at the placing. Giving the combined Group a market capitalisation of c.£88.7m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

46.6%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Michael ("Mike") Wallace Turner (Non-Executive Chairman)

Benjamin ("Ben") Peter Crawford (Chief Executive Officer)

Donald ("Don") Ahelan Baladasan (Chief Financial Officer)

Iain McDonald (Non-Executive Director)

Samuel ("Sam") Mansour Joseph Dayani (Non-Executive Director)

Thomas ("Tom") Johannes Rickert (Non-Executive Director)

Thomas Clifford Pridmore (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

The following persons have received from the Company within twelve months preceding the Company's application for Admission fees totalling £10,000 or more:

l Grant Thornton UK LLP

l Taylor Wessing e/n/w/c advokati s.r.o.

l DWF LLP

l PriceWaterhouseCoopers LLP

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2017

(iii) 30 September 2018 (half year 2018 results), 30 June 2019 (full year 2018 results), 30 September 2019 (half year 2019 results)

EXPECTED ADMISSION DATE:

2nd August 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

10 Old Burlington Street

London

W1S 3AG

NAME AND ADDRESS OF BROKER:

Zeus Capital Ltd

82 King Street

Manchester

M2 4WQ

10 Old Burlington Street

London

W1S 3AG

And

Stifel Nicolaus Europe Limited

150 CheapsideLondon, EC2V 6ET

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document will be posted on the link below and will contain full details about the applicant and the admission of its securities

https://www.centralnic.com/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance corporate governance code

DATE OF NOTIFICATION:

16th July 2018

NEW/ UPDATE:

NEW