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Schedule 1 - EW Group Limited

17th Apr 2014 07:00

RNS Number : 0128F
AIM
17 April 2014
 



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:

EW Group Limited (Expected to be renamed European Wealth Group Limited at or immediately following Admission) ("EWG")

 

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

Roseneath

The Grange

St Peter Port

Guernsey, GY1 2QJ

 

COUNTRY OF INCORPORATION:

Guernsey

 

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

www.ewgrouplimited.com

 

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:

EWG is in process of acquiring the shares in the capital of European Wealth Management Group Limited ("EWMG") that it does not already own. This acquisition constitutes a reverse takeover under the AIM Rules. Completion of the acquisition is conditional, inter alia, on shareholders' approval which is being sought at a general meeting being held on 6 May 2014.

 

EWMG is a wealth management business which was founded in 2009 and commenced trading in 2010. It has its headquarters in London and regional offices in Brighton, Cheltenham, Worcester, Wokingham and East Malling. Since incorporation, EWMG has completed four acquisitions and through its two key operating subsidiaries, European Investment Management Limited and European Financial Planning Limited (both of which are authorised and regulated by the FCA), EWMG provides investment management and financial planning services to businesses, charities and trustees, individuals and their families, institutions and professional intermediaries. Since the original EWG investment was made in April 2012, the EWMG Group has grown its aggregated funds under management and influence from approximately £0.15 billion to over £0.71 billion today.

 

EWG is incorporated in Guernsey. EWMG's main country of operation is the United Kingdom and EWMG has offices in various locations throughout the United Kingdom.

 

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):

£5,748,820 of £10 Convertible Loan Stock ("CLS")

13,172,942 Ordinary Shares of 5p each (one of the resolutions at the EGM will be the consolidation and conversion of every whole block of 60 existing EWG shares of 0.1p each into one new ordinary share of 5p each and one new deferred share of 1p each) ("Capital Reorganisation").

 

The Admission Document will contain full details about the Capital Reorganisation and the admission of EWG's securities to trading on AIM.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: N/a

New Ordinary Shares market capitalisation: £9.5 million

CLS market capitalisation: £5,748,820

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Ordinary Shares: 47.58%

CLS:84.69%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) 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

Alan John Morton (Executive Chairman)

Roderick Gentry - (Executive Director)

Timothy John Revill - (Non-Executive Director)

Kishore Kumar Gopaul - (Non-Executive Director)

Paul Michael Everitt - (Non-Executive Director)

 

Proposed Director

Kenneth ("Buzz") Reginald Dawson West - (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):

CLS Holder

Number of CLS prior to Admission

Number of CLS post Admission

% held

Courvoisier & Associés S.A.1

0

£2,773,580

48.25

CNG Participations & Gestion S.A.2

0

£718,920

12.51

Roderick Gentry

0

£704,130

12.25

Alan John Morton

0

£672,280

11.69

Susan Roughley

0

£230,340

4.01

1.

Kishore Gopaul is a director of Courvoisier & Associés S.A..

2.

Kishore Gopaul is a director of CNG Participations & Gestion S.A..

 

Shareholder

Number of Existing EWG Shares prior to Admission

% held

Number of New Ordinary Shares post Admission and Capital Reorganisation

% held

Courvoisier & Associés S.A.1

98,101,263

15.48

1,635,021

12.41

Hearth Investments Limited2

77,720,613

12.26

1,295,343

9.83

John Morton3

49,110,445

7.75

1,540,424

11.69

Roderick Gentry

40,912,000

6.46

1,445,848

11.0

George Robb4

39,316,357

6.20

863,116

6.55

Susan Roughley

12,091,266

1.91

447,393

3.40

1.

Courvoisier is interested in 98,101,263 Existing EWG Shares; Kishore Gopaul is a director of Courvoisier.

2.

Hearth Investments, as trustee of the Revill Family Settlement, is interested in 77,720,613 Existing EWG Shares; Tim Revill is a potential beneficiary of the settlement.

3.

Alan John Morton holds 19,181,114 Existing EWG Shares in his own name, 25,486,944 Existing EWG Shares in his SIPP account and 1,822,387 Existing EWG Shares in a discretionary trust fund. He has a beneficial interest in 2,620,000 Existing EWG Shares held by Rebecca Morton. This figure does not include the Existing EWG Shares held by his adult children.

4.

George Robb holds 7,444,928 Existing EWG Shares in his own name and 30,371,429 Existing EWG Shares in two SIPP accounts. George Robb has a beneficial interest in 1,500,000 Existing EWG Shares held by Moira Robb. This figure does not include the Existing EWG Shares held by his adult children.

 

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

N/a

 

(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 2013

(iii) 30 September 2014 (half year report for six months' ended 30 June 2014);

30 June 2015 (annual report for year ended 31 December 2014);

30 September 2015 (half year report for six months' ended 30 June 2015);

 

EXPECTED ADMISSION DATE:

7 May 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Daniel Stewart & Company plc

Becket House

36 Old Jewry

London

EC2R 8DD

 

NAME AND ADDRESS OF BROKER:

Daniel Stewart & Company plc

Becket House

36 Old Jewry

London

EC2R 8DD

 

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:

www.ewgrouplimited.com

 

Daniel Stewart & Company plc

Becket House

36 Old Jewry

London

EC2R 8DD

 

The Admission Document will contain full details about EWG and the admission of its securities to trading.

DATE OF NOTIFICATION:

17 April 2014

 

NEW/ UPDATE:

NEW

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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