10th Mar 2006 13:04
AIM10 March 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME: Lupus Capital plc ("Lupus") COMPANY ADDRESS: 85 Buckingham Gate, London (registered address: Crusader House, 145-157 St John Street, London EC1V 4RU) COMPANY POSTCODE: SW1E 6PD COUNTRY OF INCORPORATION: England COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES: Lupus is a holding company currently listed on the Official List. Lupus 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 owns one operating subsidiary, Gall Thomson, the world's leading supplierof marine breakaway couplings. In the prospectus sent to shareholders dated 6 March 2006, Lupus detailed theproposed acquisition of the shares, assets and liabilities comprising thebuilding products business of Schlegel ("Schlegel") from UniPoly HoldingsLimited and Schlegel Limited (a wholly owned subsidiary of UniPoly HoldingsLimited) for approximately £84 million in cash. The cash consideration payablein relation to the acquisition is being funded through a placing, open offer anda new debt facility. Schlegel is a leader in the manufacturing and marketing of door seals and soldover 500 million metres of window seals in the year ended 31 December 2005.Schlegel's core manufacturing competencies are continuously moulded urethanefoam, narrow fabric textiles, and extruded plastics. Schlegel is a leadingproducer of urethane foam (compression seals) and woven pile (sliding seals) forthe window and door market and sells its products in more than 75 countries fromseven manufacturing plants located around the world. Schlegel also manufactures related products such as cleaning brushes and staticcontrol devices for copiers and printers, specialty automotive products such assunroof seals and truck spray suppressants, tractor seat trim and sway barbushes. Schlegel currently has over 5,000 customers. The acquisition is categorised as a reverse takeover for Lupus under the ListingRules and as such requires the consent of the existing shareholders at theextraordinary general meeting to be held on 29 March 2006 at 11.00 a.m. As theacquisition is a reverse takeover, Lupus is applying for the cancellation of thelisting of its existing ordinary shares from the Official List on completion ofthe acquisition and will simultaneously apply for the enlarged share capital tobe listed on AIM. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): 616,267,715 ordinary shares of 0.5 pence each (including 237,696,286 ordinary shares of 0.5 pence each currently listed on the Official List). CAPITAL TO BE RAISED ON ADMISSION: Placing and open offer of 378,571,429 ordinary shares to raise gross proceeds of £53 million (comprising c.£42 million via a placing and c.£11 million via an open offer). FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS: Current directors: - Greg Hutchings, Executive Chairman - Denis Mulhall, Executive Director - Frederic Hoad, Senior Non-executive Director - Roland Tate, Non-executive Director There are no proposed directors PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL BEFORE AND AFTER ADMISSION: Before admission: No. of Ordinary shares % of issued share capitalThe Lupus Employee Share Ownership 47,539,257 20.0Trust ("LESOT")Greg Hutchings(1) 23,750,000 10.0Undervalued Assets Trust plc 7,366,133 3.1 After admission: No. of Ordinary shares % of issued share capitalThe Lupus Employee Share Ownership 63,385,676 10.3Trust ("LESOT")(2)Greg Hutchings(1) 31,666,666 5.1 Notes: (1) Mr Hutchings and his family have also been allocated unconditionally under the share incentive arrangements 47,539,257 Ordinary Shares which are held by the LESOT (2) This is calculated on the basis that the LESOT applies to acquire its full basic entitlement under the open offer and does not apply for any excess shares, which it has irrevocably undertaken to do (3) This is calculated on the basis that Mr Hutchings acquires all of the open offer shares that he has indicated he will apply for in the prospectus dated 6 March 2006 NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: n/a ANTICIPATED ACCOUNTING REFERENCE DATE: 31 December EXPECTED ADMISSION DATE: 4 April 2006 NAME AND ADDRESS OF NOMINATED ADVISER: HSBC Bank plc, 8 Canada Square, London E14 5HQ NAME AND ADDRESS OF JOINT BROKERS: HSBC Bank plc, 8 Canada Square, London E14 5HQ Marshall Securities Limited, Crusader House, 145-157 St John Street, London EC1V 4RE 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: Copies of the prospectus, which will contain full details about Lupus and the admission of its securities, will be available to the public for one month after admission at: - 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: 10 March 2006 NEW/ UPDATE (see note): New This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Tyman