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Schedule 1 - Marwyn Capital I Limited

17th Jun 2010 08:50

RNS Number : 7767N
AIM
17 June 2010
 



 

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:

 

MARWYN CAPITAL I LIMITED (the "Company"). The Company will change its name to Fulcrum Utility Services Limited at Completion.

 

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

 

PO Box 309, Ugland House, Grand Cayman KY1-1104

 

COUNTRY OF INCORPORATION:

 

Cayman Islands

 

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

 

www.marwyncapitalone.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:

 

The Company was admitted to trading on AIM on 24 December 2009 with the purpose of acquiring companies with a particular focus on media, industrials and business and support service sectors. The Company does not currently undertake any trading activity.

 

Marwyn Capital Investments I Limited, a subsidiary of the Company (the "Subsidiary") has entered into a conditional agreement to acquire Fulcrum Group Holdings Limited, an independent gas transporter and provider of unregulated gas connection services, from National Grid Commercial Holdings Limited.

 

In view of the size of Fulcrum, the Acquisition will, on Completion, constitute a reverse takeover under Rule 14 of the AIM Rules for Companies.

 

Fulcrum provides specialist engineering design and project management services to the unregulated UK gas connections market, servicing customers with simple single-site connections requirements through to large multi-site residential and industrial and commercial developments across the UK. Fulcrum's main country of operation is the UK.

 

Fulcrum is currently loss making and has experienced falling market share. The strategy of the Enlarged Group is to turnaround the business through growth in market share, improved operation performance and enhanced cost efficiencies. The New Board believes that there are a number of factors which suggest that Fulcrum is well positioned to pursue this strategy and to derive significant value, namely:

 

·; Nationwide coverage;

·; An established skilled engineering and design employee base; and

·; A well recognised brand within the industry established over a number of years.

Fulcrum is a non-core asset within the National Grid. The New Board believes that under independent ownership and with a clear strategic direction the business will be better positioned to succeed in the future.

 

Main country of operation: Cayman Islands and UK (via the reverse takeover of Fulcrum Group Holdings Limited).

 

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):

 

Up to 91,666,667 Ordinary shares of 0.1 pence per share (which have been placed at 12p each).

 

There are no restrictions on the transfer of securities.

 

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

 

Capital to be raised on Admission: up to £11.0 million

 

Market capitalisation (anticipated): £18.5 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

53.5 per cent.

 

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:

Paul Michael Everitt

Paul Cookson and

James John Merrick Corsellis, all non-executive

 

Proposed Directors:

John Ashley Spellman (executive),

Philip Bernard Holder (non-executive),

Mark Irvine John Watts (non-executive),

Stephen Gutteridge (non-executive)

 

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):

 

Before Admission:

 

Name of shareholder

Number of ordinary shares

% of issued share capital

Marwyn Value Investors L.P.

20,000,000

32.0

Killik & Co

15,000,000

24.0

Spreadex Limited

11,750,000

18.8

Fidelity Investments

6,250,000

10.0

Amati Global Partners LLP

5,000,000

8.0

Collins Stewart

4,000,000

6.4

ISIS EP

3,000,000

4.8

WH Ireland Group

2,500,000

4.0

Legal & General

2,500,000

4.0

 

Post admission:

 

Name of shareholder

Number of ordinary shares

% of issued share capital

Killik & Co

28,332,500

18.4

Marwyn Value Investors L.P

20,416,500

13.2

Ecofin Water and Power Opportunities plc

20,000,000

13.0

Legal & General

15,000,000

9.7

Amati Global Partners LLP

13,249,500

8.6

Spreadex Limited

11,750,000

7.6

Fidelity Investments

6,250,000

4.0

Foreign and Colonial

8,250,000

5.3

Artemis

5,000,000

3.2

 

 

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

 

Paul Below (interim financial director of Marwyn Capital I Ltd)

 

John Spellman (proposed CEO of Marwyn Capital I Ltd)

 

(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) The current accounting reference date of the Company is 30 December in each year, however the Company expects to change this after Admission to 31 March in each year;

 

(ii) The Company was incorporated on 4 December 2009 and the Subsidiary was incorporated on 14 December 2009. Since these dates, the Group has not commenced operations and, as at the date of this document, has not made up any financial statements. Financial information in relation to the Group has therefore not been included in the admission document. Unaudited interim results of Fulcrum are included for the ten month period ended 31 January 2010 and audited results for the two years ended 31 March 2009 and 31 March 2008.

 

(iii) 31 August 2010; 31 December 2010 and 30 September 2011

 

EXPECTED ADMISSION DATE:

 

8 July 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

 

NAME AND ADDRESS OF BROKER:

 

Cenkos Securities plc

6. 7. 8. Tokenhouse Yard

London EC2R 7AS

 

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:

 

Copies of the admission document will be available from www.marwyncapitalone.com. The admission document contains full details about the applicant and the admission of its securities.

 

DATE OF NOTIFICATION:

 

17 June 2010

 

NEW/ UPDATE:

NEW

 

 

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