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Schedule 1 - RAM Investment Group plc

2nd Sep 2010 11:48

RNS Number : 0518S
AIM
02 September 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:

RAM Investment Group PLC

 

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

Company Secretary and Registered Office:

Iain Manley

1 Exchange Crescent

Conference Square

Edinburgh EH3 8UL

 

Company Principal Office:

2nd Floor Suite

30 Clarendon Road

Watford

Hertfordshire

WD17 1JJ

COUNTRY OF INCORPORATION:

UK

 

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

www.raminvestmentgroup.co.uk

 

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:

RAM Investment Group PLC (the "Company") is a holding company with two principal operating subsidiaries, RAMVision and TrainFX. It is proposed that the Company will purchase the 50.1% of TrainFX not currently owned. This transaction would constitute a reverse takeover and is subject to shareholder approval.

TrainFX

TrainFX has developed a product range of digital screens and two-way communications technology for the rail market, branded as the TrainFX PICS (Passenger Information Communication Security) and approved by all the relevant UK regulatory bodies. TrainFX is a LINK-Up approved supplier in this industry.

RAMVision

RAM Vision is a digital out of home media specialist which operates out of offices in Central London and has regional representation in the Midlands, North West England and the Scottish Borders. Broadcasting to over 650 million shoppers each year, RAM Vision is a provider of landscape and the larger cinema style format digital screen media, identified as "Iconic" screens, at shopping malls across the UK.

RAMVision's current portfolio has representation and access to over fifty malls. Four of the top five UK shopping centres are now within the network.

 

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):

Number of shares to be Admitted to AIM (nominal value of £0.01): 120,646,905

Number of Existing Common Shares: 111,146,905

Consideration Shares: 9,500,000

 

There are not treasury shares.

 

 

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

No capital will be raised on admission.

The expected market cap at share price of 4.46p: £5.38 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Shares not in public hands: 10,618,735

% not in public hands: 8.8%

 

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:

Not applicable.

 

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):

Timothy "Tim" Baldwin (Executive Chairman)

Iain Manley (Finance Director)

Mark Edmonds (Communications Director)

Barry "Edward" Adams (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):

Current Holding

On Admission

No. of Ordinary Shares

% of Issued share capital

No. of Ordinary Shares

% of Issued share capital

Ruffer LLP

21,400,000

19.25%

21,400,000

17.74%

OCH

0

0.00%

9,500,000

7.87%

Tim Baldwin

8,029,438

7.22%

8,029,438

6.66%

John McKeon

6,600,000

5.94%

6,600,000

5.47%

SFT1ps Smaller Comps Growth Fund

4,735,294

4.26%

4,735,294

3.92%

 

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

None.

 

(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 2009

(iii) Half Yearly report for the period ended 30 June 2010 to be published by 30 September 2010.

Annual audited accounts for the period ended 31 December 2010 to be published by 30 June 2011.

Half Yearly report for the period ended 30 June 2011 to be published by 30 September 2011.

 

EXPECTED ADMISSION DATE:

20 September 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Libertas Capital Corporate Finance Limited

16 Berkeley Street

London W1J 8DZ

 

NAME AND ADDRESS OF BROKER:

Rivington Street Corporate Finance Limited

3rd Floor

5-11 Worship Street

London EC2A 2BH

 

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, which contains full details about the applicant and the admission of its securities, will be available at www.raminvestmentgroup.co.uk

 

DATE OF NOTIFICATION:

02 September 2010

 

NEW/ UPDATE:

New

 

 

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

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