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Schedule One - Castle Street Investments plc

6th Jan 2016 08:00

RNS Number : 9117K
AIM
06 January 2016
 

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:

Castle Street Investments plc (the "Company")

 

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

Registered Office (before and from Admission) and Trading Address (before Admission):

23 Manor Place, Edinburgh EH3 7DX

 

Trading Address (from Admission):

Interchange House, 81-85 Station Road, Croydon CR20 2AJ

 

COUNTRY OF INCORPORATION:

Scotland (SC368538)

 

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

http://www.castlestreetinvestments.com/investors/rule-26/

 

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 proposes to acquire the entire issued share capital of Selection Services Investments Limited (Selection) which constitutes a reverse takeover by the Company under Rule 14 of the AIM Rules. Shareholder approval is sought at a General Meeting to approve the admission of the entire issued and to be issued share capital to AIM on completion of this transaction.

 

The Company is proposing to acquire Selection for an aggregate consideration of £34.8 million (on a cash-free, debt-free basis) payable as to £34.4 million in cash and as to the balance by the issue of 1,353,810 new Ordinary Shares to certain key executives of Selection.

 

Selection is a leading supplier of managed IT solutions and Cloud related services providing IT support; fully managed IT solutions and Cloud related services; bespoke IT project delivery; and strategic IT consultancy and advice.

 

Selection's main country of operation is the UK. Selection works with a variety of customers throughout the UK, delivering solutions that help clients improve their performance and productivity while reducing costs by deploying a range of IT solutions and related 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):

172,555,803 Ordinary Shares of 2.5 pence each ("Ordinary Shares") at a price of 30 pence per share.

 

No shares are held in treasury.

 

The Ordinary Shares are freely transferable and have no restrictions on them.

 

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

£30.0 million capital to be raised upon Admission.

 

Anticipated market capitalisation on Admission approximately £51.8 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

49.85%

 

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:

None

 

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):

Existing Directors of the Company:

William (Bill) Dobbie - Non-Executive Chairman

Niall Fraser Stirling - Chief Financial Officer

Matthew Max Edward Royde - Non-Executive director

 

Proposed Directors of the Company on Admission:

Edward Jonathan Watts - Non-Executive Chairman

Andrew (Andy) Robert Craig Ross - Chief Executive Officer

Julian Gerard Powell Phipps - Chief Financial Officer

William (Bill) Dobbie - Non-Executive Director

Katherine Louise Margiad Ward (née Roe) - Independent 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):

Shareholder

Ordinary Shares

Pre Admission

Ordinary Shares Post Admission

Kestrel Partners LLP*

21.40%

16.36%

Bill Dobbie

20.61%

8.51%

Richard Griffiths & controlled undertakings

12.67%

5.23%

Hargreaves Lansdown

5.00%

2.06%

SPARK Ventures plc

4.90%

2.02%

MXC Capital

-%

24.92%

Coltrane Asset Management

-%

6.44%

Elevage Limited

-%

3.86%

Liontrust Asset Management

-%

3.58%

Henderson Volantis

-%

3.22%

 

* Max Royde, Non-Executive Director of the Company is Chief Executive Officer of Kestrel Partners LLP

 

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) Selection - 30 June 2015 (audited),

Company -30 June 2015 (unaudited interims), 31 December 2014 (audited)

 

(iii) Final results to 31 December 2015 by 31 March 2016,

Half year results to 30 June 2016 by 30 September 2016,

Final results to 31 December 2016 by 30 June 2017.

 

EXPECTED ADMISSION DATE:

21 January 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

N+1 Singer

1 Bartholomew Lane,

London

EC2N 2AX

 

NAME AND ADDRESS OF BROKER:

N+1 Singer

1 Bartholomew Lane,

London

EC2N 2AX

 

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:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at www.castlestreetinvestments.com

 

DATE OF NOTIFICATION:

6 January 2016

 

NEW/ UPDATE:

NEW

 

 

 

 

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