AIM Sch 1 - Camellia Plc (6572P)
August 20 2014 - 10:15AM
UK Regulatory
TIDMCAM
RNS Number : 6572P
AIM
20 August 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")
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COMPANY NAME:
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Camellia Plc (the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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Linton Park
Linton
Maidstone
Kent
ME17 4AB
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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www.camellia.plc.uk
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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:
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The Company and its subsidiaries (the "Group") operates in
four divisions, comprising (i) agriculture and horticulture
(predominantly tea production), (ii) engineering, (iii) food
storage and distribution and (iv) private banking and financial
services. The Group employs approximately 75,000 people globally.
The Group also holds investments comprising listed and unlisted
securities, fine art, philately, documents, manuscripts, land
and property.
The agriculture and horticulture division is engaged in the
production of tea, edible nuts (macadamias, pistachios and
almonds), citrus fruits, avocado, rubber, forestry, viticulture,
cattle, other horticultural produce and general farming (maize
and soya). The Group is one of the largest private tea producers
world-wide with a total of 65 tea estates and 60 tea factories.
It also manufactures instant tea and distributes packet tea
in India. The Group's main operations are in India, Bangladesh,
Malawi and Kenya, where the tea is grown and produced. It also
has notable agricultural operations, other than tea, in Brazil,
California, Kenya and South Africa.
The engineering division is engaged in precision engineering,
cutting and grinding, fabrication, heat treatment, galvanising,
powder coating and manufacture of stables, etch inspection
and catalysts. These businesses are predominately UK based
and serve customers in a number of sectors including the offshore
oil and gas and aerospace sectors.
The food storage and distribution division is involved in frozen,
chilled and ambient temperature food supply chain management
providing cold storage, refrigerated transport and production
support to several leading UK food manufacturers. It also specialises
in frozen imports and distributes seafood products in Europe
and supplies food service customers in the Netherlands with
fresh, frozen and ready-made fish.
The banking and financial services division comprises Duncan
Lawrie, which provides an integrated suite of banking services,
financial planning, investment management and trust and estate
advice. The head office of Duncan Lawrie private bank is in
London, with offices in the Isle of Man, Bristol and Wrotham.
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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):
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2,824,500 ordinary shares of 10 pence each
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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No capital to be raised on admission
Estimated market capitalisation: GBP265 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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52.80 per cent.
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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:
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The Company's listing on the Luxembourg Stock Exchange will
be cancelled with effect from 1 September 2014, as announced
on 14 August 2014.
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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):
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Malcolm Courtney Perkins (Chairman)
Christopher John Relleen (Deputy Chairman, Independent Non-Executive
Director and Senior Independent Director)
Christopher John Ames (Joint Managing Director)
Martin Dünki (Non-Executive Director)
Peter John Field (Joint Managing Director)
Anil Kumar Mathur (Finance Director)
Frédéric Vuilleumier (Independent Non-Executive Director)
Proposed
William Knatchbull Gibson (Independent Non-Executive Director)
joining the Board on 1 September 2014
Thomas (Tom) Kenric Franks (Deputy Chief Executive) joining
the Board on 1 October 2014
Graham Harold Mclean (Executive Director) joining the Board
on 1 October 2014
Susan Ann Walker (Finance Director Designate) joined the Group
on 1 July 2014 and will join the Board as Finance Director
in June 2015
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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):
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Name of Shareholder % pre-Admission % post-Admission
Camellia Holdings AG 50.52 50.52
Alcatel Bell Pensioenfonds VZW 9.81 9.81
Taube Hodson Stonex & Partners 3.11 3.11
Argos Argonaut Fund 3.05 3.05
In addition, Assam-Dooars Holdings Limited, a subsidiary
of the Company, holds (and will continue to hold following
Admission) 62,500 ordinary shares representing 2.21 per cent.
of the Company's issued ordinary share capital. These ordinary
shares are part of the total issued share capital of the
Company but, in accordance with the Companies Act 2006, no
voting rights are exercisable in respect of these shares
while they remain so held.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(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:
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(i) 31 December
(ii) N/A - Existing issuer moving from Official List
(iii) Half Yearly Report to 30 June 2014 - by 30 September
2014
Final Results for the Financial Year Ending 31 December 2014
- by 30 June 2015
Half Yearly Report to 30 June 2015 - by 30 September 2015
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EXPECTED ADMISSION DATE:
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19 September 2014
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Charles Stanley Securities
131 Finsbury Pavement
London
EC2A 1NT
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NAME AND ADDRESS OF BROKER:
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Charles Stanley Securities
131 Finsbury Pavement
London
EC2A 1NT
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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:
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N/A - Quoted Applicant
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DATE OF NOTIFICATION:
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20 August 2014
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NEW/ UPDATE:
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NEW
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QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
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THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
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The Main Market for Officially Listed securities operated by
the London Stock Exchange plc.
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THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
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6 May 1949
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CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
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Confirmed
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AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
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www.camellia.plc.uk
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DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
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The Board's strategy for the Group is:
* to develop a worldwide group of businesses requiring
management to take a long term view;
* the achievement of long term shareholder returns
through sustained and targeted investment;
* investing in sustainability, the environment and the
communities in which it does business;
* ensuring that the quality and safety of its products
and services meet the highest international
standards; and
* the continuous refinement and improvement of the
Group's existing businesses using its internal
expertise and financial strength.
Where opportunities arise to make complementary acquisitions
and divestments in order to generate accelerated returns to
shareholders, this will be considered by the Directors.
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A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
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Save as announced by the Company in announcements made in accordance
with the Disclosure and Transparency Rules and the Listing
Rules (including the trading update announcement made on 5
August 2014), there have been no significant changes in the
financial or trading position of Camellia Plc since 31 December
2013, being the end of the last financial period for which
audited financial statements have been published.
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A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
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The Directors have no reason to believe that the working capital
available to the Company or its Group will be insufficient
for at least 12 months from the date of its admission.
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DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
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N/A
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A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
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Settlement will be through the CREST system for uncertificated
shares. Shareholders can also deal based on share certificates.
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A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
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www.camellia.plc.uk
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INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
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See the appendix to this Schedule One announcement which is
available on the Company's website at: www.camellia.plc.uk
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A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
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www.camellia.plc.uk
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THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
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N/A
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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