Schedule 1 - Croma Group plc (4936Y)

TIDMCMG
RNS Number : 4936Y
AIM
01 March 2012
 
   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: 
 
  Croma Group plc 
  (to be renamed Croma Security Solutions Group plc upon admission) 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
  Registered Office: 
  Emerald House 
  East Street 
  Epsom 
  Surrey 
  KT17 1HS 
 
  Trading Address: 
  Security House 
  23 Loganbarns 
  Dumfries 
  DG1 4BZ 
 COUNTRY OF INCORPORATION: 
 
  England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
  www.cromagroup.co.uk 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
  Croma Group plc is engaged in the provision of security services, 
  including electronic security solutions and manned guarding 
  services. After the acquisition of the CSS Companies, the enlarged 
  group will provide CCTV hardware and analytic software, fire 
  and security alarms, access control and locksmith services, 
  manned guarding, key-holding, personnel training services and 
  biometric access control software with associated hardware. 
 
  Croma Group's primary country of operation is the United Kingdom. 
  Admission is being sought as a result of a reverse takeover, 
  under Rule 14 of the AIM Rules for Companies, of CSS Locksmiths 
  Limited, CSS Total Security Limited and Alarm Bell Company 
  Limited by Croma Group plc. 
 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): 
 
  14,502,532 ordinary shares of 5 pence each (following the proposed 
  consolidation of ordinary shares in the ratio of 1 new ordinary 
  share for every 50 current ordinary shares held) 
 
  There are no restrictions on the transfer of the securities 
  and the Company holds no shares in treasury. 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 
  Capital to be raised on Admission: GBP5 million 
 
  Anticipated market capitalisation on admission: GBP10.9 million. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
  29.16% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE 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): 
 
  Sebastian Jake Finch Morley - Chief Executive Officer and Proposed 
  Executive Chairman 
  Roberto Michele Fiorentino - Proposed Chief Executive Officer 
  James Leslie Dunion - Finance Director 
  Andrew Nicholas Hewson - Non-Executive Chairman and proposed 
  Non-Executive Director 
  Charles Neil McMicking - Proposed Non-Executive Director 
  Lord James William Eustace Percy - Proposed 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): 
 Pre Admission: 
 
  Sebastian Jake Finch Morley(*) - 12.78% 
  Pershing Nominees - 7.04% 
  Giltspur Nominees - 6.61% 
  T D Direct Investing Nominees - 5.51% 
  Barclayshare Nominees - 4.57% 
  Lord James William Eustace Percy - 4.54% 
  Chase Nominees - 4.06% 
  Andrew Nicholas Hewson - 3.54% 
  JIM Nominees - 3.25% 
  (*) - These shares are held through Giltspur Nominees 
 
  Post Admission: 
  Roberto Michele Fiorentino - 22.91% 
  Sebastian Jake Finch Morley(*) - 3.34% 
  (*) - These shares are held through Giltspur Nominees 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
  Coburg Capital Limited (a company controlled by Charles Neil 
  McMicking) received fees of GBP21,000 (plus VAT) during the 
  last 12 months for services rendered to the Group in connection 
  with the sale by the Company of RDDS Avionics Limited. Coburg 
  Capital Limited will be paid GBP30,000 (plus VAT) following 
  admission for services rendered to the Group in connection 
  with the acquisition of CSS Total Security Limited, CSS Locksmiths 
  Limited and Alarm Bell Company Limited. 
 (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) 30 June 
       (ii) 30 December 2011 (in respect of Croma Group Plc) and 30 
       June 2011 (in respect of the CSS Companies) 
       (iii) 31 December 2012, 31 March 2013 and 31 December 2013 
 EXPECTED ADMISSION DATE: 
 
  27 March 2012 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
  Nplus1 Brewin LLP 
  12 Smithfield Street 
  London 
  EC1A 9LA 
 NAME AND ADDRESS OF BROKER: 
 
  Nplus1 Brewin LLP 
  12 Smithfield Street 
  London 
  EC1A 9LA 
 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: 
 
  Emerald House, East Street, Epsom, Surrey, KT17 1HS and the 
  offices of Shepherd and Wedderburn LLP (1 Exchange Crescent, 
  Conference Square, Edinburgh EH3 8UL). 
 
  A copy of the admission document will also be available for 
  download from the Company's website at www.cromagroup.co.uk 
 
  The admission document will contain full details about Croma 
  Group plc and the admission of its securities to trading on 
  AIM. 
 DATE OF NOTIFICATION: 
 
  1 March 2012 
 NEW/ UPDATE: 
 
  New
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