Sch 1 - Essenden PLC
April 27 2009 - 11:18AM
UK Regulatory
TIDMGGA
RNS Number : 2363R
AIM
27 April 2009
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| 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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| |
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| COMPANY NAME: |
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| Essenden Public Limited Company |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING |
| ADDRESS (INCLUDING POSTCODES) : |
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| 33 King Street, London SW1Y 6RJ |
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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.georgicaplc.com |
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| 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: |
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| The principal activity of the group comprises the operation of tenpin |
| bowling centres within the United Kingdom. The business consists of 38 |
| leasehold tenpin bowling centres and a portfolio of five properties held |
| for redevelopment. |
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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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| Up to 21,483,000 freely transferable ordinary shares of 1p each nominal |
| value, to be issued as part consideration for the acquisition by Essenden |
| Public Limited Company of the issued share capital of Georgica Public |
| Limited Company, pursuant to the Scheme of Arrangement set out in the |
| Scheme Document and the Admission Document posted to holders of shares in |
| Georgica Public Limited Company on 18 March 2009. |
| No treasury shares. |
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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. |
| As at the date of this Schedule 1, the Directors expect the combined |
| market capitalisation of the ordinary shares and the loan notes to equal |
| the current market value of Georgica Public Limited Company convertible |
| and ordinary shares of circa GBP18m. Directors expect that the split |
| between the equity and the loan notes will be that circa 20% or GBP3.5m of |
| value will rest in the equity and circa 80% or GBP14.5m of value will rest |
| in the loan notes, however, the market will determine the appropriate |
| split of the value between equity and loan notes. |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| As at Monday 27 April 2009, it is anticipated that approximately 75.5 per |
| cent. of AIM securities will not be in public hands at Admission. |
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| 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: |
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| As part of the proposed Scheme of Arrangement described in the Scheme |
| document and Admission Document posted to holders of shares in Georgica |
| Public Limited Company on 18 March 2009, application will be made for loan |
| notes to be issued by Essenden Public Limited Company to be admitted to |
| trading on PLUS-quoted (the market of that name operated and regulated by |
| PLUS Markets Group plc). It is expected that such Admission will become |
| effective and that trading in the loan notes to be issued by Essenden |
| Public Limited Company on PLUS-quoted will commence at 8:00am on 26 May |
| 2009, the same day as the expected first day of trading of the ordinary |
| shares of Essenden Public Limited Company on AIM. |
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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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| Rory Macnamara - Non-executive Chairman (proposed director) |
| Kaye Collins - Managing Director - Tenpin Limited (proposed director) |
| Peter Haspel - Managing Director |
| Christopher Mills - Non Executive Director (proposed director) |
| Margaret Mountford - Non Executive Director (proposed director) |
| Nicholas Oppenheim - Non Executive Director |
| Simon Prew - Finance Director |
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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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| As at Monday 27 April 2009, the date of this notification, it is |
| anticipated that the following will be Significant Shareholders of |
| Essenden Public Limited Company both immediately before (i.e., upon the |
| Scheme of Arrangement becoming effective) and after Admission: |
| North Atlantic Value LLP ("NAV") 25.17 per cent.* |
| Trefick Limited 19.32 per cent. |
| Schroder Investment Management Limited 14.68 per cent. |
| M & G Investment Management Limited 11.94 per cent. |
| Man Financial Limited / MF Global Limited 8.83 per cent. |
| Nicholas Oppenheimer 4.25 per cent |
| JP Morgan Asset Management 3.04 per cent. |
| Ennismore Fund Management Limited 2.96 per cent. |
| *NAV is considered a related party of Christopher Mills as set out under |
| the AIM Rules. Christopher Mills is a proposed director of Essenden plc |
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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 required |
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| * ANTICIPATED ACCOUNTING REFERENCE DATE * |
| DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS |
| BEEN PREPARED (this may be represented by unaudited interim financial |
| information)* |
| DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM |
| RULES 18 AND 19: |
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| (i)28 December |
| (ii)28 December 2008 |
| (iii) Half-yearly report for the period |
| ending 28 June 2009 to be released by |
| 28 September 2009 |
| Annual report for the period ending 28 |
| December 2009 to be published by 28 |
| June 2010 |
| Half-yearly report for the period |
| ending 28 June 2010 to be released by |
| 28 September 2010 |
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| EXPECTED ADMISSION DATE: |
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| 26 May 2009 |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| Cenkos Securities plc |
| 6.7.8 Tokenhouse Yard, London EC2R 7AS |
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| NAME AND ADDRESS OF BROKER: |
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| Oriel Securities Limited |
| 125 Wood Street |
| London EC2V 7AN |
| Mirabaud Securities Limited |
| 21 St James's Square |
| London |
| SW1Y 4JP |
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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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| The Admission Document, containing full details about Essenden Public |
| Limited Company and the Admission of its securities can be obtained from |
| the website of Georgica Public Limited Company (www.georgicaplc.com). |
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| DATE OF NOTIFICATION: |
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| 27 April 2009 |
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| NEW/ UPDATE: |
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| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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