Schedule 1 - RAM Investment Group plc
September 02 2010 - 6:48AM
UK Regulatory
TIDMRAM
RNS Number : 0518S
AIM
02 September 2010
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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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| |
+------------------------------------------------------------------+
| COMPANY NAME: |
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| RAM Investment Group PLC |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| 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 |
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| COUNTRY OF INCORPORATION: |
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| UK |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| www.raminvestmentgroup.co.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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| 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. |
| |
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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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| Number of shares to be Admitted to AIM (nominal value of |
| GBP0.01): 120,646,905 |
| Number of Existing Common Shares: 111,146,905 |
| Consideration Shares: 9,500,000 |
| |
| There are not 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 will be raised on admission. |
| The expected market cap at share price of 4.46p: GBP5.38 |
| million |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| Shares not in public hands: 10,618,735 |
| % not in public hands: 8.8% |
| |
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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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| Not applicable. |
| |
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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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| Timothy "Tim" Baldwin (Executive Chairman) |
| Iain Manley (Finance Director) |
| Mark Edmonds (Communications Director) |
| Barry "Edward" Adams (Non-executive 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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| Current Holding On Admission |
| No. of % of Issued No. of % of |
| Ordinary share Ordinary Issued |
| Shares capital Shares 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 4,735,294 4.26% 4,735,294 3.92% |
| Comps Growth |
| Fund |
| |
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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) 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. |
| |
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| EXPECTED ADMISSION DATE: |
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| 20 September 2010 |
| |
+------------------------------------------------------------------+
| NAME AND ADDRESS OF NOMINATED ADVISER: |
+------------------------------------------------------------------+
| Libertas Capital Corporate Finance Limited |
| 16 Berkeley Street |
| London W1J 8DZ |
| |
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| NAME AND ADDRESS OF BROKER: |
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| 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: |
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| 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: |
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| 02 September 2010 |
| |
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| NEW/ UPDATE: |
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| New |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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