Schedule 1 - Stanelco PLC
June 14 2010 - 7:40AM
UK Regulatory
TIDMSEO
RNS Number : 5650N
AIM
14 June 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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| |
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| COMPANY NAME: |
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| Stanelco plc (to be renamed "Biome Technologies plc" upon |
| admission) |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| Starpol Technology Centre, North Road, Marchwood, Southampton, |
| Hampshire, SO40 4BL |
| |
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| COUNTRY OF INCORPORATION: |
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| England & Wales |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| http://www.stanelcoplc.com/ |
| |
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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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| |
| Stanelco currently has two divisions: bioplastics and RF |
| applications. Bioplastics, which represented approximately 93 |
| per cent. of Group revenues for the year ended 31 December 2009, |
| owns, develops and produces a range of biodegradable and |
| sustainable bioplastic resins that substitute existing oil based |
| materials in the production of plastics. RF applications |
| exploits the heating properties of high frequency |
| electro-magnetic fields and is established as a leading supplier |
| of RF furnaces to the optical fibre market. |
| |
| The bioplastics division comprises, Biome Bioplastics, a direct |
| subsidiary of Stanelco, responsible for the development and sale |
| of the Group's new bioplastic products, and Biotec, a 50/50 |
| joint venture with SPhere, which manufactures the bioplastic |
| resins and owns the original product patents. |
| |
| The Company's main country of operation is in the United |
| Kingdom. |
| |
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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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| 5,884,866,333 Ordinary Shares of 0.1 pence each. There are no |
| restrictions as to transfer of the securities |
| |
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| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND |
| ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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| Capital to be raised: nil |
| Anticipated market capitalisation: GBP7.65 million* |
| |
| * - at 0.13 pence per share, being the closing price on 11 June |
| 2010. |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| Approximately 12% |
| |
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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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| N/a |
| |
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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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| John Francis Standen (Non-executive Chairman) |
| Paul Robert Mines (Chief Executive) |
| Susan Jane Bygrave (Group Finance Director) |
| Elizabeth Jill Filkin (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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| Before Admission*: |
| TD Waterhouse, Stockbrokers 11.48% |
| Barclays plc 8.46% |
| Schroders 5.94% |
| HDSL, Stockbrokers 5.73% |
| Self Trade, Stockbrokers 5.44% |
| Hargreaves Landsdown AM 4.17% |
| HSBC Private Bank 3.21% |
| Charles Stanley, Stockbrokers 3.22% |
| |
| * - these percentages are stated prior to completion of the |
| Company's Firm Placing and Placing and Open Offer, as announced |
| on 27 May 2010 (the "Placing"). |
| |
| Application has been made for the 2,806,525,416 New Ordinary |
| Shares of the Company to be issued pursuant to the Placing to be |
| admitted to the Official List and to trading on the main market |
| of the London Stock Exchange, and dealings in such shares are |
| expected to commence on 15 June 2010. A further schedule 1 |
| announcement will be released following admission of these |
| shares to reflect any changes to significant shareholders in the |
| Company. |
| |
| Following Admission: |
| As above |
| |
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| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE |
| 2, PARAGRAPH (H) OF THE AIM RULES: |
+------------------------------------------------------------------+
| |
| (i) Introduction Fee |
| Agreement with Dorcas Ventures |
| Limited |
| |
| The Company engaged Dorcas Ventures |
| Limited ("DVL") pursuant to a letter |
| agreement dated 23 April 2010 to |
| introduce placees in connection with |
| the Placing. In consideration for |
| this service, the Company agreed to |
| pay DVL a commission of 10 per cent. |
| of the aggregate gross amount |
| subscribed by such placees ("DVL |
| Placed Shares"). This agreement is |
| conditional upon the Placing |
| Agreement between the Company and |
| Singer Capital Markets Limited dated |
| 26 May 2010 becoming unconditional |
| in all respects. |
| |
| (ii) Introduction Fee |
| Agreement with Hybridan |
| |
| On 6 May 2010, the Company appointed |
| Hybridan LLP ("Hybridan") to act as |
| placing agent, pursuant to which |
| Hybridan agreed to introduce certain |
| prospective investors in the Issue, |
| to the Company and Singer (the |
| "Hybridan Placees"). |
| |
| In consideration of the introduction |
| of such prospective investors, the |
| Company agrees to pay Hybridan a |
| commission on completion of the |
| Issue (the "Hybridan Commission"). |
| The Hybridan Commission shall be an |
| amount equal to six per cent. of all |
| the aggregate gross amount |
| subscribed for New Ordinary Shares |
| by the Hybridan Placees (or seven |
| per cent. in the event that the |
| amount subscribed for New Ordinary |
| Shares by the Hybridan Placees |
| exceeds GBP1,000,000). |
| |
| (iii) Introduction Fee |
| Agreement with Jessica Field and |
| Olivia Field |
| |
| The Company engaged Jessica Field |
| and Olivia Field pursuant to a |
| letter agreement dated 18 May 2010 |
| to introduce placees in connection |
| with the Placing. In consideration |
| for this service, the Company agreed |
| to pay Jessica Field and Olivia |
| Field collectively a commission of |
| 10 per cent. of the aggregate gross |
| amount subscribed by such placees |
| ("Field Placed Shares"). This |
| agreement is conditional upon the |
| Placing Agreement becoming |
| unconditional in all respects. |
| |
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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 - a prospectus dated 27 |
| May 2010 contains financial information |
| for the three years ended 31 December |
| 2009 (incorporated by reference) |
| (iii) 30 September 2010 |
| (half-yearly report) |
| 30 June 2011 (annual report & accounts) |
| 30 September 2011 |
| (half-yearly report) |
| |
| |
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| EXPECTED ADMISSION DATE: |
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| 13 July 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| |
| Singer Capital Market Limited, One Hanover Street, London W1S |
| 1AX |
| |
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| NAME AND ADDRESS OF BROKER: |
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| |
| Singer Capital Market Limited, One Hanover Street, London W1S |
| 1AX |
| |
| |
+------------------------------------------------------------------+
| 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 |
| |
| A prospectus containing a shareholder circular dated 27 May 2010 |
| has been published in connection with the applicant's Firm |
| Placing and Placing and Open Offer and proposed move to AIM is |
| currently available on the applicant's website: |
| http://www.stanelcoplc.com/ |
| |
| |
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| DATE OF NOTIFICATION: |
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| |
| 14 June 2010 |
| |
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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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| |
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| THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S |
| SECURITIES HAVE BEEN TRADED: |
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| Official List of the FSA pursuant to Part VI of the FSMA |
| |
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| THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO |
| TRADED: |
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| 30 December 1996 |
| |
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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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| The Applicant confirms that it has adhered to any legal and |
| regulatory requirements involved in having its securities traded |
| upon the Official List of the FSA and the Main Market of the |
| London Stock Exchange |
| |
+------------------------------------------------------------------+
| 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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| http://www.stanelcoplc.com/ |
| |
| |
+------------------------------------------------------------------+
| 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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| Stanelco's intended strategy is to continue to develop and |
| broaden its underlying bioplastics |
| business organically through the exploitation of higher value |
| areas where the properties of bioplastic materials are most |
| suitable and valued. For the avoidance of doubt, Stanelco will |
| not seek to address all conventional uses of oil-based plastics. |
| |
| Stanelco's development work will seek not only to enhance the |
| functional characteristics of its products but also to reduce |
| the cost base of these materials in order to improve margins |
| generated. Stanelco's products will also continue to have high |
| levels of renewable constituents while also providing recycling |
| or composting characteristics as required by each market. The |
| Group will continue to seek to protect its existing intellectual |
| property in a robust manner and will seek to protect new |
| developments through patents and confidentiality in an |
| appropriate manner. |
| |
| Stanelco has also invested in sales representation in the North |
| America over the last 20 months ad intends to continue |
| aggressive development of this market, which has a strong focus |
| on renewable content for materials. |
| |
| Biome Bioplastics will be utilised as the industrial brand for |
| the development of the bioplastics business and Stanelco's |
| commercial and technical development will continue to take place |
| within this wholly owned subsidiary. The Biotec joint venture |
| will continue to be optimised for supporting the manufacturing |
| scale-up of existing and new products. |
| |
| Stanelco will continue to develop the RF business in-line with |
| its re-emergence as a small scale OEM engineering business. |
| Opportunities will also be sought to accelerate the business to |
| a meaningful scale or to realise best value for Shareholders. |
| |
| The Board has also examined all operational savings that can be |
| made in order to underline to Shareholders its belief that the |
| current development strategy is working and will continue to do |
| so. In support of its growth strategy the Directors will reduce |
| their remuneration packages during this period of cash |
| constraint by approximately 30 per cent. following successful |
| completion of the Proposals, and make further staff cost |
| reductions. These savings will reduce the cash burn in respect |
| of central costs by approximately GBP0.3 million per annum. |
| |
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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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| There has been no significant change in the financial or trading |
| position of the applicant since 31 December 2009, the end of the |
| last 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 of Stanelco plc 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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| 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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| The applicant's securities will settle through CREST, the system |
| for the paperless settlement of trades in securities and the |
| holding of uncertificated securities in accordance with the |
| CREST Regulations and Euroclear. |
| |
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| A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE |
| APPLICANT'S SECURITIES: |
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| http://www.stanelcoplc.com/ |
| |
+------------------------------------------------------------------+
| INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION |
| DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: |
+------------------------------------------------------------------+
| N/A |
| |
| A prospectus containing a shareholder circular dated 27 May 2010 |
| has been published in connection with the applicant's Firm |
| Placing and Placing and Open Offer and proposed move to AIM is |
| currently available on the applicant's website: |
| http://www.stanelcoplc.com/ |
| |
| |
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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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| http://www.stanelcoplc.com/ |
| |
| |
+------------------------------------------------------------------+
| THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: |
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| Nil |
| |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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