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ESM - Schedule One

14 May 2012 07:00

RNS Number : 2507D
Sterling Green Group PLC
14 May 2012
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Pre-Admission AnnouncementESM Schedule 1

Announcement to be made by the ESM Applicant prior to admission in accordance withrule 2 of the ESM Rules for Companies

All Applicants must complete the following

Company name STERLING GREEN GROUP PLC TO BE RENAMED FASTNET OIL & GAS PLC (THE "COMPANY")

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Company registered address and if different, company trading address (including postcodes)

REGISTERED OFFICE AND TRADING ADDRESS

Number 14, The Embankment

Vale Road

Heaton Mersey

Stockport,

Cheshire SK4 3GN

United Kingdom

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TRADING ADDRESS

18 Fitzwilliam Place,

Dublin 2,

Ireland

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Country of incorporation

England and Wales

Company website address containing all information required by rule 26 in the ESM Rulesfor Companies

http://sterlinggreen.co.uk/sgg/ to become www.fastnetoilandgas.com following admission

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 takeover under rule 14 of the ESM Rules for Companies, this should be stated

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The Company has, since 1 December 2011, been classified as an investing company under Rule 15 of the AIM Rules for Companies ("AIM Rules"). On 14 May 2012 the Company entered into a conditional agreement to acquire the entire issued share capital of Terra Energy Limited ("Terra") for an aggregate consideration to be satisfied by the issue of 64,129,611 consideration shares and the payment of €40,000. The acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules. The Company is also proposing to raise Β£10.0 million (before expenses) through a conditional placing of 90,909,091 new ordinary shares (following the share consolidation) to provide further working capital for the enlarged group.

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Terra was incorporated in February 2008 and was established to explore and develop unconventional oil and gas resources in Europe and North Africa. Terra has since focused on oil and gas prospects in the Celtic Sea. In addition, Terra plans to avail itself of new potential opportunities in North and East Africa where certain of the proposed directors have significant knowledge, contacts.

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On Admission, Terra's assets will include an interest in a net profit bonus arrangement relating to the Connemara prospects offshore Ireland ("NPB Agreement") and 13 coal licenses based in the Connaught Coal Field, onshore Ireland. Terra has also made applications to the Petroleum Affairs Division of the Department of Communications, Energy and Natural Resources of Ireland for three offshore licensing options in the Celtic Sea and an onshore licence in the Dublin Basin.

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Details of securities to be admitted including any restrictions as to transfer of securities (i.e. where known, number 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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163,030,160 ordinary shares of 3.8p each ("Ordinary Shares")

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Capital to be raised on admission (if applicable) and anticipated market capitalisation on admission

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Placing of 90,909,091 Ordinary Shares at 11p per Ordinary Share to raise Β£10.0 million

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Approximate market capitalisation of Β£17.93 million on Admission at the placing price

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Percentage of ESM securities not in public hands on admission

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25.85%

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Details of any other exchange or trading platform to which the ex securities (or other securities of the company) are or will be admitted or traded

Application has also been made to have the shares admitted to the AIM Market of the London Stock Exchange

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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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Cathal Martin Friel Non-Executive Chairman

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George Henry Stephen Staley CEO

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Michael Henry Nolan Non-Executive Director

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John Michael Edelson Non-Executive Director

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Full names and holdings of significant shareholders, expressed as a percentage of the issued share capital, before or 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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Currently

On Admission

Name

Number of Ordinary Shares held

Percentage of issued share capital

Number of Ordinary Shares held

Percentage of issued share capital

Cathal Friel1

0

0

18,888,051

11.59%

Henderson Global Investors Limited

0

0

8,181,818

5.02%

CQS Asset Management Limited

0

0

7,500,000

4.60%

Davycrest Nominees

0

0

7,136,363

4.38%

Mandatum Life Insurance Company Limited

0

0

6,954,545

4.27%

Standard Life Investments Limited

0

0

6,818,182

4.18%

BlackRock Investment Management (UK) Limited

0

0

5,000,000

3.07%

M Edelson2

35,050,390

11.54

922,384

0.57%

Selwyn Lewis

29,687,500

9.78

781,250

0.48%

Rock Nominees Limited

29,687,500

9.78

781,250

0.48%

BK Charitable Trust

15,500,000

5.10

407,894

0.25%

Pentagon Dollar Satellite Fund Limited

15,000,000

4.94

394,736

0.24%

HSBC Global Custody Nominees

15,000,000

4.94

394,736

0.24%

I Aspinall3

12,250,000

4.03

322,368

0.20%

J H Lyons

12,000,000

3.95

315,789

0.19%

JIM Nominees Limited

10,308,960

3.39

271,288

0.17%

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Notes:

1. Cathal Friel's interest in new ordinary shares in the Company will include 15,554,857 new ordinary shares held by Raglan Road Capital Limited, a Company in which Cathal Friel and his wife, Pamela Iyer, have a 90 per cent. interest.

2. Michael Edelson's interest in existing ordinary shares in the Company include 1,000,000 shares held by his wife, JB Edelson, 1,750,000 shares held by Novabank Capital Limited and 3,800,390 shares held by London and City Credit Corporation Limited. In addition, Michael Edelson holds 1,000,000 existing ordinary shares non-beneficially as a trustee of The Morris Edelson Settlement.

3. Ian Aspinall has non-beneficial interests in existing ordinary shares in the Company, being 8,250,000 shares held non-beneficially as a trustee of The Blueberry Charitable Trust and 4,000,000 shares held non-beneficially by his wife, J M Aspinall, as a trustee of The Cheshire Children's Charitable Trust.

Names of all persons to be disclosed in accordance with schedule two, paragraph (h) of the ESM Rules for Companies

N/A

i anticipated accounting reference date

31 March

ii date to which the main financial information in the admission document has been prepared

31 March 2012

iii dates by which it must publish its first three reports pursuant to Rules 18 and 19 in the ESM Rules for Companies

As follows:

a. 6 months ended 30 September 2012 by 31 December 2012;

b. Year ending 31 March 2013 by 30 September 2013; and

c. 6 months ended 30 September 2013 by 31 December 2013;

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Expected admission date

11 June 2012

Name and address of ESM Adviser

Davy, Davy House, 49 Dawson Street, Dublin 2, Ireland.

Name and address of broker

Β Davy

Davy House

49 Dawson Street

Dublin 2, Ireland

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Shore Capital Stockbrokers Limited

Bond Street House

14 Clifford Street

London W1S 4JU

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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Copies of the admission document will be available to the public, free of charge, at the registered office of the Company at Number 14 The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN, telephone 0161 975 0434 during normal business hours on any weekday (Saturdays and public holidays excepted) for a period of one month from the date of Admission. This document is also available free of charge for such period on the Company's website at http://sterlinggreen.co.uk/sgg/

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Date of notification

14 May 2012

New/update (see note):

NEW

Quoted Applicants must also complete the following

The name of the ESM designated market upon which the Applicant's securities have been traded

The date from which the Applicant's securities have been so traded

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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

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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Details of the Applicant's strategy following admission including, in the case of an investing company, details of its investment strategy

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

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

Details of any lock-in arrangements pursuant to rule 7 of the ESM Rules for Companies

A brief description of the arrangements for settling the Applicant's securities

A website address detailing the rights attaching to the Applicant's securities

Information equivalent to that required for an admission document which is not currently public

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 fully audited interim results where applicable. The accounts must be prepared according to Irish, UK or USGAAP or international accounting standards.

The number of each class of securities held in treasury

Note: this field should indicate that the announcement is 'new' and all relevant fields should be completed. Otherwise where the form is required to be completed in respect of an 'update' announcement, this should be indicated. In such cases, all the original information should be included with any amended fields emboldened.

Submit completed form for market dissemination to announcements@ise.ie

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This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

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This information is provided by RNS
The company news service from the London Stock Exchange
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END
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