Assetco Regulatory News (ASTO)

16 Mar 2007 10:16

AIM16 March 2007 COMPANY NAME: Asfare Group plc ("Asfare") to be renamed AssetCo plc ("AssetCo" or "Company") COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :Registered and head officeCommercial RoadTottonSouthampton SO40 3AE Proposed new registered and headoffice upon Admission800 Field End RoadSouth RuislipMiddlesex HA4 0QH COUNTRY OF INCORPORATION:England and WalesCOMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.asfare.com and www.assetco.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED:Asfare has entered into a conditional agreement to acquire the entire issued share capital of AssetCo Group Limited ("AssetCo") for a consideration of approximately £80.2 million. Of thisamount, £70.2 million will be satisfied by the issue of consideration shares at 145 pence per share to AssetCo'sordinary shareholders and convertible preference shareholders and the remaining £10.0 million will be paid in cash inrespect of the AssetCo preference shares. Furthermore, Asfare has conditionally placed 13,793,104 new shares at 145 pence each with institutional investors (the"Placing"), raising approximately £20.0 million before expenses. By reason of the size of AssetCo relative to Asfare and the fundamental change in Asfare's business, board and votingcontrol, the acquisition is classified as a reverse takeover under Rule 14 of the AIM Rules for Companies. The AIMRules for Companies require that completion of the acquisition is subject to the prior approval of shareholders, whichwill be sought at Asfare's extraordinary general meeting on 29 March 2007. Furthermore, the Placing is conditional,inter alia, on shareholder approval. AssetCo is a leading provider of total managed services to UK fire and rescue authorities. AssetCo also designs, buildsand converts specialist vehicles and equipment for emergency and mission critical service clients. Asfare is a leading supplier of products and services to the emergency and homeland security markets in the UK. Asfaresupplies operational equipment products and services to more than 90 per cent. of the UK fire and rescue authorities.Asfare comprises two divisions: the search and rescue division and the protection and detection division. 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 heldas treasury shares): Number of existing ordinary shares 4,971,112Number of placing shares 13,793,104Number of consideration shares 48,434,483Enlarged share capital 67,198,699Issue price 145 pence The ordinary shares have a nominal value of 25 pence each. There are no treasury shares.CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: Approx. £ 20 millionApprox. £ 100 million market capitalisation on Admission PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:At admission the persons listed below will hold up to 35,549,428 ordinary shares representing 52.9 per cent, of thethen issued share capital of Asfare not held in public hands: Name Number of ordinary shares Percentage of issued enlarged share capital John Shannon 26,963,327 40.1 Frank Flynn 7,137,351 10.6 David Chisnall 648,750 1.0 Tim Wightman 532,083 0.8 Adrian Bradshaw 267,917 0.4 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED:None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Directors Timothy Redmayne Wightman (Non-executive Chairman) David Peter Chisnall OBE (Non-executive Deputy Chairman) Anthony Arthur O'Neill (Chief Executive Officer) Timothy Paul O'Connor (Group Finance Director) Adrian Effland Bradshaw (Non-executive Director) Proposed Directors Marcus John Shannon (Chief Executive Officer) Raymond Francis Flynn (Chief Financial Officer) Asfare entered into compromise agreements dated 5 March 2007 with each of Anthony O'Neill and Timothy O'Connor. Theseagreements are conditional upon Admission and provide that they will resign as directors of all companies in the AsfareGroup on Admission. FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):Name Number of Percentage of Enlarged ordinary shares issued existing share share capital capital Shares % % Marcus John Shannon 26,963,327 - 40.1 Raymond Francis Flynn 7,137,351 - 10.6 Schroder Investment Management Limited 4,350,000 - 6.5 J O Hambro 4,310,345 - 6.4 Denis Mellon 2,775,637 - 4.1 David Michael Smith 2,775,637 - 4.1 Michael Pelham Morris Olive 2,428,682 - 3.6 Rensburg Fund Management Limited 1,960,000 - 2.9 M&G Investment Management Limited 1,380,000 - 2.1 RC Brown Investment Management Plc 1,380,000 - 2.1 Henderson Global Investors Limited 1,000,000 - 1.5 INVESCO Asset Management Limited 830,000 - 1.2 Artemis Investment Management Limited 810,000 5.6 1.0 Morley Fund Management Limited 700,000 - 1.0 David Peter Chisnall 648,750 13.1 1.0 Singer & Friedlander Investment Management Limited 583,902 11.8 0.9 Timothy Redmayne Wightman 532,083 10.7 0.8 AXA Framlington Investment Management Ltd 530,000 - 0.8 Unicorn Asset Management Limited 470,300 9.5 0.7 Barclays Stockbrokers Limited 436,828 8.8 0.7 Baring Asset Management Limited 350,000 - 0.5 Peter Jonathan Lewin 346,955 - 0.5 Bluehone Investors LLP 340,000 6.8 0.5 Midas Capital Partners Limited 340,000 - 0.5 River and Mercantile Asset Management LLP 300,000 - 0.4 Adrian Effland Bradshaw 267,917 5.4 0.4 Peter Mountford 251,250 5.1 0.4 Cavendish Asset Management Limited 150,000 3.0 0.2NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: Bradmount Investments Limited Taosom Limited (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 March (ii) 31 March 2006 (iii) Annual audited accounts for the year to 31 March 2007 - by 30 September 2007, half-yearly report to30 September 2007 - 31 December 2007, Annual audited accounts for the year to 31 March 2008 - by 30 September 2008 EXPECTED ADMISSION DATE:30 March 2007NAME AND ADDRESS OF NOMINATED ADVISER:Hoare Govett Limited 250 Bishopsgate London EC2M 4AANAME AND ADDRESS OF BROKER:Hoare Govett Limited 250 Bishopsgate London EC2M 4AAOTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES: NabarroLacon House,84 Theobald's Road,LondonWC1X 8RW Asfare Group plcCommercial RoadTottonSouthampton SO40 3AE The Admission Document contains full details about the applicant and the admission of its securities. DATE OF NOTIFICATION:16 March 2007 NEW/ UPDATE: This information is provided by RNS The company news service from the London Stock Exchange