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Schedule 1 - Veltyco Group Plc

16 Jun 2016 09:10

RNS Number : 3859B
AIM
16 June 2016
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Veltyco Group plc (previously Velox3 plc)

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

33 - 37 Athol Street

Douglas

Isle of Man

IM1 1LB

 

COUNTRY OF INCORPORATION:

Isle of Man

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.veltyco.com

 

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:

Velox3 is an investing company with an investing policy focused on the acquisition of direct and indirect interests in the online trading services industry. The Company is proposing the acquisition of the entire issued share capital of Sheltyco Enterprises Group Limited for a consideration of £10.9 million to be satisfied by the issue of 43,753,775 new consolidated ordinary shares, which constitutes a reverse takeover under Rule 14 of the AIM Rules. On completion of the acquisition the Company will change name to Veltyco Group plc.

 

Sheltyco is a holding company primarily focused on generating marketing leads and entering into marketing contracts for the activities of its partners in sports betting, casinos, poker games, lottery and binary options, such as Betsafe (online casino and sports betting), Lottopalace (lottery) and Option888 (binary options). Sheltyco focuses on all of these three complementary activities under one umbrella, leveraging its historical cash generative activities of marketing online casinos and sports betting.

 

The Company's main countries of operation are the Isle of Man, British Virgin Islands and Cyprus.

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):

56,059,269 ordinary shares of nil par value

No shares held in treasury.

No restrictions as to transfer of the securities.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £538,043 via a subscription at 25 pence per share to be carried out in two tranches

Anticipated market capitalisation on Admission: £13.89 million (at the subscription price of 25p per share)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

86.78%

 

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:

Not Applicable

 

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):

Existing Directors:

David Mathewson (Chairman)

Mark Rosman (Non-Executive Director)

 

Proposed Directors

Marcel Noordeloos (Chief Financial Officer)

Karsten Uwe Lenhoff (Chief Operating Officer)

Hans Dahlgren (Chief Technology Officer)

 

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):

 

Before Admission

Lensing Management Limited* -

Vancom Ventures Limited -

Vistra (Malta) Limited -

DGS. C.V. -

Crius Investments B.V. 10.43%

Dolf Swart 8.58%

De Baar Holding B.V. 7.53%

Castilla Investments BV 6.21%

Dirk Jan Bakker 5.97%

M.W. van Bree Beheer B.V. 5.01%

Francois Claeijs 4.49%

Mark Rosman 4.31%

 

After Admission

Lensing Management Limited* 46.83%

Vancom Ventures Limited 15.61%

Vistra (Malta) Limited 15.61%

DGS. C.V. 6.08%

Crius Investments B.V. 1.44%

Dolf Swart 1.40%

De Baar Holding B.V. 1.04%

Castilla Investments BV 0.86%

Dirk Jan Bakker 0.82%

M.W. van Bree Beheer B.V. 0.69%

Francois Claeijs 0.62%

Mark Rosman 0.87%

* A company fully owned by Karsten Uwe Lenhoff

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not Applicable

 

(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:

(i) 31 December

(ii) 31 December 2015

(iii) 30 September 2016 (interim report for the six months ending 30 June 2016)

30 June 2017 (annual report for the twelve months ending 31 December 2016)

30 September 2017 (interim report for the six months ended 30 June 2017)

 

EXPECTED ADMISSION DATE:

30 June 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Stockdale Securities Limited

Beaufort House

15 St Botolph Street

London

EC3A 7BB

 

NAME AND ADDRESS OF BROKER:

Stockdale Securities Limited

Beaufort House

15 St Botolph Street

London

EC3A 7BB

 

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:

The Admission Document, which contains full details about the applicant and the admission of its ordinary shares to AIM, is available on the Company's website (www.velox3.com (up to Admission) or www.veltyco.com (following Admission)) in accordance with AIM Rule 26.

 

DATE OF NOTIFICATION:

16 June 2016

 

NEW/ UPDATE:

New

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAASFWSAMFMSESM
Date   Source Headline
31st May 20185:34 pmRNSNotification of Final Results
25th May 20187:00 amRNSAcquisition of database and proposed brand launch
30th Apr 20187:00 amRNSNotification of Final Results
29th Mar 20187:00 amRNSResponse to ESMA announcement
26th Mar 20187:00 amRNSBoard & Senior Management changes
22nd Mar 20187:00 amRNSeSports partnership provides Bet90 opportunity
16th Mar 20187:00 amRNSUpdate on potential acquisition
15th Mar 20187:00 amRNSFurther partnership with eSports.com
16th Feb 20187:00 amRNSExercise of options
5th Feb 20187:00 amRNSTrading Update
1st Feb 20187:00 amRNSPotential acquisition of sportsbook operation
17th Jan 20187:00 amRNSAcquisition of Crypto Wallet service provider
11th Jan 20187:00 amRNSSecondary Frankfurt Listing & Director Dealing
4th Jan 20187:00 amRNSAppointment of new broker
21st Dec 20177:00 amRNSBlockchain and Cryptocurrency
30th Nov 20175:00 pmRNSDirector/PDMR Shareholding
28th Nov 20177:00 amRNSTrading Update
20th Nov 20177:00 amRNSBoard changes
6th Nov 20177:00 amRNSEiG Award eSports.com
23rd Oct 20177:00 amRNSBet90 sponsorship FPF Brazil
11th Oct 20177:00 amRNSEsports.com Partnership
6th Oct 20177:00 amRNSChange of Adviser
19th Sep 20174:38 pmRNSIssue of Equity
18th Sep 20175:52 pmRNSDirector/PDMR Shareholding
18th Sep 20177:00 amRNSInterim Results
14th Sep 20178:45 amRNSNotice of Results
9th Aug 20173:27 pmRNSHolding(s) in Company
31st Jul 20179:30 amRNSBet90 go live
21st Jul 20178:07 amRNSExercise of warrants and share issue
5th Jul 20175:04 pmRNSGrant of Options
4th Jul 201711:00 amRNSResult of AGM
4th Jul 20177:00 amRNSAGM Statement
28th Jun 20177:00 amRNSCompletion of the Acquisition of Bet90
19th Jun 201710:51 amRNSNotice of AGM
2nd Jun 20178:00 amRNSUpdate on completion of acquisition of Bet 90
16th May 20177:00 amRNSFinal Results
13th Apr 20171:53 pmRNSFundraise and proposed acquisition
14th Feb 20177:00 amRNSTrading Update
17th Jan 20174:09 pmRNSFURTHER RE APPOINTMENT OF NON-EXECUTIVE DIRECTOR
16th Jan 20177:00 amRNSAppointment of Non-Executive Director
13th Dec 20167:00 amRNSTrading update
9th Nov 20162:05 pmRNSSecond Price Monitoring Extn
9th Nov 20162:00 pmRNSPrice Monitoring Extension
7th Nov 20169:05 amRNSSecond Price Monitoring Extn
7th Nov 20169:00 amRNSPrice Monitoring Extension
19th Oct 20167:30 amRNSAIM Rule 17 Notice
19th Oct 20167:00 amRNSChange of Adviser
14th Oct 20164:40 pmRNSSecond Price Monitoring Extn
14th Oct 20164:35 pmRNSPrice Monitoring Extension
27th Sep 20167:00 amRNSHalf-year Report

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