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Schedule 1 - Stanelco PLC

14 Jun 2010 12:40

RNS Number : 5650N
AIM
14 June 2010
 



 

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:

Stanelco plc (to be renamed "Biome Technologies plc" upon admission)

 

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

Starpol Technology Centre, North Road, Marchwood, Southampton, Hampshire, SO40 4BL

 

COUNTRY OF INCORPORATION:

England & Wales

 

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

http://www.stanelcoplc.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:

 

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.

 

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):

5,884,866,333 Ordinary Shares of 0.1 pence each. There are 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: nil

Anticipated market capitalisation: GBP7.65 million*

 

* - at 0.13 pence per share, being the closing price on 11 June 2010.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 12%

 

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:

N/a

 

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):

John Francis Standen (Non-executive Chairman)

Paul Robert Mines (Chief Executive)

Susan Jane Bygrave (Group Finance Director)

Elizabeth Jill Filkin (Non-executive Director)

 

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*:

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

 

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 £1,000,000).

 

(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.

 

(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) 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)

 

 

EXPECTED ADMISSION DATE:

13 July 2010

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Singer Capital Market Limited, One Hanover Street, London W1S 1AX

 

NAME AND ADDRESS OF BROKER:

 

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:

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/

 

 

DATE OF NOTIFICATION:

 

14 June 2010

 

NEW/ UPDATE:

New

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Official List of the FSA pursuant to Part VI of the FSMA

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

30 December 1996

 

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:

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:

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:

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 £0.3 million per annum.

 

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:

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.

 

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:

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.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/a

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

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.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

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/

 

 

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:

http://www.stanelcoplc.com/

 

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

Nil

 

 

 

 

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