21 Sep 2017 08:29
Stapleton Capital PLC
(the "Company")
First Day of Dealings
Placing to raise £1.5m
Admission to the Official List
Stapleton Capital PLC (LSE: STC), a newly established company formed to acquire a company or business in the telecoms sector, announces that it has successfully raised gross proceeds of £1.5m through the placing of 30,000,000 Ordinary Shares at a price of £0.05 per Ordinary Share.
Application has been made for the Ordinary Shares to be admitted to the Official List, by way of a Standard Listing, and to trading on the Main Market. Dealings in the Ordinary Shares are expected to commence at 8.00 a.m. on 21 September 2017. The Company prospectus is available to view here:
www.stapletoncapital.co.uk/prospectus
About Stapleton Capital PLC
The Company has been formed to undertake an acquisition. The Company does not have any specific acquisition under consideration and does not expect to engage in substantive negotiations with any target company or business until after Admission. The Board anticipates that the target size of the Acquisition will range between approximately £2 million and £3 million.
Following completion of an acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy to generate value for its Shareholders through operational improvements and potentially through additional complementary acquisitions following an acquisition.
Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to an Acquisition. An Acquisition will be treated as a reverse takeover under Chapter 5 of the Listing Rules and the Company intends to seek re-admission of the enlarged group to listing on the Official List and trading on the London Stock Exchange, or to the AIM Market operated by London Stock Exchange, or to another stock exchange.
In assessing potential targets, the Board will consider whether and how they can generate shareholder value post-acquisition through raising new capital through the enlarged listed entity, operational improvement, economics of scale and through "bolt on" acquisitions.
The Company has been created to consider opportunities within the telecoms industry. In particular, the initial focus will be on acquiring companies operating in the telecoms sector with all areas of the industry being considered.
The Board will undertake in depth market analysis in a number of related areas initially within the telecoms industry using the Directors' experience and knowledge in the telecoms sector. Once a suitable target has been identified and a structure and valuation negotiated and agreed, financial and legal due diligence will be undertaken using professional advisers. Consideration is likely to be a combination of shares and cash.
The expected target value for an Acquisition will be relative to the size of the Placing and the market capitalisation of the Company given that the consideration is anticipated to be a combination of Ordinary Shares and cash.
Reasons for Admission
The Company is seeking Admission in order to take advantage of:
· a listed company's public profile thereby promoting the Company and its strategy;
· the possibility to create a broad investor base;
· the potential liquidity offered by a Standard Listing;
· access to institutional and other investors not only on Admission but in the secondary market; and
· the ability to issue listed equity as consideration for Acquisitions.
Directors and Founders
The Board currently comprises two Directors, who collectively have extensive experience and a proven track record in investment, corporate finance and business acquisition, operation and development in the technology sector and are well placed to implement the Company's business objective and strategy.
· Rodger Sargent - Chief Executive Officer
· Jonathan Edward Hale - Non-Executive Chairman
The Board, comprise a knowledgeable and experienced group with extensive experience of making international acquisitions and operational improvement. The Directors believe that their respective track record demonstrate their ability to source, structure and complete acquisitions, return value to investors and introduce and complete operational improvements to companies. The Directors will bring their extensive experience, skills and expertise to bear, initially in sourcing, evaluating, structuring and executing an Acquisition.
Rodger Sargent | founder and finance director of a number of quoted and private companies over the past fifteen years
|
Jonathan Hale
| Chief financial officer of a number of quoted companies over the past fifteen years , including 32Red plc |
Full details of the Directors and Founders can be found in the prospectus (p. 35)
Significant shareholders
On Admission, the following Shareholders will have a notifiable interest in the issued shares of the Company:
Name | Ordinary Shares on Admission | Percentage of enlarged share capital |
|
|
|
Hargreave Hale | 3,500,000 | 9.6% |
Russell Backhouse1 | 2,275,000 | 6.2% |
Mohamed Patel | 2,000,000 | 5.5% |
Courtney Investments | 1,800,000 | 4.9% |
MD Barnard | 1,800,000 | 4.9% |
Jonathan Hale | 1,550,000 | 4.3% |
Jason Mackay | 1,300,000 | 3.6% |
Paul Howard | 1,175,000 | 3.5% |
Optiva Securities | 1,200,000 | 3.3% |
|
|
|
Total | 16,600,000 | 45.8% |
1 As at the date of this document, Russell Backhouse holds 775,000 Ordinary Shares in his own name and upon Admission will hold a further 1,500,000 Ordinary Shares indirectly through Mobilex Technology AB, an entity of which he is the sole shareholder.
PLACING STATISTICS
Total number of New Ordinary Shares pursuant to the Placing
| 30,000,000 |
Total number of Ordinary Shares in issue following the Placing and Admission
| 36,500,000 |
Placing Price per New Ordinary Share
| £0.05 |
Estimated Net Proceeds receivable by the Company
| Approximately £1,400,000 |
Enquiries:
Stapleton Capital PLC | www.stapletoncapital.co.uk |
Rodger Sargent | via Walbrook PR |
Walbrook PR Ltd | Tel: 020 7933 8780 or stapleton@walbrookpr.com |
Paul McManus / Paul Cornelius | Mob: 07980 541 893 / Mob: 07866 384 707 |