Braime Ord Regulatory News (BMTO)

25 May 2007 16:45

AIM25 May 2007 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: T.F. & J.H. Braime (Holdings) P.L.C. ("Company") COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Hunslet Road, Leeds, LS10 1JZ COUNTRY OF INCORPORATION: England and Wales COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.braimegroup.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: The principal activities of the group are the manufacture of metal presswork and the distribution of bulkmaterial handling components. The main country of operation is the United Kingdom. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares): 180,000 5% cumulative preference shares of £1 each; 480,000 ordinary shares of 25p each and 960,000 'A' ordinaryshares of 25p each (together, "Shares"). CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: Not applicable. PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 80.3% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED: Not applicable. FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known): Oliver Nicholas Anderson Braime - ChairmanDavid Howard Brown - Finance Director and Company SecretaryPeter John Osborne Alcock - Non-executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Holder Percentage of Issued Share Capital Held Ordinary shares Oliver Nicholas Anderson Braime 19.8%Town Centre Securities plc 15.3%Patricia Susan Braime 9.8%Anne-Charlotte Braime 10.1%Alan Quentin Braime 7.3%Carl Oliver Braime 7.3%Pamela Valerie Smith 5.7%Lois Veronica Deacon 5.0%Anne Barnes 3.7% A ordinary shares Redmayne Nominees Limited 29.7%(A/c ILT2008L)BNY (OCS) Nominees Limited 24.2%Pamela Valerie Smith 4.3%Gilt Fund Securities 3.7%Anne Barnes 3.7% Preference shares Fiske Nominees Limited 71.7%(A/c INVES008)John Thomas Sutton 3.3%Barbara Lyn McCallister 3.1% As at the date of notification, and as far as the directors are aware, the full names and holdings of significantshareholders before and after admission are as set out above.NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: None (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 December (ii) Not applicable (iii)30 September 2007(interims to 30 June 2007); 30 June 2008 (audited accounts to 31 December2007) and 30 September 2008 (interims to 30 June 2008) EXPECTED ADMISSION DATE: 27 June 2007 NAME AND ADDRESS OF NOMINATED ADVISER: WH Ireland Limited, Zurich House, Canal Wharf, Leeds LS11 5DB NAME AND ADDRESS OF BROKER: WH Ireland Limited, Zurich House, Canal Wharf, Leeds LS11 5DB OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: Not applicable. DATE OF NOTIFICATION: 25 May 2007 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: UKLA Official List THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: 1951 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORYREQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANYBREACH: Since May 2006, the Company has been in breach of the Listing Rule that states that 25% of a listed company'sshare capital must be in public hands. Only 19.7% of the Company's ordinary shares are currently in public hands.On the basis that the Company is intending to transfer to AIM, the Financial Services Authority has given theCompany a grace period. The Company was in breach of the Listing Rule which states that a listed company must appoint a registrar unlessit provides financial services and itself performs the functions of a registrar. The Company has now appointed aregistrar. Other than the breach of the free-float requirement and the requirement that the company must have a registrar,the Directors can confirm that, following due and careful enquiry, the Company has adhered to the relevant legaland regulatory requirements. AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THELAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:www.braimegroup.com DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILSOF ITS INVESTING STRATEGY: With regard to the manufacture of metal presswork, the Company's strategy is to concentrate on developing longterm contracts with customers committed to manufacture in the UK and, with them, to invest in cost effective andhighly automated machinery to enable the Company to remain competitive in a global market. The Company will continue to distribute worldwide its range of specialised components for the material handlingindustry, but with increasing emphasis on its line of electronic control and monitoring equipment for use inprocessing facilities. A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURREDSINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: Leeds City Council's planning officers have approved a detailed planning brief, for the commercial andresidential development of the Company's premises and land on Hunslet Road in Leeds and this brief will form aguide to prospective developers. The Board is currently in the process of identifying new premises in the local area in order to relocate thebusiness into a more modern, cost effective facility. This outcome is subject to the successful marketing of thesite and ultimately on final planning consent being granted by Leeds City Council. Apart from the planning brief, there has been no significant change since 31 December 2006. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TOIT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: The directors of the Company have no reason to believe that the working capital available to the group will beinsufficient for at least twelve months from the date of its admission to AIM. DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: Not applicable. A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: CREST A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: www.braimegroup.com INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: All information equivalent to that required for an admission document is in the public domain. A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE AFINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THEACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: www.braimegroup.com THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: Not applicable. This information is provided by RNS The company news service from the London Stock Exchange