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Schedule 1 - Cholet Investments Plc

23 Dec 2011 11:37

RNS Number : 6066U
AIM
23 December 2011
 



 

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:

Cholet Investments plc, to be renamed One Delta plc

 

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

8th Floor, Union House, Union Street, St. Helier, Jersey JE2 3RF

 

COUNTRY OF INCORPORATION:

Jersey

 

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

Currently www.choletinvestments.com (to be renamed, www.onedeltaplc.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:

The acquisition of One Delta Limited by Cholet Investments will result in a reverse takeover under the AIM Rules. On completion of the acquisition and prior to admission to AIM, Cholet Investments will, subject to shareholder approval, change its name to One Delta plc.

 

The business of the enlarged group, of which the main country of operation will be Jersey, will be that of One Delta.

 

One Delta was incorporated on 7 October 2008. Its founders, Sean Reel and Phil Dale established the company to address the market demand for flood protection products. Since incorporation One Delta has diversified and is focused on the incorporation of recycled plastic materials into the design and production of a number of innovative products intended to provide effective, cost-efficient and environmentally sustainable solutions across a wide range of sectors.

 

One Delta is currently engaged in the design, testing and accreditation of products with a view to achieving commercial application in three principal sectors:

 

• defence;

• security fencing; and

• mobile, off-building flood defence.

 

Current product pipeline

PXP Security Fence - PXP Security Fences offer a new, sustainable product for security, crowd control, property and event management fencing. PXP Security Fences are an environmentally sound, rapid-erect, recycled fencing product that is available for either purchase or lease. The PXP Security Fence has the potential to become a cost effective, replacement for the traditional solutions that use wood, steel or brick structures for major events, commercial and residential markets.

 

INSTANT Flood Barrier ("IFB") - This product is well placed to take advantage of the recent government recommendations that have placed responsibility for flood response onto the UK's local authorities. IFB is a flat packed, rapid-erect, flood defence barrier made from RWP that is easily transported, stored and is reusable. The One Delta Management consider that IFB is a significant advancement on historical fixed defence systems and traditional sandbags.

 

BROOKS Defence - The Brooks Defence solutions offer rapid-erect, lightweight, mobile, anti-ballistic ground force protection systems for use by the military. The concept has been well received by the Ministry of Defence and certain defence companies alike. The technology used in the products is being developed with an anti-ballistic facility and the products are now set for Ministry of Defence testing.

 

As mentioned above, One Delta uses recycled plastic materials in its design and development process. Specifically each proposed product range incorporates components manufactured from recycled waste products (RWP), utilising a process called Powder Impression Moulding (PIM). The use of RWP provides advantages in terms of the relative ease of securing supplies and the low cost of raw materials.

 

The One Delta Management recognise the versatility of the RWP component and have identified further commercialisation applications for the technology which, together with the pipeline products referred to above, afford the potential to create additional revenue streams in the future.

 

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):

31,574,356 ordinary shares of no par value and an issue price of 8p. No restriction on the transfer of securities

 

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

£275,750 raised on admission. Market capitalisation (at the issue price of 8p per ordinary share) of £2.5 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

67.88%

 

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:

No other exchange or trading platform

 

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):

William Roger King (Non-Executive Chairman and Proposed Executive Director)

Roger Charles Maddock (Executive Director)

Sean Malachy Reel (Proposed Executive Chairman)

 

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):

 

 

Shareholder

Percentage of the existing share capital

Percentage of the enlarged share capital on Admission

Castellain Capital LLP

13.02

2.10

Andrew Gardiner

8.16

3.69

Anthony Able

5.88

0.95

Hans von Rettig

5.88

0.95

Zylos Investments Limited

5.88

0.95

Jason Mackay

5.88

0.95

Curatus Trust Company (Mauritius) Limited*

 

5.88

 

1.84

SVS (Nominees) Limited

4.37

0.71

Singer Nominees Limited

4.21

0.68

Mark Horrocks**

3.92

5.27

HALB Nominees Limited

3.80

0.61

Phil Dale

0.00

19.63

Mike Henebery

0.00

10.10

Richard Ludford

0.00

5.61

 

* Peter Maddock, a brother of Roger Maddock, has an indirect interest in these shares being a beneficiary of a trust managed by Curatus Trust Company (Mauritius) Limited.

** Includes 1,397,917 Ordinary Shares held in the name of Smith & Williamson Nominees Limited on behalf of Mark Horrocks and 266,150 Ordinary Shares held by Intrinsic Capital LLP, an entity controlled by Mark Horrocks and another person.

 

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 (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) 30 November

(ii) 30 September 2011 for Cholet Investments plc and 31 May 2011 for One Delta Limited

(iii) 30 June 2012 (half yearly results for the six months ended 31 March 2012)

31 March 2013 (audited results for the 14 months ended 30 November 2012)

31 August 2013 (half yearly results for the six months ending 31 May 2013)

All dates as set out in the admission document following the change of year end.

 

EXPECTED ADMISSION DATE:

12 January 2012

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ

 

NAME AND ADDRESS OF BROKER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ

 

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:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ and www.choletinvestments.com

 

The admission document contains full details regarding the applicant and the admission of its securities.

 

DATE OF NOTIFICATION:

23 December 2011

 

NEW/ UPDATE:

NEW

 

 

 

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