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Schedule 1 - One Delta Plc

2 May 2014 08:00

RNS Number : 1098G
AIM
02 May 2014
 



 

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:

One Delta plc (the "Group"). Name to be changed to Audioboom Group plc pending shareholder approval at the Group's AGM to be held on 19 May 2014.

 

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

PO Box 264, JP Morgan House, Grenville Street, St Helier, Jersey, JE4 8TQ

 

COUNTRY OF INCORPORATION:

Jersey

 

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

www.onedeltaplc.com (pre-admission), www.audioboom.com (post-admission)

 

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 Group makes equity investments in the technology and media industries. The Group's main investment once the Acquisition is completed Audioboo Limited will be a wholly-owned subsidiary whose product is a social media, 'software as a service'-based digital audio platform which allows professional and amateur content producers to create and broadcast largely non-musical audio content. Users listen to content via (i) the Audioboo app; (ii) embedded Audioboo proprietary software within Channel Partners' websites or (iii) social media sites such as Twitter and Facebook.

 

The Group's operations and assets are located in the United Kingdom. Admission is sought as a result of a reverse takeover of Audioboo Limited under AIM Rule 14.

 

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):

466,512,353 ordinary shares of no par value

 

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

Anticipated market capitalisation on admission is approximately £7.0 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

22.79%

 

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:

None

 

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):

Roger Charles Maddock (Chairman)

William Roger King (Executive Director) - to retire the day before Admission

Robert Edward Proctor (proposed Chief Executive Officer)

Rodger David Sargent (proposed Non-executive Director)

Simon Andrew Cole (proposed 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):

 

Current

Following completion of Acquisition

Ordinary Shares

%

Ordinary Shares

%

Warrants

UBC*

-

-

87,029,307

18.66%

8,765,404

Slovar Limited

-

-

43,823,649

9.39%

4,626,463

Pershing Nominees LSCLT

23,000,000

8

23,000,000

4.93%

-

HSBC Global Custody

19,000,000

6.6

19,000,000

4.07%

-

Hargreave Hale Nominees

16,000,000

5.6

16,000,000

3.43%

-

Smith & Williamson Nominees

15,405,081

5.4

15,405,081

3.30%

-

Mr Ben Arbib

15,166,667

5.3

15,166,667

3.25%

-

Nortrust Nominees Limited

15,166,667

5.3

15,166,667

3.25%

-

UBS Private Banking Nominees

12,000,000

4.2

12,000,000

2.57%

-

Rock Nominees 1729118

12,000,000

4.2

12,000,000

2.57%

-

Mr Rodger Sargent

9,433,334

3.3

11,433,334

2.45%

-

Nomura PB Nominees

10,000,000

3.5

10,000,000

2.14%

-

Courtney Investment Limited

9,566,667

3.3

9,566,667

2.05%

-

 

* Simon Cole, proposed Non-executive Director of the Group, is Chief Executive Officer of UBC

 

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

On 18 November 2013 Roger Maddock subscribed for 1,875,000 new Ordinary Shares at 0.53333p per share. On 17 March 2014 Roger Maddock subscribed for 1,000,000 new Ordinary Shares at a subscription price of 1.5p per share. In addition, the Company issued 1,400,000 new Ordinary Shares at 1.5p per share in satisfaction of certain fees owed to Mr Maddock by the Company amounting to £21,000.

(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) Report and accounts for Audioboo Limited for the three years ended 31 December 2013.

(iii) Interims to 31/5/14 due 29 August 2014;

Annual Results to 30/11/14 due 29 May 2015; and

Interims to 31/5/14 due 31 August 2015.

 

EXPECTED ADMISSION DATE:

20 May 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Arden Partners plc, 125 Old Broad Street, London EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

Arden Partners plc, 125 Old Broad Street, London EC2N 1AR

 

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:

Copies of this document will be made available to the public during normal business hours on any weekday (Saturdays and public holidays excepted) free of charge from the offices of Arden Partners, at 125 Old Broad Street, London EC2N 1AR, at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG and the offices of the Company at JP Morgan House, Grenville Street, St Helier, Jersey JE4 8TQ, Channel Islands and shall remain available for at least one month after the date of Admission.

 

DATE OF NOTIFICATION:

2 May 2014

 

NEW/ UPDATE:

New

 

 

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