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Schedule 1 - Zenergy Power plc

6 Sep 2012 08:00

RNS Number : 6345L
AIM
06 September 2012
 



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:

 

Zenergy Power plc (to be renamed Synety plc)

 

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

Registered Office: One America Square, Crosswall, London EC3N 2SG

 

Proposed trading address: Studio 4, Phoenix Square, 1 Burton Street, Leicester, LE1 1TB

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

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

 

Current website: www.zenergypower.com

 

Website on admission: www.synety.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:

Synety Limited ("Synety"), a private company, is reversing into Zenergy Power plc ("Zenergy").

Zenergy's only significant assets are its cash balances and its continuing interest in its wholly owned subsidiary Zenergy Power Inc which the Directors are considering winding up. Accordingly, for the purposes of the AIM Rules for Companies, the Company is deemed to be an investing company (as defined by the AIM Rules for Companies).

Synety is a cloud based software and communications business that has developed and operates a cloud based unified communications and recording service called CloudCall® which is designed to be integrated with customer relationship management ("CRM") platforms and other relevant software to allow end users to originate, log, record and replay calls directly from within the CRM software without the need to replace any onsite phone system.

 

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):

- 4,930,075 Ordinary shares of 20 pence each (simultaneously with the reverse acquisition, the Company is proposing a 1 for 20 share consolidation)

- No treasury shares

- No restrictions as to transfer

 

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

No capital to be raised on Admission.

 

Expected market capitalisation on admission: Approximately £3.7 million at the closing mid market share price on 4 September 2012.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

31.33% not in public hands at admission

 

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):

DIRECTORS:

Simon William Cleaver (Executive Chairman)

Dr. Georg Oehm (Non Executive Director)

David Mark Whelan (Non Executive Director)

 

PROPOSED DIRECTORS:

Mark Jonathan Kineret Seeman (Proposed Chief Executive)

Alan Graham Ward (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):

 

 

BEFORE:

Name

Number of Ordinary Shares

Per cent.

Cloverleaf Holdings Limited

7,810,190

11.31

ETHNA AKTIV E

6,760,000

9.79

Fidelity Investments

5,946,631

8.61

Southern Fox Investments Limited

4,070,000

5.89

Scottish Widows Investment Partnership

3,754,312

5.44

TD Direct Investing Nominees

3,262,028

4.72

Jane Capital Partners LLC

2,650,400

3.84

Aquaglow Limited

2,561,998

3.71

Jarvis Investment Management Limited

2,351,728

3.41

 

 

AFTER:

Name

Number of Ordinary Shares

Per cent.

Mark Jonathan Kineret Seeman

846,825

17.18

Jason Kendall

423,486

8.59

Cloverleaf Holdings Limited

390,509

7.92

ETHNA AKTIV E

338,000

6.86

Fidelity Investments

297,331

6.03

Alan Graham Ward

206,795

4.19

 

Southern Fox Investments Limited

203,500

4.13

Scottish Widows Investment Partnership

187,715

3.81

TD Direct Investing Nominees

163,101

3.31

 

 

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) 31 December;

(ii) 31 December 2011 by reference to the website for Zenergy AND 31 March 2012 for Synety;

(iii) 30 September 2012, 30 June 2013, 30 September 2013.

 

EXPECTED ADMISSION DATE:

 

26 September 2012

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

finnCap Limited

60 New Broad Street

London EC2M 1JJ

 

NAME AND ADDRESS OF BROKER:

 

finnCap Limited

60 New Broad Street

London EC2M 1JJ

 

 

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:

The admission document will be published on www.zenergypower.com. Hard copies will be available from the offices of finnCap Limited, 60 New Broad Street, London EC2M 1JJ.

 

The admission document will contain full details about Zenergy and Synety and the admission of existing and new ordinary shares.

 

DATE OF NOTIFICATION:

 

6 September 2012

 

NEW/ UPDATE:

New

 

 

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