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Schedule 1 - City of London Group Plc

21 Sep 2015 12:11

RNS Number : 6662Z
AIM
21 September 2015
 

 

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:

City of London Group PLC ("COLG" or the "Company")

 

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

30 Cannon Street, London, EC4M 6XH

 

COUNTRY OF INCORPORATION:

England and Wales

 

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

http://www.cityoflondongroup.com/index.asp

 

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:

 

COLG is an investing company focusing on providing finance to the SME and professional services sectors. It does this by financing trade and securing specialist funding throughout the supply chain to help fuel growth in these sectors. COLG's main country of operation is the United Kingdom.

 

COLG's new investing policy, which has recently been approved by COLG's shareholders and will be adopted by COLG, conditional on Admission, is as follows:

 

The principal investment objective of the Company will be to achieve total returns for Shareholders in excess of 8 per cent. per annum, measured on a 5 year rolling basis. The Company aims to achieve this objective by the following means:

 

· The majority of the Company's portfolio will be invested in the financial services sector through a series of equity and non-equity investments in unquoted companies and platforms which provide specialist financing and alternative asset management services. The Company will give particular focus to the SME market and professional services.

· The Company's main strategy will be to provide equity, working capital and seed funding to management teams and early stage companies to establish their business platforms and to demonstrate a track record. When appropriate, the Company will assist those platforms in expanding their activities further by raising third party funding. The Company will then be able to progressively redeploy its initial working capital and seed funding whilst retaining its long term equity interests.

· The Company will be able to hold majority and minority equity positions in its investee platforms. Where it has a majority of the equity, the day to day control will remain with each management team within those platforms, and the Company will exercise its rights as a shareholder in order to ensure appropriate investor protection and strategic direction. The Company will not generally have a fixed timescale for the realisation of investments and these will be assessed periodically in order to optimise their value.

· It is the long term intention of the Company to hold a concentrated portfolio of two to four platforms but during a transition period of up to eighteen months the Company may hold only one platform or as many as six platforms pending capital raisings, reinvestment and platform realisations.

· Each of the investee platforms will be separate from all others, stand alone and there will be no cross financing or funding requirements between them.

· Borrowing will take place when the Company believes it to be in its best interests but the amount borrowed will not exceed 100 per cent. of its total gross assets at the time of borrowing.

· Compliance with investment restrictions and guidelines will be monitored continuously by the Board. Any material changes to the investing policy must be approved by the Shareholders in accordance with the AIM Rules for Companies.

 

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):

 

36,852,681 Ordinary Shares of 10 pence each to be admitted on 19 October 2015

 

No transfer restrictions

 

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

New capital to be raised on admission to AIM: £5.0m

Anticipated market capitalisation on admission to AIM: £10.0m

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

62.6%

 

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:

N/A

 

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:

 

Paul George Milner (Non-Executive Chairman)

John Christian William Kent (Chief Executive Officer)

Howard Charles Goodbourn (Chief Financial Officer)

Andrew James Crowe (Non-Executive Director)

 

Proposed Director:

 

Andrew (Andy) John Crossley (Senior Independent 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 admission

Post admission

#

%

#

%

Helium Special Situations Fund

2,446,428

12.1

5,779,428

15.7

JG Estate

1,636,575

8.1

1,963,033

5.3

Andrew Crowe1

1,603,030

7.9

1,603,030

4.3

AXA IM UK

1,506,024

7.5

1,506,024

4.1

The BL & RB Foundation

1,325,000

6.6

1,325,000

3.6

Jupiter Asset Management

1,204,819

6.0

1,204,819

3.3

Tania Bard2

723,401

3.1

2,190,514

5.9

Alexander Bard2

666,900

2.8

2,134,014

5.8

Sarah Bard2

237,243

1.0

1,704,356

4.6

Rebecca Bard2

217,242

0.9

1,684,356

4.6

Cain Hoy Enterprises, LLC

-

-

5,866,946

15.9

Galliard Holdings Limited

-

-

1,466,737

4.0

 

1 Includes 1,534,000 shares held by the Loire Trust of which Andrew Crowe is the sole beneficiary

2 Includes 217,242 shares held by Savoylane as nominee for each shareholder prior to admission and 1,684,356 shares held by Savoylane as nominee for each shareholder post admission

 

 

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 March

(ii) No admission document. Latest published financial information: Annual Report and Accounts for the year ended 31 March 2015, published on 29 July 2015

(iii) 31 December 2015 (Half Year Report for the six months to 30 September 2015), 30 September 2016 (Annual Report and Accounts for the year ended 31 March 2016), 31 December 2016 (Half Year Report for the six months to 30 September 2016)

 

EXPECTED ADMISSION DATE:

19 October 2015

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

 

NAME AND ADDRESS OF BROKER:

 

Peel Hunt LLP

Moor House

120 London Wall

London

EC2Y 5ET

 

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:

 

Not applicable - quoted applicant

 

DATE OF NOTIFICATION:

 

21 September 2015

 

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:

 

The Premium segment of the FCA's Official List / Main Market of the London Stock Exchange

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 

Admission and commencement of unconditional dealings from 1 August 1996

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

 

The Company has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List (premium segment) and the Main Market of the London Stock Exchange plc.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

 

http://www.cityoflondongroup.com/corporate-pr.asp

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 

Following the move to AIM, COLG will continue to focus on providing finance to the SME and professional services sectors, in accordance with its new investing policy (as described above).

 

The Board believes that its new investing policy will allow it to pursue its growth strategy, enabling it to invest in its existing platforms when commercially sensible to do so.

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the financial or trading position of the Group since 31 March 2015 the date to which the last audited results of the Company were prepared.

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The directors of City of London Group plc have no reason to believe that the working capital available to it and its Group will be insufficient for at least twelve months from the date of its admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will be through the CREST system for uncertificated shares. Shareholders can also deal based on share certificates.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

TBC

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

N/A

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

http://www.cityoflondongroup.com/corporate-reports.asp

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None.

 

 

 

 

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