Calculus Vct Regulatory News (CLC)

13 Sep 2007 09:56

AIM13 September 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:Clinical Computing plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :2 Kew Bridge Road Brentford Middlesex TW8 0JF COUNTRY OF INCORPORATION:England and Wales COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.ccl.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:Development of clinical information management software to facilitate the treatment of chronic disease (currentlyChronic Kidney Disease). Main countries of operation are the UK, USA and Australia. 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 heldas treasury shares):33,110,361 ordinary shares of 1 penny each No restrictions as to transfer CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:Capital to be raised on Admission: Nil Anticipated market capitalisation: £1.12 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:36.8% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED:Currently admitted to the Official List of the UKLA and to trading on the London Stock Exchange's market for listedsecurities, however application has been made for the cancellation of this listing, which is expected to take place at8.00am on 17 September 2007 simultaneously with admission to AIM. FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known):Howard Edward Kitchner, Non-Executive Chairman Joseph George Marlovits (known as Joe), Chief Executive Officer Professor Stanton Peter Newman (known as Stan), Non-Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): Name Shares held Percentage holdingMichael Gordon 5,811,800 17.55Howard Edward Kitchner* 3,164,996 9.56David Altschuler* 2,881,496 8.70Global Asset Management Limited 2,019,765 6.10James Conrad Venn 1,807,900 5.46Neil Mendoza 1,150,000 3.47 * - In addition to the shareholdings shown above, 203,008 ordinary shares are registered in the name of South QuayPlaza Retirement Fund, in which Howard Kitchner and David Altschuler are beneficially interested NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:In the twelve months prior to the date of this notification: - Baker Tilly Corporate Finance LLP has received (or entered into agreements to receive) fees of, inaggregate, £24,000 for the provision of services in connection with the Company's delisting from the official list andadmission to AIM - Baker Tilly has received fees of, in aggregate, approximately £33,700 for the provision of audit, tax andadvisory services - Baker Tilly UK Audit LLP (who were appointed as successor auditors to Baker Tilly with effect from 1 April2007) has received fees of, in aggregate, approximately £10,000 for the provision of audit services - Baker Tilly Tax and Advisory Services LLP (who were appointed as successor advisers to Baker Tilly witheffect from 1 April 2007) has received fees of, in aggregate, approximately £10,500 for the provision of tax andadvisory services - City Financial Associates Limited has received (or entered into agreements to receive) fees of, inaggregate, £35,000 for the provision of corporate finance advice in connection with the proposed delisting from theofficial list and admission to AIM, and an annual fee of a further £20,000 to act as nominated adviser to the Companyfollowing its Admission to AIM - Berwin Leighton Paisner LLP, the Company's lawyers, has received (or entered into agreements to receive)fees of, in aggregate, approximately £42,000 for the provision of legal advice. (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) No admission document has been prepared as Clinical Computing plc is a Quoted Applicant (iii)Half yearly report for the period to 30 June 2007, by 30 September 2007 Annual accounts for the year to 31 December 2007, by 30 June 2008 Half yearly report for the period to 30 June 2008, by 30 September 2008 EXPECTED ADMISSION DATE:17 September 2007 NAME AND ADDRESS OF NOMINATED ADVISER:City Financial Associates Limited46 Worship StreetLondon EC2A 2EA NAME AND ADDRESS OF BROKER:City Financial Associates Limited46 Worship StreetLondon EC2A 2EA OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES:n/a - Quoted Applicant DATE OF NOTIFICATION:13 September 2007 NEW/ UPDATE:UPDATE 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:17 February 1994 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 ANY BREACH:The Company confirms that, following due and careful enquiry, it has adhered to the legal and regulatory requirementsinvolved in having its securities traded on the London Stock Exchange. AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LASTTWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:www.ccl.com DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY:As the US and UK populations continue to age, management of chronic diseases will place increasing stress on thehealthcare services. The Group's strategy is to establish its Clinical Vision product as an interactive electronicmedical record solution for chronic disease. The Company's initial focus is the Chronic Kidney Disease market where ithas been an industry leader in End Stage Renal Disease. The increase of chronic diseases is forcing fundamental changesto the electronic healthcare record market; whereby better integration and more timely clinical information sharingbetween primary and secondary care providers will result in implementing preventative actions sooner in the careprocess thereby reducing the overall cost of care. New care practices will evolve with respect to chronic diseases, andinformation systems will be needed to deliver information to more users across a healthcare system, including thepatients. To meet this challenge the Company is now developing and quality assurance testing its latest technology, ClinicalVision Web. This technology release will provide the Company with the ability to support its strategic goals ofdelivering chronic disease solutions supporting early identification and complete life cycle management of chronicdisease.A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THEEND OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:Save as announced in the AGM statement on 29 June 2007 and/or disclosed in the Company's circular to shareholders dated23 July 2007, there has been no significant change in the financial or trading position of the Company since 31December 2006, being the end of the last financial period for which audited financial statements have been published. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT ORITS 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 Group's working capital will be insufficient for atleast twelve months from the date of its admission to AIM. DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:None. A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:The Company's ordinary shares will continue to settle through CREST and in certificated form. A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:The Articles of Association of the Company are to be found on the company's website at www.ccl.com 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 FINANCIALYEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BEPREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:www.ccl.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