Crawshaw Group Regulatory News (CRAW)

26 Mar 2008 15:05

AIM26 March 2008 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:Felix Group plc (to be changed to Crawshaw Group plc, following approval at the General Meeting). COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES): Following Admission: Unit 15, Bradmarsh Business Park, Bow Bridge Close, Rotherham, S60 1BY. COUNTRY OF INCORPORATION:England and Wales. COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.felixgroupplc.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:Felix Group plc is currently admitted to trading on AIM and, as a result of the reverse takeover of CrawshawGroup Limited, application will be made under Rule 14 for its existing ordinary shares to be cancelled and theenlarged share capital (encompassing the existing ordinary shares and the new ordinary shares) to be admitted totrading on AIM. Felix Group plc has been treated as an "investing company" since 20 December 2007. Its investing strategy atthis date was stated as follows: "to acquire a trading business displaying one or more of the followingcharacteristics: currently and historically profitable, cash generative and capable of organic growth or growthby acquisition." Crawshaw Group Limited is the holding company for a privately owned group whose business comprises a chain ofmeat focussed retail food stores operating from fourteen retail outlets and two processing and distributioncentres. Going forward, Felix Group plc will change its name to Crawshaw Group plc and will operate as a meat focussedretailer. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares):Following consolidation, the nominal value of the ordinary shares will be 5p each. The number of new ordinary shares to be issued is 41,866,667. Total number of shares to be admitted to trading is 46,680,194. CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:£4m of new capital is to be raised on Admission. Anticipated market capitalisation on Admission: £17.5m PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:Approximately 55.4%. DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED: NAFULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known):Current Directors Richard Sidney Rose (Executive Chairman) Lynda Jane Sherratt (Finance Director) Philip Ellis Kanas (Senior Independent Non-Executive Director) Michael David Masters (Non-Executive Director) Alan James Uren (Non-Executive Director) Proposed Directors Richard Sidney Rose (Executive Chairman) Kevin Patrick Boyd (Managing Director) Andrew Richardson (Finance Director) Colin Brian Crawshaw (Buying Director) Philip Ellis Kanas (Non-Executive Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Before Percentage of Existing Share Capital Name Schroder Investment Management 26.87% Gartmore Investment Management 14.51%Limited Universities Superannuation 9.93 %Scheme Limited Felix Holdings Limited 7.67 % Urgel Limited 6.42 % After Percentage of Enlarged Issued Share Capital Name Schroder Investment Management 19.9 % Gartmore Investment Management 18.6 %Limited Richard Rose 12.9 % Colin Crawshaw 11.5 % Unicorn VCT 10.5 % John Kelly 6.6 % Kevin Boyd 4.0 % NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: Fees totalling an aggregate of £745,000 were paid by the Company to Ballard Campbell & Partners, Dorsey & Witney,Headwaters, Investec, KPMG LLP and Lawrence Graham LLP in connection with a transaction which aborted in 2007.In addition fees in excess of £10,000 were paid to Pannone & Partners and Lawrence Graham for legal advice.Audit fees of in excess of £10,000 have been incurred by the Company and are due to UHY Hacker Young and KPMGLLP. (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) 52 week periods ending 31 January ii) Felix Group plc The 8 months ended 31 January 2008, the 12 months ended 31 May 2007, the 12 months ended 31 May 2006 and the 12months ended 31 May 2005. Crawshaw Group Limited The 12 months ended 31 January 2008, the 12 months ended 31 January 2007 and the 12 months ended 31 January 2006. iii) Following the recent change in the Company's accounting reference date: 31 October 2008 (interim accounts to half-year ended 31 July 2008) 31 July 2009 (annual accounts for the year ended 31 January 2009) 31 October 2009 (interim accounts to half-year ended 31 July 2009) EXPECTED ADMISSION DATE:11 April 2008 NAME AND ADDRESS OF NOMINATED ADVISER:Investec Investment Banking A division of Investec Bank (UK) Ltd 2 Gresham Street London, EC2V 7QP NAME AND ADDRESS OF BROKER: Investec Securities A division of Investec Bank (UK) Ltd 2 Gresham Street London, EC2V 7QP OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:Lawrence Graham LLP 4 More London Riverside London, SE1 2AU DATE OF NOTIFICATION:26 March 2008 NEW/ UPDATE:New This information is provided by RNS The company news service from the London Stock Exchange