Croma Security Regulatory News (CSSG)

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:

Croma Group plc

(to be renamed Croma Security Solutions Group plc upon admission)

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

Registered Office:

Emerald House

East Street

Epsom

Surrey

KT17 1HS

Trading Address:

Security House

23 Loganbarns

Dumfries

DG1 4BZ

COUNTRY OF INCORPORATION:

England and Wales

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

www.cromagroup.co.uk

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Croma Group plc is engaged in the provision of security services, including electronic security solutions and manned guarding services. After the acquisition of the CSS Companies, the enlarged group will provide CCTV hardware and analytic software, fire and security alarms, access control and locksmith services, manned guarding, key-holding, personnel training services and biometric access control software with associated hardware.

Croma Group's primary country of operation is the United Kingdom. Admission is being sought as a result of a reverse takeover, under Rule 14 of the AIM Rules for Companies, of CSS Locksmiths Limited, CSS Total Security Limited and Alarm Bell Company Limited by Croma Group plc.

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):

14,502,532 ordinary shares of 5 pence each (following the proposed consolidation of ordinary shares in the ratio of 1 new ordinary share for every 50 current ordinary shares held)

There are no restrictions on the transfer of the securities and the Company holds no shares in treasury.

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

Capital to be raised on Admission: £5 million

Anticipated market capitalisation on admission: £10.9 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 29.16%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE 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):

Sebastian Jake Finch Morley - Chief Executive Officer and Proposed Executive Chairman

Roberto Michele Fiorentino - Proposed Chief Executive Officer

James Leslie Dunion - Finance Director

Andrew Nicholas Hewson - Non-Executive Chairman and proposed Non-Executive Director

Charles Neil McMicking - Proposed Non-Executive Director

Lord James William Eustace Percy - 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):

Pre Admission:

Sebastian Jake Finch Morley(*) - 12.78%

Pershing Nominees - 7.04%

Giltspur Nominees - 6.61%

T D Direct Investing Nominees - 5.51%

Barclayshare Nominees - 4.57%

Lord James William Eustace Percy - 4.54%

Chase Nominees - 4.06%

Andrew Nicholas Hewson - 3.54%

JIM Nominees - 3.25%

(*) - These shares are held through Giltspur Nominees

Post Admission:

Roberto Michele Fiorentino - 22.91%

Sebastian Jake Finch Morley(*) - 3.34%

(*) - These shares are held through Giltspur Nominees

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

Coburg Capital Limited (a company controlled by Charles Neil McMicking) received fees of £21,000 (plus VAT) during the last 12 months for services rendered to the Group in connection with the sale by the Company of RDDS Avionics Limited. Coburg Capital Limited will be paid £30,000 (plus VAT) following admission for services rendered to the Group in connection with the acquisition of CSS Total Security Limited, CSS Locksmiths Limited and Alarm Bell Company Limited.

(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 June

(ii) 30 December 2011 (in respect of Croma Group Plc) and 30 June 2011 (in respect of the CSS Companies)

(iii) 31 December 2012, 31 March 2013 and 31 December 2013

EXPECTED ADMISSION DATE:

27 March 2012

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Brewin LLP

12 Smithfield Street

London

EC1A 9LA

NAME AND ADDRESS OF BROKER:

Nplus1 Brewin LLP

12 Smithfield Street

London

EC1A 9LA

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:

Emerald House, East Street, Epsom, Surrey, KT17 1HS and the offices of Shepherd and Wedderburn LLP (1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL).

A copy of the admission document will also be available for download from the Company's website at www.cromagroup.co.uk

The admission document will contain full details about Croma Group plc and the admission of its securities to trading on AIM.

DATE OF NOTIFICATION:

1 March 2012

NEW/ UPDATE:

New