FRM.L Regulatory News (FRM)

7 Jun 2007 16:58

AIM07 June 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:Formation Group plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :11 Manchester RoadWilmslowCheshireSK9 1BQ COUNTRY OF INCORPORATION:England COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.formationgroupplc.com 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 BESTATED:Formation Group plc's ("Formation") admission to trading on AIM is sought as aconsequence of it's acquisition of Columbia Design & Build Limited ("Columbia"),pursuant to which Formation's business and voting control is fundamentallychanged. Accordingly, the acquisition of Columbia constitutes a reverse takeoverunder AIM Rule 14. Since the disposal of its sports marketing division in October 2006, Formation'sstrategy has been to focus on its wealth management and professional servicesdivision which currently provides a range of services targeted at high net worthclients, many of whom are professional athletes. The Board is committed toadding new revenue streams that are complementary to the current operation ofthis division. Presently, the majority of the business carried out by the wealthmanagement and professional services division of Formation is transactional orbrokerage based, and revenue is generated by initial and recurrent commissions. The Board believes that there is an opportunity to increase revenue by addingcomplementary services as well as creating bespoke investment opportunities tooffer to its existing high net worth clients and other institutions andinvestors. The Directors believe that tailored products will provide the Groupwith the potential to create new revenue opportunities such as the generation offurther commissions and project management fees as well as the possibility ofprofit share arrangements (payable to the Group) that are linked to theperformance of these investments. Formation has already advised on one bespokeproperty investment, The Whitechapel Property Fund Limited, which was listed onthe Channel Islands Stock Exchange on 1 March 2007. Formation was the investmentadviser to this fund, which was created to provide an opportunity for theGroup's high net worth clients to invest in a property development in London. Historically, Formation has not had the required expertise or resources withinthe property sector to create appropriate investment opportunities itself and asa consequence it has relied on outsourcing to specialists in order to evaluateand implement any project. The Board believes that, in order to assess anddevelop future opportunities effectively in this area, Formation needs toacquire the appropriate infrastructure. Columbia is a property development management business which was created in 1998to manage the development of properties owned by companies controlled for thebenefit of the Concert Party (as defined in the Admission Document). The seniormanagement team of Columbia are qualified in a range of disciplines includingquantity surveying, construction and civil engineering and constructionmanagement and many of them have been involved in the property sector forsignificant parts of their career. In addition, Columbia has developed numerouscontacts at both sub-contractor and architect levels, which it regularly reliesupon. Historically, Columbia has project managed two or three large developments (withconstruction values in excess of £20 million) and three smaller projects (withconstruction values between £3 million to £20 million) each year. All clientcompanies to date have been companies which are ultimately controlled for thebenefit of the Concert Party (as defined in the Admission Document). The Board believes that Columbia will provide the Group with the ability tosource, evaluate, design and develop bespoke property projects. The Directorsalso believe that, with the assistance of Columbia, the Group will be able tooffer existing and future clients of the Group an opportunity to invest (at anearly stage) in the development projects both identified and managed by Columbiathrough bespoke investment products devised by Formation. The main country of operation of Formation is England. 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):The re-admission of 126,361,196 Ordinary Shares of 1p each (of which 3,571,500ordinary shares of 1p each are held as treasury shares) and the admission of70,588,235 Ordinary Shares of 1p each (issued in consideration of theacquisition of Columbia Design & Build Limited) which are subject to a 12 monthlock in arrangement and a further 12 month orderly market arrangement. Total securities to be admitted: 196,949,431 Ordinary Shares of 1p each CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:No capital to be raised on Admission. Anticipated market capitalisation on Admission, assuming a share price of 27.5p: £54.2million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:57.04% 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: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):John Edward Lawrence MBE (Non-executive Chairman)Neil John Rodford (Chief Executive Officer)Mark Page (Finance Director and Company Secretary)Ian Battersby (Director of Wealth Management)Michael Kennedy (Non-executive Director)Ian Alexander Craig (Non-executive Director)Richard Noel O'Carroll (Proposed Property 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 eachis known): Before Admission After Admission Fitel Nominees LimitedAccount: 0060812 23.44% 15.04% Fitel Nominees LimitedAccount: 0060846 3.74% 2.40% Kevin Bernard Moran 9.12% 5.85% Rock Nominees LimitedAccount: 2000606 6.13% 3.93% Strand Nominees LimitedAccount SN 7.80% 5.00% Lynette Dawn Yates 9.18% 5.89% Streetwise Limited - 35.84% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:n/a (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 August(ii) Audited information for Formation for the year ended 31 August 2006 and unaudited interim results for the period ended 28 February 2007 are included in the Admission Document(iii) Audited information for the period ending 31 August 2007 for Formation will be published by 28 February 2008; unaudited interim results for the period ending 28 February 2008 will be published before 31 May 2008 and audited information for the period ending 31 August 2008 will be published by 28 February 2009. EXPECTED ADMISSION DATE:22 June 2007 NAME AND ADDRESS OF NOMINATED ADVISER:WH Ireland Limited11 St James's SquareManchesterM2 6WH NAME AND ADDRESS OF BROKER:WH Ireland Limited11 St James's SquareManchesterM2 6WH 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 THEADMISSION OF ITS SECURITIES:Copies of the Admission Document are available to the public, free of charge, at the offices of WH Ireland Limited, 11 St James's Square, Manchester, M2 6WH and also in electronic form at the Company's website (www.formationgroupplc.com). The Admission Document contains full details about the applicant and the admission of its securities. DATE OF NOTIFICATION:7 June 2007 NEW/ UPDATE:NEW This information is provided by RNS The company news service from the London Stock Exchange