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Schedule 1 - Shellproof Plc

18 Sep 2013 09:24

RNS Number : 2860O
AIM
18 September 2013
 



 

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:

Shellproof PLC (the "Company") to be renamed Gusbourne PLC on admission

 

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

Registered Office of the Company:

 

7 Cowley Street

London SW1P 3NB

 

 

COUNTRY OF INCORPORATION:

United Kingdom

 

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

www.shellproofplc.com

 

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:

 

Shellproof PLC and its subsidiary, Shellproof Wines, is engaged in the operation and development of an

English sparkling wine business that is currently based on Shellproof Wines' freehold land at Halnaker, West Sussex and on other sites in West Sussex. At 31 March 2013 Shellproof PLC had funds available for further investment of £3.1 million.

The Company is proposing to acquire the Gusbourne Estates Business and related Freehold Property based near Ashford, Kent. On Admission it is proposed that the name of Shellproof PLC will be changed to Gusbourne PLC.

The Company's principal activity will remain the operation and development of an English sparkling wine business, although following admission this will incorporate the award winning Gusbourne brand. The Company intends to take advantage of further anticipated market growth in the English sparkling wine industry and intends to plant a further 100 acres of vineyards on its freehold property, resulting in over 200 acres of prime vineyards in Kent and Sussex. The Company expects to be producing, at full maturity, grapes sufficient for the production of approximately 500,000 bottles of wine per annum.

The Company's main country of operation is the United Kingdom. Admission is sought as a result of a reverse take-over under Rule 14 of 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):

 

15,224,814 ordinary shares of 50 pence each

 

 

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

£2.85 million to be raised on Admission. Anticipated market capitalisation of £8.2 million

 

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 75%

 

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:

No other exchanges or platforms

 

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):

Existing Directors of the Company

Ian George Robinson

Benjamin James Walgate

Andrew Stephen Wilson

 

Proposed Directors of the Company on Admission

Andrew Carl Vincent Weeber- Non-Executive Chairman

Paul Gerard Bentham- Non-Executive Director

Ian George Robinson- Non-Executive Director

Benjamin James Walgate- Chief Executive

Andrew Stephen Wilson- 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

 

% issued share capital

Lord Ashcroft

76.2%

Charles Stanley & Co

4.06%

 

 

After Admission (TBC)

 

% issued share capital

Lord Ashcroft KCMG PC

c. 60%

Andrew Weeber

12.8%

Paul Bentham

4.0%

 

 

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) 31 March 2013

(iii) 31 December 2013, 30 September 2014, 31 December 2014

 

EXPECTED ADMISSION DATE:

27 September 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

 

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS

 

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:

www.shellproofplc.com

 

The Admission Document will contain full details about the Company and the admission of its securities.

 

DATE OF NOTIFICATION:

18 September 2013

 

NEW/ UPDATE:

New

 

 

 

 

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