Hermes Pac. Regulatory News (HPAC)

8 Feb 2008 15:34

AIM08 February 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:India Outsourcing Services PlcCOMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :8-10 New Fetter Lane London EC4A 1RS COUNTRY OF INCORPORATION:England and WalesCOMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.indiaoutsourcingservices.comCOMPANY 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:India Outsourcing Services was admitted to trading on AIM on 6 December 2004 with the intention of capitalisingon acquisition and investment opportunities within the Business Process Outsourcing ("BPO") sector in India. TheCompany also stated at that time that it may also evaluate opportunities in the BPO sector in other European andAsian countries. The overall strategy was to create value by acquiring or investing in a small number ofbusinesses within that sector. The Board actively pursued a number of investment opportunities in the BPO sector in India and conducted highlevels of due diligence on a smaller number of opportunities. For a variety of reasons including increasedtransaction costs, increased opportunity cost and differences in valuation expectations, the Company has beenunable to complete a transaction in India. After consultation with a number of key shareholders, the Board has widened its search to review other businessesand sectors which the Directors believe may yield an exciting opportunity for the Company with one of the mainaims being to increase shareholder value. As a result of their review the Directors intend to create a chain of restaurants providing authentic, home styleIndian food on a consistent basis across the Enlarged Group. The Enlarged Group will initially target (i) the midmarket (pricing at approximately £25 per head) and (ii) the "fast casual" dining market (pricing at approximately£15 per head). Additionally based on the facilities of the chain, the Directors intend to extend the EnlargedGroup's brands into: - sports catering - lunchtime takeaway menu - event catering including weddings. In the 12 to 15 month period following Admission, the Enlarged Group intends to embark upon a realistic roll-outprogramme subject to market conditions and site availability. The Directors believe the combination of the Mela Group's business and the Company's existing cash resources andits access to the equity market, has the potential for delivering positive returns to shareholders in the mediumterm. The Directors believe that the key features of the Indian restaurant sector are that: • it is well established with market size in excess of £3 billion; • it is an extremely fragmented market with over 11,500 restaurants in the UK; and • there is no current UK national branded provider and therefore opportunity to consolidate in this nichewith the UK's first nationwide chain. Under the Proposals and as a result of the Acquisition, the Enlarged Group will engage in the provision ofauthentic, fresh, high quality and consistent Indian food through the Mela Group's current outlets, Chowki, Melaand 3 Monkeys, which the Directors and Proposed Directors intend to continue and develop both by opening newoutlets and by acquiring and re-branding existing restaurants. In view of the size of the Mela Group relative to the Company, the Acquisition will constitute a reverse takeoverof India Outsourcing under the AIM Rules and therefore requires the prior approval of Shareholders at a GeneralMeeting. 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):13,076,850 Ordinary Shares of 10 pence each, comprising; 9,479,167 Existing Ordinary Shares 3,600,683 Initial Consideration Shares CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:No additional capital raised on Admission Anticipated Market Capitalisation on Admission c. £2.0m PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:41.13% 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:N/AFULL 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):Haresh Damodar Kanabar (Non-executive Chairman & Company Secretary) Amit Narshibhai Pau (Chief Executive) Nigel Alexander Spencer Robertson (Non-executive Director) Kuldeep Singh (proposed Executive Chef Director) Ashraf Rahman (proposed Business Development 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):Name Ordinary Shares % of Ordinary Ordinary Shares % of Enlarged immediately Share Capital following Share Capital prior to immediately prior Admission on Admission Admission to AdmissionNigel Robertson* 1,516,667 16.00 1,516,667 11.60Kuldeep Singh Nil Nil 1,466,720 11.06Dinesh Mody Nil Nil 1,082,670 8.28Ashraf Rahman Nil Nil 1,071,293 8.19Deutsche Bank AG 1,059,375 11.18 1,059,375 8.10ABN Amro Bank N.V. 871,000 9.19 871,000 6.66Credit Agricole Cheuvreux 870,750 9.19 870,750 6.66International Limited *Nigel Robertson is deemed to be interested in 1,516,667 Ordinary Shares due to his directorship andcontrolling shareholding in Blue Star Capital plc, the beneficial holder of the shares. 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 (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 30 September (ii) 31 July 07 and 30 April 07 (iii) 31 March 2008, 30 June 2008 and 31 March 2009EXPECTED ADMISSION DATE:26 February 2008NAME AND ADDRESS OF NOMINATED ADVISER:W.H. Ireland Limited, 85-89 Colmore Row, Birmingham, B3 2BB NAME AND ADDRESS OF BROKER:W.H. Ireland Limited, 85-89 Colmore Row, Birmingham, B3 2BB 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:www.indiaoutsourcingservices.comDATE OF NOTIFICATION:8 February 2008NEW/ UPDATE:NEW This information is provided by RNS The company news service from the London Stock Exchange