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Schedule One - Inditherm plc

8 Jun 2015 07:30

RNS Number : 4228P
AIM
08 June 2015
 

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:

 

Inditherm plc (to be renamed Inspiration Healthcare Group plc) (the "Company")

 

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

 

Inditherm House

Houndhill Park

Bolton Road

Rotherham S63 7LG

 

COUNTRY OF INCORPORATION:

 

UK

 

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

 

www.inditherm.co.uk (up to Admission)

 

www.inspiration-healthcare.com (with effect from Admission)

 

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:

 

Inditherm plc ("Inditherm") has agreed to acquire the entire issued share capital of Inspiration Healthcare Limited ("IHL") with effect from Admission through a reverse takeover.

 

IHL was founded in Leicestershire in 2003 as a medical device distribution company focused on innovative products for critical care. The company now provides a range of products for critical care, specialised surgical procedures and parenteral feeding through distribution agreements typically covering the UK and the Republic of Ireland. IHL also has a range of own-branded products focused on critical care which are sold in over 40 countries. In addition, IHL has a technical support business maintaining and repairing medical equipment.

 

Inditherm was formed in 1998 and was admitted to AIM in December 2001, having developed a heating product using new technology, also called Inditherm. Inditherm manufactures and licenses its heating technology for use in numerous applications that require temperature maintenance and stability. The principal applications lie in the following markets:

 

· Medical - operating theatres, neonatal and obstetrics; and

· Industrial - Inditherm provides a range of standard low voltage heating products for intermediate bulk containers, drums and the warming of gas bottles.

 

The Company's main country of operation is the UK.

 

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):

 

30,667,548 ordinary shares of 10 pence each.

 

No shares held in treasury.

 

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 (based on an Inditherm share price of 4.375p) £13.4 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

83.4%

 

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:

 

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):

 

Mark Simon Abrahams (Non-Executive Chairman)

Neil James Campbell (Chief Executive Officer)

Ian Douglas Smith (Finance Director and Company Secretary)

Toby Foster (Sales Director)

William Norman Brook Nolson (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

After Admission

%

%

Neil James Campbell1

Nil

19.56%

Toby Foster1

Nil

19.56%

Simon Guy Motley1

Nil

19.56%

Malcolm John Oxley1

1Nil

19.56%

William Graham Walls1

Nil

5.08%

Dion G Steward

29.40%

4.91%

Patrick J O'Grady

9.50%

1.58%

Stuart Hawthorne

4.90%

0.82%

Spreadex Limited

4.60%

0.77%

 

 

1 Deemed a concert party for the purposes of the Takeover Code

 

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

 

Deciduous 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) 31 December

 

(ii) Inspiration: 31 January 2015

Inditherm: 31 December 2015

 

(iii) By 30 September 2015: unaudited half yearly report to 30 June 2015

 

By 30 June 2016: audited annual report and financial statements to 31 December 2015

 

By 30 September 2016: unaudited half yearly report to 30 June 2016

 

EXPECTED ADMISSION DATE:

 

24 June 2015

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

WH Ireland Limited, 24 Martin Lane, London EC4R 0DR

 

NAME AND ADDRESS OF BROKER:

 

WH Ireland Limited, 24 Martin Lane, London EC4R 0DR

 

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:

 

The admission document is available in electronic format from www.inditherm.co.uk/investor-relations. The admission document contains full details about the Company and the admission of its securities.

 

DATE OF NOTIFICATION:

 

8 June 2015

 

NEW/ UPDATE:

 

New

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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22nd Apr 20159:58 amRNSHolding(s) in Company

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