Kellan Group Regulatory News (KLN)

19 Sep 2007 17:10

AIM19 September 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: BERKELEY SCOTT GROUP PLC COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : BERKELEY HOUSE, 11-13 OCKFORD ROAD GODALMING SURREY GU7 1QU COUNTRY OF INCORPORATION: UK COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.berkeley-scott.co.uk COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF ANINVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION ISSOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: Berkeley Scott Group plc is a provider of people resourcing solutions to thehospitality and leisure industries for 23 years, focused on permanent andtemporary recruitment and executive search and selection. The Company aims toacquire speciality, higher margin niche recruitment companies in sectorsincluding IT, finance and accounting, together with legal and banking. The transaction comprises a cash offer by Berkeley Scott Group plc of Quanticaplc, accompanied by an Equity Alternative to be made by Berkeley Scott toacquire the entire issued and to be issued share capital of Quantica. Admission is sought as a result of a reverse take-over under Rule 14. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal valueand issue price to which it seeks admission and the number and type to be heldas treasury shares): 4,125,000 Ordinary 2p shares - VCT Placing Shares 70,849,413 Ordinary 2p shares - Rollover Shares (assuming full acceptance of the Equity Alternative) 19,795,000 Ordinary 2p shares - Non VCT Placing Shares 22,804,329 Ordinary 2p shares - Existing Shares 117,573,742 Total (assuming full acceptance of the Equity Alternative)CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKETCAPITALISATION ON ADMISSION: £ 9.6 million raised. Market capitalisation of the Company on final Admission £47 million (assumingfull acceptance of the Equity Alternative) at the Placing Price PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 16.2% 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:- FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining thefirst name by which each is known or including any other name by which each isknown): Anthony (Tony) Henry Reeves - Non Executive Co-Chairman John Philip Bowmer - Non Executive Co-Chairman John Ian Rose - Chief Executive Officer William Joseph Coker - Chief Financial Officer Michael Edward Wilson Jackson - Non Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OFTHE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first nameby which each is known or including any other name by which each is known): Name Prior to Offer & Placing After Offer and - % Placing - %John Phillip Bowmer 31.32 7.14William Joseph Coker 0.09 0.04Michael Edward Wilson Jackson* 6.68 1.85Anthony Henry Reeves ** 31.32 7.14Kathryn Davies 0.05 0.01 *includes 888,679 shares held by Elderstreet VCT Plc ofwhich Michael Jackson is the chairman**John Rose also has an option to acquire 5 per cent. ofeach of the total number of Berkeley Scott Shares held byAnthony Reeves and John Bowmer at an exercise price of 17.5pence per Berkeley Scott Share, which, in total, represents714,286 Berkeley Scott Shares in total. NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH(H) OF THE AIM RULES: There are no persons to be disclosed under Schedule 2, Paragraph (H) of the AIM Rules. (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 September (ii) Six months ended 31 March 2007 (iii) 31 March 2008, 30 June 2008, 31 March 2009 EXPECTED ADMISSION DATE: 24 September 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Daniel Stewart & Company plcBecket House36 Old JewryLondon EC2R 8DD NAME AND ADDRESS OF BROKER: As above OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL ORINTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH ASTATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: Copies of the document, the Offer Document and Form of Acceptance, the Circularand form of proxy are available from the registered office of Berkeley ScottGroup plc, Berkeley House, 11-13 Ockford Road, Godalming, Surrey GU7 1QU and atthe offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, LondonEC2R 8DD. All documents contain full details of the applicant and theadmissiion of its securities. DATE OF NOTIFICATION: 19 September 2007 NEW/ UPDATE: UPDATE This information is provided by RNS The company news service from the London Stock Exchange