Kellan Group Regulatory News (KLN)

17 Sep 2007 11:08

AIM17 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 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: Berkeley Scott Group plc is a provider of people resourcing solutions to the hospitality and leisure industries for 23years, focused on permanent and temporary recruitment and executive search and selection. The Company aims to acquirespeciality, higher margin niche recruitment companies in sectors including IT, finance and accounting, together withlegal and banking. The transaction comprises a cash offer by Berkeley Scott Group plc of Quantica plc, accompanied by an EquityAlternative to be made by Berkeley Scott to acquire 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 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 heldas treasury shares): 19,795,000 Ordinary 2p shares - VCT Placing Shares40,849,413 Ordinary 2p shares - Rollover Shares4,125,000 Ordinary 2p shares - Non VCT Placing Shares22,804,329 Ordinary 2p shares - Existing Shares117,573,742 Total (assuming full acceptance of the Equity Alternative) CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:£ 9.6 million raised. Market capitalisation of the Company on final Admission £47 million (assuming full acceptance of the EquityAlternative) 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) AREOR WILL BE ADMITTED OR TRADED: - FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Anthony (Tony) Henry Reeves - Non Executive Co-ChairmanJohn Philip Bowmer - Non Executive Co-ChairmanJohn Ian Rose - Chief Executive OfficerWilliam Joseph Coker - Chief Financial OfficerMichael Edward Wilson Jackson - Non Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ANDAFTER ADMISSION (underlining the first name by 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 otal 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 OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES: Copies of the document, the Offer Document and Form of Acceptance, the Circular and form of proxy are available fromthe registered office of Berkeley Scott Group plc, Berkeley House, 11-13 Ockford Road, Godalming, Surrey GU7 1QU and atthe offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London EC2R 8DD. All documents contain fulldetails of the applicant and the admissiion of its securities. DATE OF NOTIFICATION: 17 September 2007 NEW/ UPDATE: New This information is provided by RNS The company news service from the London Stock Exchange