6 Aug 2008 17:53
| 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: |
| The Greenhouse Fund Limited (to be renamed Molectra Group Limited) |
| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
| BNP House, Anley Street, St Helier, Jersey Channel Islands, JE2 3QE |
| COUNTRY OF INCORPORATION: |
| Jersey |
| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
| Currently - www.greenhousefund.co.uk On Admission - www.molectragroup.co.uk |
| COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
| Admission is sought following a reverse takeover. The Greenhouse Fund Limited will cease being an externally managed investment entity and will become an internally managed company whose principal investment and only operating business (tyre re-cycling) will be based and managed in Australia through its wholly owned subsidiary, Molectra Australia Pty Ltd. Molectra Australia Pty Ltd operates a waste tyre re-cycling facility in Brisbane, Australia. The business is based on a process that re-cycles and recovers materials including crumb rubber (and, following further processes, oils and carbon) from used vehicle tyres. The technology generates rubber granules known as ''crumb rubber'' from waste tyres which can then be re-bonded into a range of moulded rubber products. In order to reflect it's new activities it is proposed that The Greenhouse Fund Limited's name be changed to Molectra Group Limited. |
| 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): |
| 203,225,000 participating shares of no par value. Expected issue price of 6.63 pence per share. No shares will be held in treasury. |
| CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
| No capital raised, admission pursuant to reverse takeover. Expected market capitalisation of £13.5 million. |
| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
| Following admission 41.70% of AIM securities are not in public hands |
| 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: |
| N/A - not traded on any other exchange or platform |
| 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): |
| Roger Charles Maddock - Non-Executive Director William Roger King - Non-Executive Director Paul Terrence Gazzard - Chief Executive Officer Rodger David Sargent - Chief Financial Officer John Geza Dobozy - Chief Technical Officer David Stanley Hassum - 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): |
| Shareholder Prior Admission Post Admission Amount % Amount % Molectra Technologies Pty Ltd - - 30,493,760 15.00 Molectra Holdings Pty Ltd - - 16,000,000 7.87 Hydrodec Group plc 30,000,000 19.33 30,000,000 14.76 PIHL Equity LLP 17,500,000 11.27 17,500,000 8.61 Mr David Perry Gaskell 14,475,000 9.32 14,475,000 7.12 ODL Nominees Ltd. 14,090,000 9.08 14,090,000 6.93 Roy Nominees Ltd. 8,000,000 5.15 8,000,000 3.93 JM Finn Nominees Ltd. 7,081,774 4.56 7,081,774 3.48 Chase (GA Group) Nominees Ltd. 7,000,000 4.51 7,000,000 3.44 Credit Agricole Cheuvrex Intl. 6,800,000 4.38 6,800,000 3.35 Smith & Williamson Nominees Ltd. 4,800,000 3.09 4,800,000 2.36 |
| NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
| N/A |
| ANTICIPATED ACCOUNTING REFERENCE DATE DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
| (i) Accounting reference date - 31 December (ii) 31 December 2007 (iii) 1. Half yearly report due by 30 September 2008 2. Annual accounts due by 30 June 2009 3. Half yearly report due by 30 September 2009 |
| EXPECTED ADMISSION DATE: |
| 13 August 2008 |
| NAME AND ADDRESS OF NOMINATED ADVISER: |
| Matrix Corporate Capital LLP One Vine Street London W1J 0AH United Kingdom |
| NAME AND ADDRESS OF BROKER: |
| Matrix Corporate Capital LLP One Vine Street London W1J 0AH United Kingdom |
| 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: |
| Copies of the AIM Admission Document will be available free of charge during normal business hours on any week day (Saturdays, Sundays and public holidays excepted) until the date following one month after the date of Admission from the Company's registered office at BNP House, Anley Street, St Helier, Jersey and from the offices of Norton Rose LLP at 3 More London Riverside, London and, thereafter, on the Company's website at www.molectagroup.co.uk |
| DATE OF NOTIFICATION: |
| 6 August 2008 |
| NEW/ UPDATE: |
| New |