Adrian Hargrave, CEO of SEEEN, explains how the new funds will accelerate customer growth Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksNSH.L Regulatory News (NSH)

  • There is currently no data for NSH

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Schedule 1 - Norish plc

27 Sep 2012 08:19

RNS Number : 2951N
AIM
27 September 2012
 



 

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:

Norish plc

 

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

REGISTERED OFFICE

6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland

 

TRADING ADDRESS

Northern Industrial Estate, Bury St Edmunds, Suffolk, IP32 6NL, United Kingdom

 

COUNTRY OF INCORPORATION:

Ireland

 

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

www.norish.com

 

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:

Norish is a leading warehousing company dedicated to serving the food manufacturing, wholesale and retail sectors within the UK. Norish provides supply chain solutions for companies on a local, regional and national basis including storage (including customs bonded storage), handling, freezing, de-vanning, picking and cross-docking. Norish currently operates eight strategically located temperature-controlled storage centres in the UK, each of which provides storage, freezing, picking, order assembly services to food companies engaged in processing, supply, wholesaling and retailing. Locations include Bury St. Edmunds, Suffolk (Cold store), Brierley Hill, West Midlands (Cold store), Wrexham, Clwyd (Cold store), Braintree, Essex (Cold store), Lympne, Kent (Cold store), Gillingham, Kent (Cold store), Leeds, Yorkshire (Cold store), Shipton by Beningbrough, York (Ambient warehouse).

 

On 19 September 2012, it was announced that the Norish Group had entered into a conditional agreement to acquire the entire issued share capital of Townview Foods Limited ("Townview"), a meat trading business based in Northern Ireland, for an aggregate consideration of up to £8.25 million. Townview was established in 1999 and is based in Newry, Northern Ireland. Townview procures supplies of raw and cooked beef, mutton, lamb, pork and poultry products from around the world in order to supply major food manufacturing and wholesale companies across the UK, including Northern Ireland. The Company is also proposing to raise £250,000 through a placing of 833,333 new Norish Units at 30p to part satisfy the consideration.

 

As the Acquisition constitutes a reverse takeover under Rule 14 of the AIM Rules, an application, which is conditional on the passing of the Resolution approving the Acquisition at the EGM, will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM.

 

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):

10,146,185 ordinary shares of nominal value €0.25 each (1)

1Each ordinary share has an "A" ordinary share attached

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

The Company is raising £250,000 through a placing of 833,333 new Norish Units at an issue price of 30p each. On admission, by reference to this issue price, it is expected that the market capitalisation of the Company will be £3.043 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

73.53%

 

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:

 

n/a

 

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):

On admission, the composition of the Norish Board will be as follows:

 

Ted O'Neill - Executive Chairman

Norman Hatcliff - Managing Director

Aidan Hughes - Finance Director

Torgeir Mantor - Non-Executive Director

Willie McCarter - 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):

 

Name of Shareholder

Number of Existing Norish Units

Percentage of existing Norish issued share capital

Percentage of Enlarged Company issued share capital following the Placing

Ted O'Neill

2,668,353

28.65%

26.30%

John Teeling

1,145,783

12.30%

11.29%

T.B. Mantor AS

1,130,025

12.13%

11.14%

Tom Cunningham

897,511

9.64%

8.85%

Sean Savage

833,333

8.21%

Leslie McAuley

518,600

5.57%

5.11%

 

Notes:

1 These figures assume no further Norish Units are issued prior to the Admission Date other than in connection with the Placing.

2 T.B. Mantor AS is a company connected to Torgeir Mantor

 

 

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

 

N/A

 

(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) 30 June 2012; and

(iii) As follows:

a. Year ended 31 December 2012 by 30 June 2013;

b. 6 months ended 30 June 2013 by 30 September 2013; and

c. Year ended 31 December 2013 by 30 June 2014.

 

 

EXPECTED ADMISSION DATE:

 

8 October 2012

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Davy

Davy House

49 Dawson Street

Dublin 2

 

NAME AND ADDRESS OF BROKER:

 

Davy

Davy House

49 Dawson Street

Dublin 2

 

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 this document may be inspected at the registered office of Norish, 6th Floor, South Bank House, Barrow Street, Dublin 4, Ireland during the usual business hours on any weekday (Saturdays and public holidays excepted). This document is also available free of charge on the Company's website at www.norish.com

 

DATE OF NOTIFICATION:

27 September 2012

 

NEW/UPDATE:

NEW

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAGRGDCRBDBGDR
Date   Source Headline
30th Mar 20173:56 pmRNSAnnual Report and Notice of AGM
23rd Mar 201712:23 pmRNSPreliminary Results
27th Oct 201612:21 pmRNSDirector/PDMR Shareholding
30th Sep 20167:00 amRNSHalf-year Report
8th Jun 20169:35 amRNSHolding(s) in Company
6th Jun 20163:04 pmRNSDirector/PDMR Shareholding
18th May 201611:55 amRNSResult of AGM
18th May 201611:15 amRNSAGM Statement
6th Apr 20162:59 pmRNSAnnual Report and Notice of AGM
30th Mar 20167:00 amRNSPreliminary 2015 Results
18th Mar 201612:30 pmRNSDisposal of Leeds Site
16th Mar 20161:06 pmRNSHolding(s) in Company
1st Feb 20165:05 pmRNSDirector/PDMR Shareholding
29th Jan 20165:18 pmRNSNew Joint Share Ownership Plan
11th Dec 201512:29 pmRNSHolding(s) in Company
10th Dec 20156:00 pmRNSNotification of Directors' Holdings
10th Dec 20156:00 pmRNSNotification of Holding
10th Dec 20151:23 pmRNSResult of EGM
24th Nov 20159:26 amRNSShareholder Notification
17th Nov 20155:00 pmRNSPosting of EGM Circular
16th Nov 20154:02 pmRNSPlacing
4th Nov 20158:40 amRNSNew Strategic Developments and Fundraising
11th Sep 20151:00 pmRNSInterim Statement 2015
20th Aug 20154:28 pmRNSDirector Appointment
12th May 201510:18 amRNSResult of AGM
12th May 20157:01 amRNSRetirement of Managing Director
31st Mar 20154:04 pmRNSAnnual Report and Notice of AGM
6th Mar 20157:00 amRNSPreliminary 2014 Results
23rd Dec 20142:18 pmRNSDisposal of York Site
12th Sep 20148:59 amRNSHalf Yearly Report
13th May 20143:46 pmRNSHolding(s) in Company
7th May 201411:48 amRNSResult of Open Offer and Result of General Meeting
14th Apr 20147:00 amRNSPosting of Circular
11th Apr 20144:00 pmRNSPlacing & Open Offer
3rd Apr 201410:00 amRNSAnnual Financial Report
6th Mar 20147:00 amRNSPreliminary Statement of Annual Results
7th Jan 201410:33 amRNSHolding(s) in Company
14th Oct 20133:43 pmRNSResult of Open Offer
18th Sep 20135:30 pmRNSShare Placing
13th Sep 20134:34 pmRNSInterim Results
7th May 20136:25 pmRNSResult of AGM
5th Apr 20137:00 amRNSAnnual Financial Report
8th Mar 20133:00 pmRNSPreliminary Statement of Annual Results
6th Feb 20134:51 pmRNSHolding(s) in Company
8th Oct 20125:25 pmRNSAppointment to the Board
5th Oct 20122:20 pmRNSResult of EGM
27th Sep 20128:19 amRNSSchedule 1 - Norish plc
19th Sep 20126:00 pmRNSProposed Acquisition and Placing
13th Sep 20124:15 pmRNSInterim Results
29th Jun 20129:36 amRNSAnnual Financial Report

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.