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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
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