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Schedule One - Armour Group plc

26 Feb 2016 16:00

RNS Number : 3600Q
AIM
26 February 2016
 

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:

 

Armour Group Plc (to be renamed OneView Plc on admission) (the "Company")

 

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

 

Suite 25

6-8 Revenge Road

Lordswood

Chatham

Kent

ME5 8UD

 

COUNTRY OF INCORPORATION:

 

England & Wales

 

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

 

www.armourgroup.uk.com (also to be www.oneviewcommerce.com on admission)

 

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:

The Company proposes to acquire the entire issued share capital of OneView Commerce Inc ("OneView") which is based in the US and operates in Europe and the US.

 

The acquisition constitutes a reverse take-over under Rule 14 of the AIM Rules, and to seek the admission of all of its issued and to be issued share capital to AIM on completion of this acquisition following shareholder approval.

 

The Company has been an investing company since the disposal of its only operating division, Armour Home Electronics Limited on 4 August 2014 and has an investing policy which seeks opportunities to offer the potential for significant capital growth for its shareholders. The Company's shares were suspended from trading on AIM on 5 August 2015.

 

OneView was founded in 2010 and has developed a suite of software products for the retail market that aim to provide a seamless and consistent experience for customers as they shop both online and in store. The solution enables both stores and online orders on mobile or fixed till devices. OneView also offers an enterprise dashboard that provides central control of all relevant data to the system of mobile and stationary devices. This dashboard contains a global inventory overview and centralised promotions engine in order to send promotions to current and potential customers across all channels (email, post etc.)

 

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):

 

351,005,381 ordinary shares of 1p each ("Ordinary Shares") at a price of 5p per Ordinary Shares to be admitted

 

No shares held in treasury

No restrictions as to transfer of the securities

 

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

 

Anticipated market capitalisation on Admission: £17.55 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

TBC

 

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:

 

None

 

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):

Current Directors of Armour:

Arthur Leonard Robert (Bob) Morton (Executive Chairman)

Mark John Wilson (Finance Director)

 

Board on Admission:

Ashley Richard Abrahams (Non-Executive Chairman)

Mark John Wilson (Finance Director)

Stuart Roger Mitchell (Executive Director)

Linda Palanza (Executive Director)

Gary Rodney Lane (Non-Executive Director)

Matthew (Matt) Wood (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):

 

Before Admission:

 

Shareholder

Number of Ordinary Shares held

Percentage of issued share capital

Hawk Investment Holdings Limited

46,500,025

47.9

Mr Robert Atherton

3,901,191

4.02

Seraffina Holdings Limited

3,678,185

3.79

Armour Employee's Share Trust

3,424,000

3.53

 

 

After Admission:

 

Shareholder

Number of Ordinary Shares held

Percentage of issued share capital

ALR Morton*

81,344,791

22.2%

Stuart Mitchell

93,152,232

25.4%

Lane Capital

62,384,761

17.0%

 

*represents beneficial holding only and shares held through Hawk Investments Limited, Hawk Pension Fund Limited and his wife Susan Morton.

 

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

 

There are no such persons.

 

(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 March

(ii) 30 September 2015

(iii) 30 September 2016 (12 month audited annual report to 31 March 2016);

31 December 2016 (6 month unaudited interim report to 30 September 2016);

and 30 September 2017 (12 month audited annual report to 31 March 2017).

 

EXPECTED ADMISSION DATE:

 

21 March 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

NAME AND ADDRESS OF BROKER:

 

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

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:

 

www.armourgroup.uk.com soon to be www.oneviewcommerce.com

 

The Admission Document will contain full details about the Company and the admission of its Ordinary Shares to AIM.

 

DATE OF NOTIFICATION:

26 February 2016

 

NEW/ UPDATE:

NEW

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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