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Sch 1 update - Bidtimes plc

3 May 2011 08:57

RNS Number : 7829F
AIM
03 May 2011
 



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:

Bidtimes plc, to be renamed PowerHouse Energy Group plc

 

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

REGISTERED OFFICE: Meriden House, 6 Great Cornbow, Halesowen, West Midlands B63 3AB

TRADING OFFICE: 2nd Floor, Berkeley Square House, Berkeley Square, London W1J 6BD

 

COUNTRY OF INCORPORATION:

UK

 

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

Currently: www.bidtimes.com

From admission: www.powerhouseenergy.net

 

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 acquisition of PowerHouse Energy, Inc. by Bidtimes plc will result in a reverse takeover under the AIM Rules. On completion and prior to readmission of the Enlarged Group, the Company will change its name to PowerHouse Energy Group plc.

 

The Enlarged Group will provide fully integrated waste to energy solutions to its pipeline of new business opportunities, using technology recently licensed by PowerHouse from Pyromex Holding AG ("Pyromex"). PowerHouse has secured four sales contracts and the Company is focusing on executing these near term system sales in order to generate its first revenues from its new waste to energy business. A key focus will be the sale of units to Linc Energy, a key customer and strategic shareholder in PowerHouse, and PowerHouse Energy Australia, PowerHouse's exclusive distributor in Australia, as these initial sales have the potential to unlock more business in the attractive markets in which these companies operate. In addition, the Company will continue to focus on securing new sales contracts to build its growing sales pipeline.

 

The Company is also working closely with Pyromex to complete the commissioning of Pyromex's first commercial system in Munich, Germany, which is due to commence operation following commissioning in Q2 of 2011. The successful launch of this unit is expected to unlock a healthy pipeline of sales as it will be the first commercial demonstration of the capability of the technology.

 

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):

283,670,473 new ordinary shares of a nominal value of 1 pence per share. No restrictions on the transfer of securities.

 

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

No capital to be raised on admission. Market capitalisation on admission £51 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

90.01 per cent*.

 

*falling to 55.27 per cent. following distribution in specie by EnviroEnergy Resources Limited of its shareholding in PowerHouse Energy Group plc soon after Admission.

 

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:

No other exchange trading 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):

DIRECTORS:

Anthony (Tony) Thomas Brennan - Executive Chairman and Proposed Deputy Chairman

(Nigel) Brent Fitzpatrick - Non-executive Director

Julian Peter Moore - Non-executive Director and Proposed Interim Finance Director

 

PROPOSED DIRECTORS:

David Mason Moard - Proposed Executive Director

Ross Mitchell Lyndon-James - Proposed Executive Chairman

James Greenstreet - Proposed 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

On Admission

 

Number of Issued Ordinary Shares

Percentage of Issued Ordinary Share Capital

Number of New Ordinary Shares

Percentage of Enlarged Issued Share Capital

Lynchwood Nominees Limited

26,658,731

27.38

-

-

Pershing Nominees Limited

17,000,000

17.46

-

-

Fitel Nominees Limited

8,500,000

8.73

-

-

Carl Coward

5,000,000

5.13

-

-

Wall Street Nominees Pty Limited

5,000,000

5.13

-

-

Paul Jack Arundel

4,000,000

4.11

-

-

Rexan Holdings Pty Limited

4,000,000

4.11

-

-

Richard James Griffiths

2,935,698

3.01

-

-

EnviroEnergy Resources Limited

-

-

141,300,043

49.81

David Mason Moard

-

-

58,031,989

20.46

Linc Energy Limited

-

-

28,350,000

10.00

Thomas McMahon

-

-

26,340,017

9.29

Credal Trust Management Limited

-

-

10,000,000

3.53

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

None

 

(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) Bidtimes plc: 30 June 2010

PowerHouse Energy, Inc.: 30 June 2010

(iii) 30 June 2011; 30 September 2011; and 30 June 2012

 

EXPECTED ADMISSION DATE:

13 May 2011

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ

 

NAME AND ADDRESS OF BROKER:

Merchant Securities Limited, 51-55 Gresham Street, London EC2V 7HQ

 

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:

Fladgate LLP, 16 Great Queen Street, London WC2 5DG and www.bidtimes.com

 

DATE OF NOTIFICATION:

3 May 2011

 

NEW/ UPDATE:

UPDATE

 

 

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