PTCM.L Regulatory News (PTCM)

30 Jul 2007 12:49

AIM30 July 2007 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: Sandford Plc (to be renamed TSE Group Plc) COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Registered Office and Company address: 14 Kinnerton Place South, London, SW1X 8EH COUNTRY OF INCORPORATION: England and Wales COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.tsegroupplc.com (as from Admission on 21 August 2007). COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF ANINVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION ISSOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: The Board of Sandford has agreed, subject to Shareholder approval, to acquireWilton International Consulting Limited ("Wilton"). The Admission is sought as aresult of the acquisition of Wilton being a reverse taker-over pursuant to AIMRule 14. Wilton was established in 2005 and in September 2005, acquired the entire issuedshare capital of TSE. Wilton has no other subsidiaries. Founded in 2000, TSE isbased in Lausanne, Canton de Vaud, Switzerland and provides strategic advice tointernational sports organisations, the public sector and private companiesincluding advice to cities and governments on bidding and hosting major sportsevents such as the Olympic Games. In 2006, TSE established an internationalnetwork outside of Switzerland with local partners and has a presence in the UK,USA, South Africa, Denmark and China. TSE has worked with a significant numberof international sports organisations, cities and governments including theInternational Olympic Committee (IOC), the Union of European FootballAssociations (UEFA) and the International Association of Athletics Federations(IAAF). TSE's business strategy is to become the leading specialist managementconsultancy operating only in national and international sport. The Directorsand Proposed Directors intend to develop the international agency networkfurther over the next 3 years. The Directors and Proposed Directors intend todevelop TSE both organically and through selected acquisition of othercomplementary businesses and will consider extending TSE's business to provideevent planning and management services. To reflect the Group's new strategy and to reinforce the TSE brand, oncompletion of the Proposals the Directors propose to change the name of theCompany to TSE Group Plc. TSE's sales for the year ended 31 December 2006 amounted to CHF (Swiss Francs)1,653,022 (2005: 904,188) and profit before taxation in the same period amountedto CHF 215,886 (2005 32,618). Sandford's audited results for the year ended 31March 2007 showed a profit before taxation of £122,770. On Admission, Robin Vandeluer Courage and Lars Haue-Pedersen will be appointedas directors of Sandford. The existing Directors will all remain on the Boardfollowing completion. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal valueand issue price to which it seeks admission and the number and type to be heldas treasury shares): 583,900,000 Ordinary Shares of 0.1 pence each CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: No further capital to be raised on Admission. Anticipated market capitalisation on Admission: £5 million PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 71.05% 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 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): Neil James McClure Non-Executive Chairman Adam Reynolds Executive Director Paul Andrew Peter Foulger Finance Director Robin Vandeleur Courage Proposed Executive Director Lars Haue-Pedersen Proposed Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OFTHE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first nameby which each is known or including any other name by which each is known): Shareholder Percentage of the issued sharecapital before Admission Hansard Communication.com Limited 22.95% Palan Investments 9.79% Adam Reynolds 8.60% Paul Foulger 8.60% Graham Chambers 4.59% David Newton 4.59% Shareholder Percentage of the issued sharecapital after Admission Hansard Communication.com Limited 19.41% Palan Investments 8.28% Adam Reynolds 7.28% Paul Foulger 7.28% Graham Chambers 3.88% David Newton 3.88% Wilton International Management Group Limited 11.99% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: (i) BlueOar Securities Plc (formerly Corporate Synergy Plc), received £26,125 in cash pursuant to a loannote deed dated 20 December 2006; (ii) Roger Bateman, a former director of the Company, received £12,500 in cash pursuant to a loan notedeed dated 20 December 2006; (iii) Christopher Simpson, a shareholder, received £18,000 in cash pursuant to a loan note deed dated 20December 2006; (iv) Anthony Jansen, a former director of the Company, received a total £15,556 in respect of his accruedsalary; (v) James Farmer, a former director of the Company, received a total £20,118 in respect of his accruedsalary and a further cash payment of £35,654; (vi) Roger Bateman, a former director of the Company, received a total £13,111, in respect of his accruedsalary; and (viii) Blue Oar Securities Plc (formerly Corporate Synergy Plc) received £17,752.13 for nominated adviser andbroker services provided to the Company and expenses incurred in respect of the provision of such services. (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: (i) 31 March, to be changed to 31 December. (ii) Sandford; 31 March 2007: TSE Group 31 December 2006. (iii) Interims for the period ending 30 June 2007 to be published by 30 September 2007; Auditedresults for the nine months ending 31 December 2007 to be published by 30 June 2008; Interims for the periodending 30 June 2008 to be published by 30 September 2008. EXPECTED ADMISSION DATE: 21 August 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Beaumont Cornish Limited 5th Floor 10-12 Copthall Avenue London EC2R 7DE NAME AND ADDRESS OF BROKER: Beaumont Cornish Limited 5th Floor 10-12 Copthall Avenue London EC2R 7DE OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL ORINTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH ASTATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES: Beaumont Cornish Limited 5th Floor 10-12 Copthall Avenue London EC2R 7DE DATE OF NOTIFICATION: 30 July 2007 NEW/ UPDATE: New This information is provided by RNS The company news service from the London Stock Exchange