SOLO.L Regulatory News (SOLO)

26 Mar 2007 12:09

AIM26 March 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:St James's Energy plc ("St James's Energy" or the "Company") To be renamed Immersion Technologies International plc prior to admissionCOMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :5th Floor, 22 Arlington Street, London SW1A 1RDCOUNTRY OF INCORPORATION:EnglandCOMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:www.iti-plc.comCOMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTING STRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BESTATED:St James's Energy was admitted to trading on AIM on 5 May 2006 as an investing company with a stated investmentstrategy of investing in the upstream energy and utilities sectors. The Company has made an offer to acquire theentire issued share capital of Immersion Technology International plc ("Immersion"), which is managed andcontrolled from offices in Melbourne, Australia, on the basis of one new consolidated ordinary share in StJames's Energy for every on Immersion share ("the Offer"). Subject to completion, it is proposed that theordinary shares of St James's be consolidated on the basis of one new ordinary share for seven existing ordinaryshares. Immersion is an audio technology company with patented and patent pending technologies. Immersion's technologiesrelate to both its high performance electrostatic loudspeakers ("ESL") and award-winning conventional coneloudspeakers ("CCL") and Immersion's ability to reduce audio distortion to extremely low levels thus enhancingclarity without compromising volume. The Board considers that the acquisition of Immersion represents an excellent opportunity to enter the audiotechnology market for two main reasons. Firstly, Immersion represents an investment which is currentlygenerating revenue and in addition, has a contract in place with a premier audio/visual and multimedia equipmentprovider. Secondly, the St James's Energy directors believe that the current lack of market penetration of ESLloudspeakers is largely due to the premium price of ESL over CCL loudspeakers. The Immersion directors believethat the technology owned by Immersion offers superior audio performance at a cost that is competitive with thedominant CCL technology, which will enable them to target the entire loudspeaker market. The Immersion CCL technology was acquired by way of the acquisition of Whise Acoustics Limited by Immersion on 20October 2006. In view of its size, the acquisition of Immersion by St James's Energy constitutes a reverse takeover (inaccordance with the AIM Rules) and is conditional on, inter alia, the approval of St James's Energy shareholders,which is to be sought at an EGM of the Company and acceptance of the Offer made by St James's Energy for theImmersion shares, by the Immersion shareholders.DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. whereknown, number and type of shares, nominal value and issue price to which it seeks admission and the number andtype to be held as treasury shares):Up to 224,869,614 Ordinary Shares of 0.7p eachCAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:No placing on Admission. Anticipated Market Capitalisation (based on pre-announcement share price, and assumingthe Offer is accepted in full) approximately £25 millionPERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:69.8%DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THECOMPANY) ARE OR WILL BE ADMITTED OR TRADED:N/AFULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is knownor including any other name by which each is known):Christopher Lambert Non-executive Chairman Kiran Caldas Morzaria Executive Director (to become non-executive post admission) Timothy Lawlor Wall Non-executive Director (to step-down post admission) Craig Douglas Evans Chief Executive Officer Vincent David Fodera Executive Director Blair Francis Snowball Finance Director Alexander ("Sandy") John Barblett Non-executive Director Gregory Elliott Turnidge Non-executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFOREAND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which eachis known): Before Admission (post After Admission consolidation) No. shares % No. shares % E D Evans Pty Ltd as trustee for the Evans - - 38,050,000 16.9%Trading TrustSecurity Transfer Registrars Pty Ltd - - 34,563,671 15.4%Richard John Brooks1 5,935,706 12.1% 16,055,706 7.1%Miami Properties Pty Ltd as Trustee of the Craig - - 12,000,000 5.3%Evans Family TrustVidacos Nominees Limited - - 8,564,285 3.8%Lindsay Alfred Champion - - 8,150,000 3.6%Charles Van Dongen - - 7,950,000 3.5%Janet Patricia Green as trustee for the R&J - - 7,800,000 3.5%Family Trust 1 After Admission figure includes 10,120,000 shares held in Immersion NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:Aborted transaction fees were incurred in reviewing a potential project in relation to renewable energy in linewith the original Company strategy. These fees included amounts of £21,841 payable to Greene Radovsky MaloneyShare & Hennigh LLP and £18,533 payable to MCAA Consulting Pty Ltd. Pursuant to an agreement made in May 2006, Amberdays Limited agreed to provide consultancy services to theCompany in consideration for a fee of £100,000 to be satisfied by the issue of 1,499,936 Ordinary shares at 3p onadmission on 19 May 2006, and a balance of £55,000 paid in cash. The Company paid commissions of 5 per cent. of funds raised to brokers engaged in connection with the initialplacing and listing of the Company on 19 May 2006. These included £75,000 to Cornhill Asset Management and£25,000 to WH Ireland. The Company paid introduction fees in connection with the IPO of the Company on 19 May 2006 totalling £140,900comprising David Lenigas £83,900, Neil McLoughlin £42,000 and Horseford Limited £15,000.(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) Anticipated Accounting Reference Date: 30 June (ii) Main Financial Information in the Admission Document: 30 June 2006 (iii) Interims for SJA to 28 February 2007 and interims for Whise to 31 December 2006 to bepublished by 30 April 2007 (per AIM Regulation dispensation). Audited accounts for the year ending 30 June 2007to be published by 31 December 2007. Interims for the six months ending 31 December 2007 to be published by 31March 2008.EXPECTED ADMISSION DATE:12th April 2007NAME AND ADDRESS OF NOMINATED ADVISER:Nabarro Wells & Co. Limited, Saddlers House, Gutter Lane, London, EC2V 6BRNAME AND ADDRESS OF BROKER:Nabarro Wells & Co. Limited, Saddlers House, Gutter Lane, London, EC2V 6BROTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSIONDOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THEADMISSION OF ITS SECURITIES:Copies of the Admission Document are available from Nabarro Wells & Co. Limited, Saddlers House, Gutter Lane,London EC2V 6BR. The Admission Document contains full details about the applicant and the admission of itssecurities.DATE OF NOTIFICATION:26th March 2007NEW/ UPDATE:NEW This information is provided by RNS The company news service from the London Stock Exchange