Crimson Tide Regulatory News (TIDE)

27 Jul 2006 14:57

AIM27 July 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME:A. Cohen & Co. Plc to be re-named Crimson Tide Plc COMPANY ADDRESS:10 Orange Street, Haymarket, London COMPANY POSTCODE:WC2H 7DQ COUNTRY OF INCORPORATION:England and Wales COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES:The Company has announced the acquisition of Crimson Tide subject to Shareholder approval. Apart from the Acquisition,the Company has, effectively no ongoing trade save for the completion of a number of transactions that took placewhilst it was a trading company. Under the Proposals and as a result of the Acquisition, the Concert Party has confirmed that the business of CrimsonTide will be continued in substantially the same manner as present, with no major changes. The Enlarged Group willtherefore commence the provision of mobile data solutions enabling customers to access their business informationwhilst away from the office through Crimson Tide's mobile data solutions business which will be continued anddeveloped. The Enlarged Group Board believes that the Proposals will give the Enlarged Group access to a number ofgrowth and investment opportunities. Crimson Tide is a growing mobile data solutions provider building on its established expertise in CRM systems, telecomssoftware and bespoke software development, to provide companies in the SME sector with the ability to access theirbusiness information whilst away from the office. Crimson Tide offers these services on a monthly subscription modelallowing the customer to acquire I.T. functionality without incurring the capital expenditure usually associated withthese types of business solutions. In 2004, the company raised approximately £385,000 privately to launch and develop its mobileprofessional service brandand to expand its operational base. The funds have enabled Crimson Tide to establish a range of subscription basedservices including remote e-mail, mobile field sales and mobile field service solutions using hand held computers suchas the Palm Treo and Pocket PC devices. The company has continued to build on its expertise and has establishedreference sites for its key product offerings. It is now seeking to invest further in the rollout of this business toexploit the opportunities presented by accelerating growth in demand for remote e-mail and mobile data solutions. The Company has raised approximately £0.5 million (net of expenses) by way of the Placing to finance the costs of theProposals and to provide working capital for the Enlarged Group. The name of the Company will be changed to CrimsonTide Plc, conditional upon the passing of Resolution 5 by the Shareholders and completion of the Acquisition. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which itseeks admission and the number and type to be held as treasury shares):275,894,889 ordinary shares of 1p each consisting of: 15,160,482 Existing Ordinary Shares 59,975,227 Placing Shares 200,759,180 Consideration Shares CAPITAL TO BE RAISED ON ADMISSION:Approximately £0.5 million (net of expenses) FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Directors prior to Admission: Graham Basil Ashley (Executive Chairman) Russell John Sincock (Non- Executive Director) James Simpson Ferguson (Non- Executive Director) Proposed Directors following Admission: Barrie Reginald John Whipp (proposed Executive Chairman)Stephen Keith Goodwin (proposed Chief Executive Officer)Jeremy Walter Frederick Roth (proposed Sales Director)Graham Basil Ashley (proposed Non- Executive Director)Rowley Stuart Ager (proposed Non-Executive Director) PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALBEFORE AND AFTER ADMISSION: Name Ordinary % of Existing Ordinary % of Enlarged No. of % of future Shares prior Ordinary Shares Shares Share Capital Warrants enlarged share to Admission following following capital on Admission Admission exercise of all Warrants HSBC Global 3,510,350 23.15 3,150,350 1.27 1,755,175 1.77CustodyNominee (UK)Limited Mr David 1,201,398 7.92 6,751,398 0.44 1,850,699 2.89LawrenceMassie J M Finn 715,000 4.72 715,000 0.26 357,500 0.36NomineesLimited Mr Desmond 669,508 4.42 669,508 0.24 334,754 0.34Davies L R Nominees 654,782 4.32 654,782 0.24 327,391 0.33 Mr Nicholas 600,000 3.96 600,000 0.22 300,000 0.30James Tod Fiske Nominees 494,259 3.26 494,259 0.18 247,130 0.25Limited Pershing Keen 475,000 3.13 475,000 0.17 237,500 0.24NomineesLimited Barrie - - 115,610,132 41.90 - 38.73Reginald JohnWhipp Jeremy Walter - - 30,131,159 10.92 - 10.10Frederick Roth Stephen Keith - - 25,611,484 9.28 - 8.58Goodwin Graham Basil - - 16,000,000 5.80 1,309,718 5.80Ashley NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (G) OF THE AIM RULES:None ANTICIPATED ACCOUNTING REFERENCE DATE:31 December EXPECTED ADMISSION DATE:22 August 2006 NAME AND ADDRESS OF NOMINATED ADVISER:W.H. Ireland, 24 Bennetts Hill, Birmingham B2 5QP NAME AND ADDRESS OF BROKER:W.H. Ireland, 24 Bennetts Hill, Birmingham B2 5QP DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THISWILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:W.H. Ireland, 24 Bennetts Hill, Birmingham B2 5QP DATE OF NOTIFICATION:27 July 2006 NEW/ UPDATE (see note):NEW This information is provided by RNS The company news service from the London Stock Exchange