Transense Regulatory News (TRT)

13 Nov 2007 15:58

AIM13 November 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: Transense Technologies plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Registered office: 36 Elder Street, London E1 6BT Principal place of business: 66 Heyford Park, Upper Hayford, Bicester, Oxfordshire OX25 5HD COUNTRY OF INCORPORATION: United Kingdom COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.transense.co.uk COMPANY 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: Company business Transense Technologies plc ("Transense" or the "Company") Transense is a UK-based technology licensing company owning 20 patent families. It has an innovative portfolio ofsensor technologies designed for the automotive industry. Founded in 1991, Transense develops non-contact,batteryless sensors and electronic interrogation systems for measuring pressure and temperature, and non-contactsystems for measuring torque using the Company's patented Surface Acoustic Wave ("SAW") technology. Bishop Technology Group ("Bishop") Bishop is a leading global technology licensing and know-how company serving the automotive industry. Thishistorically family run business, founded in 1975, has its headquarters in Australia and employs 115 peoplearound the globe (excluding people employed in its joint ventures). Bishop supplies intellectual property,tooling, special purpose machines and components to a number of automotive Original Equipment Manufacturers ("OEMs") and tier one suppliers globally. Specifically, Bishop is focused on the steering gear industry forpassenger motor vehicles, with its technology being incorporated in approximately 24 per cent. of all motorvehicles manufactured annually around the world. Bishop, through its joint ventures, is the only globalindependent steering rack supplier. The Acquisition Following the development of the Company's products over the last few years, the Board is now seeking totransform Transense into an IP led, integrated global automotive technology group. The Directors and the ProposedDirectors believe that the Acquisition will strengthen the existing management team, put the Enlarged Group ontoa better financial footing and enable technology synergies between Transense and Bishop to be leveraged into theEnlarged Group's target markets. The Directors have known of and followed the progress of Bishop for over 10years. The Directors and the Proposed Directors also believe that the Acquisition (through Bishop's joint ventures) willprovide access to synergistic and profitable products and key relationships with OEMs and the top tier one, twoand three automotive component suppliers, thereby enhancing Transense's position in the automotive componentsector. Main Country of Operation United Kingdom Admission is sought in connection with a reverse take-over under Rule 14 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): Re-Admission Existing Ordinary Shares of 10p each 56,868,166New Ordinary shares of 10p each (at an issue price of 23p) 24,763,892Consideration shares 37,535,553Total number of Ordinary shares 119,167,611 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: fundraising £5.7million, £27.4 million market capitalisation PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 17.9% 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: not applicable / none FULL 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): Peter Woods / Non-Executive ChairmanJim Perry / Chief Executive Officer, Proposed Non-Executive Deputy ChairmanHoward Pearl / Finance DirectorRay Lohr / Technical DirectorGraham Eves / Commercial DirectorRodney Westhead / Non-Executive DirectorTony Baldry / Non-Executive DirectorBruce Grey / Proposed Chief Executive OfficerTim Renfrey / Proposed Finance 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): Significant Shareholders before Admission No. of Ordinary Shares % of issued share capitalBluehone Investors LLP 5,147,880 9.1%MF Global UK Limited 2,698,500 4.8%Peter Lobbenberg 2,625,936 4.6%James Perry 1,955,892 3.4% Significant Shareholders after Admission No. of Ordinary Shares % of issued share capitalGlory B Pty Ltd 14,922,360 12.5%DaimlerAG 11,405,117 9.6%AXA Framlington Group plc 7,571,740 6.4%Bluehone Investors LLP 7,321,790 6.1%Robur 5,200,000 4.4%James Perry 1,955,892 1.6% NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: none (i) ANTICIPATED ACCOUNTING REFERENCE DATE 31 December(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED: 30 June 2007(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 30 June 2008, 30 September 2008, 30 June 2009 EXPECTED ADMISSION DATE: Admission on 19 November 2007 in relation to 56,868,166 Existing Ordinary Shares and 130,435 New EIS Shares Further Issue on 20 November 2007 in relation to 24,633,457 Non-EIS Shares and 37,535,553 Consideration Shares NAME AND ADDRESS OF NOMINATED ADVISER: Noble & Company Limited120 Old Broad StreetLondon EC2N 1AR NAME AND ADDRESS OF BROKER: Noble & Company Limited120 Old Broad StreetLondon EC2N 1AR OTHER 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: Noble & Company Limited120 Old Broad StreetLondonEC2N 1AR DATE OF NOTIFICATION: 13 November 2007 NEW/ UPDATE: UPDATE This information is provided by RNS The company news service from the London Stock Exchange