Zamano Regulatory News (ZMNO)

27 Nov 2007 07:37

Zamano PLC27 November 2007 IEX SCHEDULE ONE-PRE-ADMISSION ANNOUNCEMENTANNOUNCEMENT TO BE MADE BY THE IEX APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE IEX RULES FOR COMPANIESALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME: zamano plc COMPANY REGISTERED ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES): 4 St Catherine's Lane West,The Digital Hub, Dublin 8, Ireland COUNTRY OF INCORPORATION: Republic of Ireland COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY RULE 26 IN THE IEX RULES FOR COMPANIES: www.zamano.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTINGSTRATEGY. IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKEOVER UNDER RULE 14 OF THE IEX RULES FOR COMPANIES,THIS SHOULD BE STATED: zamano is a provider of digital entertainment to mobile devices, operating primarily in Ireland and the UK and with agrowing presence in Australia. zamano develops, promotes and distributes digital entertainment such as mobile contentand interactive services, and uses its technology platform, MMG, to deliver digital entertainment both directly toconsumers through its B2C operations and indirectly through business partners via its B2B operations. The company alsodelivers business customer developed content on its MMG platform. Red Circle Technology Limited ("RCT") was founded by Gerard Dowling in 1998 and is a privately owned mobile contentservices provider with headquarters in Dublin, Ireland. RCT's core business is the provision of content to consumersfor the personalisation of mobile devices. RCT delivers its content and applications via SMS and WAP. RCT operatespredominantly in the UK and Ireland. It recently established operations in Australia and the US, based on the samebusiness model and platform as used in the UK and Ireland Admission is sought as a result of a reverse takeover under IEX Rule 14 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF SECURITIES (i.e. where known, numberof shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasuryshares): Up to 81,434,806 ordinary shares of €0.001 nominal value CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: No capital to be raised on Admission. Expected Market Capitalisation on Admission: €26,873,486 (based on closing price on 23/11/07) PERCENTAGE OF IEX SECURITIES NOT IN PUBLIC HANDS ON ADMISSION: 46.4% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE EX SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE ORWILL BE ADMITTED OR TRADED: AIM, a market operated by the London Stock Exchange FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known orincluding any other name by which each is known): Roderick Alfred Matthews, Non Executive Chairman John O'Shea, Managing Director Colm Saunders, Finance Director Brendan Mullin, Non Executive Director Colin Patrick Tucker, Non Executive Director John Michael Watson, Non Executive Director FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE ORAFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): Before % After %Aurum Nominees Limited* 31.39 26.79Grillon Holdings Limited** 0.0 11.78Electra Quoted Management Limited 8.99 7.67Sean Mac Reamoinn 6.48 5.53Enterprise Ireland 6.01 5.13BNY (OCS) Nominess Limited 4.51 3.84Nortrust Nominees Limited 4.46 3.80Chase Nominees Limited 3.98 3.39Dresdener Kleinwort Securities Limited 3.72 3.17Pershing Keen Nominees Limited 3.52 3.01Roderick Alfred Matthews 3.51 2.99 *Aurum Nominess Limited holds 21,813,533 Ordinary Shares, of which 1,357,653 are held for the benefit of Brendan Mullin,a director of zamano **Gerard Dowling is the ultimate beneficial owner of the ordinary shares held by Grillon Holdings Limited. The figureassumes that the maximum number of Initial Consideration Shares is issued on Completion and excludes the AdditionalConsideration Shares that may be issued subsequent to Admission NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE TWO, PARAGRAPH (H) OF THE IEX RULES FOR COMPANIES: Gerard O'Keefe and Paul Coyle as selling shareholders of Eirborne Text Promotions Limited (i) ANTICIPATED ACCOUNTING REFERENCE DATE: 31 December (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED: 6 months ended 30 June2007 (for zamano); year ended 31 May 2007 (for RCT) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO RULES 18 AND 19 IN THE IEX RULES FORCOMPANIES: 30 June 2008 for results for the year ended 31 December 2007, 30 September for the interim results for the 6months ended 30 June 2008, 30 June 2009 for results for the year ended 31 December 2008 EXPECTED ADMISSION DATE: 13 December 2007 NAME AND ADDRESS OF IEX ADVISER: NCB Stockbrokers Limited, 3 George's Dock, IFSC, Dublin 1 NAME AND ADDRESS OF BROKER: NCB Stockbrokers Limited, 3 George's Dock, IFSC, Dublin 1 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILLBE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITSSECURITIES: www.zamano.com DATE OF NOTIFICATION: 26 November 2007 NEWQUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE IEX DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED: CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTSINVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH: AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LASTTWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTMENT STRATEGY: A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THEEND OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED: A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT ORITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION: DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE IEX RULES FOR COMPANIES: A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES: A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES: INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIALYEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND FULLY AUDITED INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTSMUST BE PREPARED ACCORDING TO IRISH, UK OR US GAAP OR INTERNATIONAL ACCOUNTING STANDARDS: THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: Note: THIS FIELD SHOULD INDICATE THAT THE ANNOUNCEMENT IS 'NEW' AND ALL RELEVANT FIELDS SHOULD BE COMPLETED. OTHERWISEWHERE THE FORM IS REQUIRED TO BE COMPLETED IN RESPECT OF AN 'UPDATE' ANNOUNCEMENT, THIS SHOULD BE INDICATED. IN SUCHCASES, ALL THE ORIGINAL INFORMATION SHOULD BE INCLUDED WITH ANY AMENDED FIELDS EMBOLDENED. This announcement has been issued through the Companies Announcement Service of The Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange