Zamano Regulatory News (ZMNO)

27 Nov 2007 08:31

AIM27 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: zamano plc COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : 4 St Catherine's Lane West, Digital Hub, Dublin 8, Ireland COUNTRY OF INCORPORATION: Ireland COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.zamano.com 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: zamano is a provider of digital entertainment to mobile devices, operating primarily in Ireland and the UK and with agrowing presence in Austrailia. 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 throught its B2C operations and indirectly through business partners via its B2B operations. The companyalso delivers 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 AIM Rule 14 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known,number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be heldas treasury shares): 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 raised on admission. Anticipated market capitalisation - £19.95 million (based on closing price on 23/11/07) PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 46.4% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) AREOR WILL BE ADMITTED OR TRADED: Irish Enterprise Exchange of the Irish 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 ANDAFTER 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** 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 BrendanMullin, 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 2, PARAGRAPH (H) OF THE AIM RULES: Gerard O'Keefe and Paul Coyle as selling shareholders of Eirborne Text Promotions Limited (i) ANTICIPATED ACCOUNTING REFERENCE DATE : 31 December 2007 (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED: 6 months ended 30 June 2007 (for zamano); year ended 31 May 2007 (for RCT) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: 30 June 2008 for results for the year ended 31 December 2007, 30 September for the interim results for the 6 months 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 NOMINATED ADVISER: Seymour Pierce Ltd, 20 Old Bailey, London EC4M 7EN NAME AND ADDRESS OF BROKER: Seymour Pierce Ltd, 20 Old Bailey, London EC4M 7EN NCB Stockbrokers Limited 3 George's Dock, IFSC Dublin 1 Ireland 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 NEW This information is provided by RNS The company news service from the London Stock Exchange