AIM Schedule 1 - Ten Alps Plc (9621Q)
June 24 2015 - 2:00AM
UK Regulatory
TIDMTAL
RNS Number : 9621Q
AIM
24 June 2015
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:
Ten Alps plc (the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office:
7 Exchange Crescent, Conference Square, Edinburgh EH3 8AN
Trading Address:
13(th) Floor, Portland House, Bressenden Place, London SW1E
5BH
COUNTRY OF INCORPORATION:
Scotland (SC075133)
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
http://www.tenalps.com/investors/rule26/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Admission is sought as a result of a reverse takeover by the
Company of Reef Television Limited. The Company is a multimedia
producer of high quality TV and radio programmes together with
integrated publishing and media content. The Company's principal
country of operation is in the United Kingdom, but its customer
base is international. The Company operates in three key segments:
Broadcasting, Communications and Publishing.
Broadcasting
The Company's award-winning television broadcasting business
produces high quality programming which is intelligent, engaging
and entertaining and meets the needs of key broadcast customers.
The Company's three production units - Blakeway, Brook Lapping
and Films of Record - count the BBC, ITV, Channel 4, Channel
5, Sky, HBO and Discovery among their clients.
The broadcasting business is also extending into new genres,
including popular factual series, with the aim of increasing
production hours and expanding co-production and re-sales internationally.
The segment principally operates in the UK; however, is starting
to expand internationally into the United States, China, Japan
and Korea.
Communications
The Company's communications division manages corporate social
responsibility websites and develops applications for global
blue-chip organisations including BMW, Siemens, Nationwide
and Transport for London. It is supported by a team with web
development, design, animation and account management skills.
The division is also aiming to expand into new areas of activity
including the provision of video, animation and editorial content
for corporate websites and social media, with a view to expanding
into the wider digital content marketing and corporate communications
sphere.
Publishing
The Company's UK-orientated publishing division targets business-to-business
("B2B") audiences in finance, SME business, healthcare, pharmacy,
farming, trade and logistics. While historically the business
was primarily print-oriented, the Company has recently begun
developing digital channels and launching events as additional
revenue streams.
Reverse takeover of Reef Television Limited
The Company is proposing to acquire Reef Television Limited
("Reef") for initial cash consideration of GBP2m and up to
GBP3m deferred consideration to be satisfied in cash and the
issue of new ordinary shares plus an additional amount of earn-out
consideration.
Reef is a producer of content for multiple broadcasters in
both peak time and daytime slots, which over the last 10 years
has made many hundreds of hours of factual programmes for clients
including the BBC, Channel 4, Discovery, ITV, Channel 5 and
UKTV. Reef creates formats and develops ideas across a range
of factual and entertainment programmes; especially in daytime
UK TV, producing programmes such as 'Put Your Money Where Your
Mouth Is', 'Penelope Keith's Hidden Villages' and 'Selling
Houses with Amanda Lamb'.
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 held as treasury
shares):
419,397,339 Ordinary Shares of 0.1 pence each ("Ordinary Shares")
at an issue price of 2 pence per share (the "Issue Price").
No shares are held in treasury.
The Ordinary Shares are freely transferable and have no restrictions
on them. There will also be a line of Preference Shares issued
in connection with the proposed Admission, which will be non-listed
and non-voting.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
GBP4.5 million capital to be raised upon Admission.
Anticipated market capitalisation on Admission approximately
GBP8.39 million at the Issue Price.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
26.16%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES
(INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Existing Directors of the Company:
Peter Bertram - Chairman
Mark William Wood - Chief Executive Officer
Nitil Patel - Chief Financial Officer
Timothy Hoare - Non-Executive director
Proposed Directors of the Company on Admission:
Peter Bertram - Chairman
Mark William Wood - Chief Executive Officer
Nitil Patel - Chief Financial Officer
Luke Oliver Johnson - Non-Executive Director
Jonathan (Jonnie) Philip Goodwin - Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder Ordinary Ordinary
Shares Shares Post
Pre Admission Admission
Herald Investment Trust 34.54% 34.54%
Mr John Booth and John Booth Charitable
Foundation 11.01% 6.47%
Heritage Bank SA 9.95% 1.25%
Artemis Alpha Trust 7.80% 15.57%
Mr Robert FZ Geldof 5.47% 1.55%
Caldwell Management AG 4.51% 0.30%
UBS Wealth Management (Switzerland) 3.69% 0.24%
Mr Timothy JD Hoare 3.31% 1.41%
Mr Luke O Johnson - 11.92%
Broadwalk Asset Management LLP - 6.56%
N+1 Singer - 4.54%
Charles Street Securities LLP - 3.58%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) Accounting Reference Date: 30 June
(ii) 31 December 2014
(iii) Final results to 30 June 2015 by 30 December 2015,
Half year results to 31 December 2015 by 31 March 2016,
Final results to 30 June 2016 by 30 December 2016
EXPECTED ADMISSION DATE:
13 July 2015
NAME AND ADDRESS OF NOMINATED ADVISER:
N+1 Singer
1 Bartholomew Lane,
London
EC2N 2AX
NAME AND ADDRESS OF BROKER:
N+1 Singer
1 Bartholomew Lane,
London
EC2N 2AX
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the admission document containing full details about
the applicant and the admission of its securities will be available
on the Company's website at www.tenalps.com
DATE OF NOTIFICATION:
24 June 2015
NEW/ UPDATE:
NEW
This information is provided by RNS
The company news service from the London Stock Exchange
END
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