AIM Schedule 1 update - Gresham House Plc (3153Y)
November 28 2014 - 6:09AM
UK Regulatory
TIDMGHE
RNS Number : 3153Y
AIM
28 November 2014
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT
PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2
OF THE AIM RULES FOR COMPANIES ("AIM RULES")
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COMPANY NAME:
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Gresham House plc (the "Company")
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT,
COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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Registered Office (existing):
235 Hunts Pond Road
Fareham
Hampshire
PO14 4PJ
Registered Office (from Admission):
5 New Street Square
London EC4A 3TW
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COUNTRY OF INCORPORATION:
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England
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION
REQUIRED BY AIM RULE 26:
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www.greshamhouse.com
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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:
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Upon admission to trading on AIM ("Admission")
and in the short to medium term the Company
will be an investing company under the AIM Rules
with an Investing Policy (details below).
The directors, following Admission, intend to
develop the Company as a quoted platform principally
for investment in, and the investment management
of, relatively differentiated, specialist or
illiquid assets. The directors intend to use
part of the proceeds of the placing to make
investments in line with the Company's Investing
Policy and to develop an asset management business,
either organically or through one or more acquisitions.
The development of such an asset management
business may lead to the Company ceasing to
be an investing company under the AIM Rules
and instead become a trading company. Furthermore,
in the event the Company makes an acquisition,
in the development of the asset management business,
which is classified as a reverse takeover under
the AIM Rules, the Company will be required
to publish an Admission Document.
The directors will review the group's existing
assets at Admission and develop an appropriate
strategy for each asset. As any of the existing
assets are realised, the directors will redeploy
the proceeds of realisation in accordance with
the Investment Policy and/or the development
of an asset management business.
Details of Investing Policy:
The Company will seek to use the expertise and
experience of its board of directors and members
of the Investment Committee to invest according
to a robust private equity-style investment
philosophy. The Company's investing policy is
to invest in assets that will typically have
a number of the following characteristics:
* an illiquidity discount;
* a minimum target internal rate of return (IRR) of 15
per cent;
* cash generative (or expected to generate cash within
a reasonable investment horizon);
* relatively differentiated, specialist or illiquid;
* attractive management track records;
* potential for superior risk adjusted returns;
* potential for liquidity or exit within an identified
time frame;
* potential for the Company to have a competitive
advantage; and/or
* potential for the Company to add incremental value to
an investment.
The board of directors will consider investment
in a number of business areas, particularly
those sectors in which the board of directors
collectively believes that it and/or members
of the Investment Committee has the necessary
expertise and experience to be able to manage
the opportunity. The board of directors and
members of the Investment Committee have a wide
network of contacts to assist in the identification,
evaluation and funding of suitable investment
opportunities.
The Company may, directly or indirectly invest
in publicly and/or privately held companies
(primarily in equity and also in debt instruments),
set up (and potentially co-invest in) funds,
and enter into derivative contracts.
Investments may be made in any country globally
and be either passive or active. The Company
will not invest more than 35 per cent. of the
group's gross assets, at the time when the investment
is made, in securities issued by any single
company other than, subject to certain restrictions,
in a single collective investment undertaking
or fund structure. The Company has no borrowing
limits. A typical direct investment will be
expected to have a holding period of between
three to five years, but may be shorter or longer.
The directors' initial intention is to re-invest
profits into the Company rather than paying
dividends and shareholder returns are likely
to be through capital appreciation.
Full details of the Company's Investing Policy
and strategy are published in the Admission
Document.
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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):
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5,369,880 existing ordinary shares of 25p each
("Ordinary Shares"), and
3,973,510 new Ordinary Shares at an issue price
of 286.9 pence per share to be issued at Admission;
and
Up to 1,073,976 shareholder warrants to subscribe
for Ordinary Shares (to be issued on 1 for 5
basis to existing shareholders immediately prior
to Admission).
There are no restrictions on the transfer of
the securities and there will be no ordinary
shares held in treasury on Admission.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
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Capital to be raised on Admission via a placing
for cash: GBP11.5 million (inclusive of subscriptions
for unquoted Supporter Warrants)
Anticipated Market Capitalisation on Admission:
GBP26.8 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS
AT ADMISSION:
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17%
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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:
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The Ordinary Shares are currently admitted to
trading on the Main Market of the London Stock
Exchange and listed on the Official List. Trading
on the Main Market and listing on the Official
List will cease upon Admission.
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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):
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Directors:
Antony (Tony) Gerard Ebel, Non-Executive Chairman*
Brian James Hallett, Non-Executive Director*
John Anthony Crosbie Lorimer, Non-Executive
Director*
Richard Andrew Chadwick, Non-Executive Director
* Tony Ebel, Brian Hallett and John Lorimer
will cease to be directors with effect from
Admission
Proposed Directors (with effect from Admission):
John Anthony Victor Townsend, proposed Non-Executive
Chairman
Anthony (Tony) Lionel Dalwood, proposed Chief
Executive
Michael Charles Phillips, proposed Strategic
Development Director
Duncan James Langlands Abbot, proposed Finance
Director
Peter Geoffrey Moon, proposed senior Non-Executive
Director
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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):
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Before Admission:
RevCap Estates 24 Limited: 21.80%
The Trustees of the Rowe Trust: 12.00%
A P (Fred) Stirling: 8.72%
Standard Life Investments 4.95%
Following Admission:
RevCap Estates 24 Ltd: 12.53% (and 21.80% of
the shareholder warrants)
River & Mercantile Asset Management: 7.46%
Majedie Asset Management: 7.46%
The Trustees of the Rowe Trust: 6.89%(and 12.00%
of the shareholder warrants)
Helium Rising Stars Fund: 6.74%
A P (Fred) Stirling: 5.01% (and 8.72% of the
shareholder warrants)
Rathbone Investment Management: 3.06%
Standard Life Investments: 2.85% (and 4.95%
of the shareholder warrants)
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE
WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(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:
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(i) 31 December
(ii) 30 June 2014 (unaudited interim statements)
(iii) 30 June 2015 (annual report for the twelve
months ending 31 December 2014)
30 September 2015 (interim report for the six
months ending 30 June 2015)
30 June 2016 (annual report for the twelve
months ending 31 December 2015)
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EXPECTED ADMISSION DATE:
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1 December 2014
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Westhouse Securities Limited
110 Bishopsgate
London, EC2N 4AY
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NAME AND ADDRESS OF BROKER:
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Westhouse Securities Limited
110 Bishopsgate
London, EC2N 4AY
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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:
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The admission document, which contains full
details about the applicant and the admission
of its securities, is available on the Company's
website (www.greshamhouse.com) in accordance
with AIM Rule 26.
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DATE OF NOTIFICATION:
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28 November 2014
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NEW/ UPDATE:
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Update
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This information is provided by RNS
The company news service from the London Stock Exchange
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