RNS Number:1433E
AIM
19 September 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:
BERKELEY SCOTT GROUP PLC
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
BERKELEY HOUSE, 11-13 OCKFORD ROAD GODALMING SURREY GU7 1QU
COUNTRY OF INCORPORATION:
UK
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.berkeley-scott.co.uk
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Berkeley Scott Group plc is a provider of people resourcing solutions to the
hospitality and leisure industries for 23 years, focused on permanent and
temporary recruitment and executive search and selection. The Company aims to
acquire speciality, higher margin niche recruitment companies in sectors
including IT, finance and accounting, together with legal and banking.
The transaction comprises a cash offer by Berkeley Scott Group plc of Quantica
plc, accompanied by an Equity Alternative to be made by Berkeley Scott to
acquire the entire issued and to be issued share capital of Quantica.
Admission is sought as a result of a reverse take-over under 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 held
as treasury shares):
4,125,000 Ordinary 2p shares - VCT Placing Shares
70,849,413 Ordinary 2p shares - Rollover Shares (assuming full acceptance of the Equity
Alternative)
19,795,000 Ordinary 2p shares - Non VCT Placing Shares
22,804,329 Ordinary 2p shares - Existing Shares
117,573,742 Total (assuming full acceptance of the Equity Alternative)
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION: # 9.6 million raised.
Market capitalisation of the Company on final Admission #47 million (assuming
full acceptance of the Equity Alternative) at the Placing Price
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
16.2%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
-
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):
Anthony (Tony) Henry Reeves - Non Executive Co-Chairman
John Philip Bowmer - Non Executive Co-Chairman
John Ian Rose - Chief Executive Officer
William Joseph Coker - Chief Financial Officer
Michael Edward Wilson Jackson - 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):
Name Prior to Offer & Placing After
Offer and
- % Placing
- %
John Phillip Bowmer 31.32 7.14
William Joseph Coker 0.09 0.04
Michael Edward Wilson Jackson* 6.68 1.85
Anthony Henry Reeves ** 31.32 7.14
Kathryn Davies 0.05 0.01
*includes 888,679 shares held by Elderstreet VCT Plc of
which Michael Jackson is the chairman
**John Rose also has an option to acquire 5 per cent. of
each of the total number of Berkeley Scott Shares held by
Anthony Reeves and John Bowmer at an exercise price of 17.5
pence per Berkeley Scott Share, which, in total, represents
714,286 Berkeley Scott Shares in total.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:
There are no persons to be disclosed under Schedule 2, Paragraph (H) of the AIM Rules.
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS
BEEN PREPARED
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM
RULES 18 AND 19:
(i) 31 September
(ii) Six months ended 31 March 2007
(iii) 31 March 2008, 30 June 2008, 31 March 2009
EXPECTED ADMISSION DATE:
24 September 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
Daniel Stewart & Company plc
Becket House
36 Old Jewry
London EC2R 8DD
NAME AND ADDRESS OF BROKER:
As above
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:
Copies of the document, the Offer Document and Form of Acceptance, the Circular
and form of proxy are available from the registered office of Berkeley Scott
Group plc, Berkeley House, 11-13 Ockford Road, Godalming, Surrey GU7 1QU and at
the offices of Daniel Stewart & Company plc, Becket House, 36 Old Jewry, London
EC2R 8DD. All documents contain full details of the applicant and the
admissiion of its securities.
DATE OF NOTIFICATION:
19 September 2007
NEW/ UPDATE:
UPDATE
This information is provided by RNS
The company news service from the London Stock Exchange
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