Schedule 1 - Marwyn Capital I Limited
17 Junio 2010 - 2:50AM
UK Regulatory
TIDMMCIL
RNS Number : 7767N
AIM
17 June 2010
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| 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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| |
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| COMPANY NAME: |
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| |
| MARWYN CAPITAL I LIMITED (the "Company"). The Company will |
| change its name to Fulcrum Utility Services Limited at |
| Completion. |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| |
| PO Box 309, Ugland House, Grand Cayman KY1-1104 |
| |
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| COUNTRY OF INCORPORATION: |
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| |
| Cayman Islands |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| |
| www.marwyncapitalone.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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| |
| The Company was admitted to trading on AIM on 24 December 2009 |
| with the purpose of acquiring companies with a particular focus |
| on media, industrials and business and support service sectors. |
| The Company does not currently undertake any trading activity. |
| |
| Marwyn Capital Investments I Limited, a subsidiary of the |
| Company (the "Subsidiary") has entered into a conditional |
| agreement to acquire Fulcrum Group Holdings Limited, an |
| independent gas transporter and provider of unregulated gas |
| connection services, from National Grid Commercial Holdings |
| Limited. |
| |
| In view of the size of Fulcrum, the Acquisition will, on |
| Completion, constitute a reverse takeover under Rule 14 of the |
| AIM Rules for Companies. |
| |
| Fulcrum provides specialist engineering design and project |
| management services to the unregulated UK gas connections |
| market, servicing customers with simple single-site connections |
| requirements through to large multi-site residential and |
| industrial and commercial developments across the UK. Fulcrum's |
| main country of operation is the UK. |
| |
| Fulcrum is currently loss making and has experienced falling |
| market share. The strategy of the Enlarged Group is to |
| turnaround the business through growth in market share, improved |
| operation performance and enhanced cost efficiencies. The New |
| Board believes that there are a number of factors which suggest |
| that Fulcrum is well positioned to pursue this strategy and to |
| derive significant value, namely: |
| |
| · Nationwide coverage; |
| · An established skilled engineering and design employee |
| base; and |
| · A well recognised brand within the industry established |
| over a number of years. |
| Fulcrum is a non-core asset within the National Grid. The New |
| Board believes that under independent ownership and with a clear |
| strategic direction the business will be better positioned to |
| succeed in the future. |
| |
| Main country of operation: Cayman Islands and UK (via the |
| reverse takeover of Fulcrum Group Holdings Limited). |
| |
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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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| |
| Up to 91,666,667 Ordinary shares of 0.1 pence per share (which |
| have been placed at 12p each). |
| |
| There are no restrictions on the transfer of securities. |
| |
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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: up to GBP11.0 million |
| |
| Market capitalisation (anticipated): GBP18.5 million |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| 53.5 per cent. |
| |
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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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| N/A |
| |
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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: |
| Paul Michael Everitt |
| Paul Cookson and |
| James John Merrick Corsellis, all non-executive |
| |
| Proposed Directors: |
| John Ashley Spellman (executive), |
| Philip Bernard Holder (non-executive), |
| Mark Irvine John Watts (non-executive), |
| Stephen Gutteridge (non-executive) |
| |
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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: |
| |
| Name of shareholder Number of % of issued |
| ordinary share capital |
| shares |
| Marwyn Value Investors L.P. 20,000,000 32.0 |
| Killik & Co 15,000,000 24.0 |
| Spreadex Limited 11,750,000 18.8 |
| Fidelity Investments 6,250,000 10.0 |
| Amati Global Partners LLP 5,000,000 8.0 |
| Collins Stewart 4,000,000 6.4 |
| ISIS EP 3,000,000 4.8 |
| WH Ireland Group 2,500,000 4.0 |
| Legal & General 2,500,000 4.0 |
| Name of shareholder Number of % of issued |
| ordinary share capital |
| shares |
| Killik & Co 28,332,500 18.4 |
| Marwyn Value Investors L.P 20,416,500 13.2 |
| Ecofin Water and Power 20,000,000 13.0 |
| Opportunities plc |
| Legal & General 15,000,000 9.7 |
| Amati Global Partners LLP 13,249,500 8.6 |
| Spreadex Limited 11,750,000 7.6 |
| Fidelity Investments 6,250,000 4.0 |
| Foreign and Colonial 8,250,000 5.3 |
| Artemis 5,000,000 3.2 |
| |
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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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| |
| Paul Below (interim financial director of Marwyn Capital I Ltd) |
| |
| John Spellman (proposed CEO of Marwyn Capital I Ltd) |
| |
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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) The current accounting reference date of the Company |
| is 30 December in each year, however the Company expects to |
| change this after Admission to 31 March in each year; |
| |
| (ii) The Company was incorporated on 4 December 2009 and |
| the Subsidiary was incorporated on 14 December 2009. Since these |
| dates, the Group has not commenced operations and, as at the |
| date of this document, has not made up any financial statements. |
| Financial information in relation to the Group has therefore not |
| been included in the admission document. Unaudited interim |
| results of Fulcrum are included for the ten month period ended |
| 31 January 2010 and audited results for the two years ended 31 |
| March 2009 and 31 March 2008. |
| |
| (iii) 31 August 2010; 31 December 2010 and 30 September |
| 2011 |
| |
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| EXPECTED ADMISSION DATE: |
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| |
| 8 July 2010 |
| |
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| NAME AND ADDRESS OF NOMINATED ADVISER: |
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| |
| Cenkos Securities plc |
| 6. 7. 8. Tokenhouse Yard |
| London EC2R 7AS |
| |
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| NAME AND ADDRESS OF BROKER: |
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| |
| Cenkos Securities plc |
| 6. 7. 8. Tokenhouse Yard |
| London EC2R 7AS |
| |
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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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| |
| Copies of the admission document will be available from |
| www.marwyncapitalone.com. The admission document contains full |
| details about the applicant and the admission of its securities. |
| |
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| DATE OF NOTIFICATION: |
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| |
| 17 June 2010 |
| |
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| NEW/ UPDATE: |
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| NEW |
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This information is provided by RNS
The company news service from the London Stock Exchange
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