ESM - Schedule One (2507D)
14 Mayo 2012 - 1:01AM
UK Regulatory
TIDMSGG
RNS Number : 2507D
Sterling Green Group PLC
14 May 2012
Pre-Admission Announcement ESM Schedule 1
Announcement to be made by the ESM Applicant prior to admission
in accordance with
rule 2 of the ESM Rules for Companies
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All Applicants must complete the following
Company name STERLING GREEN GROUP PLC
TO BE RENAMED FASTNET OIL & GAS PLC (THE
"COMPANY")
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Company registered address and if different, company trading
address (including postcodes)
REGISTERED OFFICE AND TRADING ADDRESS
Number 14, The Embankment
Vale Road
Heaton Mersey
Stockport,
Cheshire SK4 3GN
United Kingdom
TRADING ADDRESS
18 Fitzwilliam Place,
Dublin 2,
Ireland
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Country of incorporation England and Wales
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Company website address containing all information required
by rule 26 in the ESM Rules
for Companies
http://sterlinggreen.co.uk/sgg/ to become www.fastnetoilandgas.com
following admission
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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
takeover under rule 14 of the ESM Rules for Companies, this
should be stated
The Company has, since 1 December 2011, been classified
as an investing company under Rule 15 of the AIM Rules for
Companies ("AIM Rules"). On 14 May 2012 the Company entered
into a conditional agreement to acquire the entire issued
share capital of Terra Energy Limited ("Terra") for an aggregate
consideration to be satisfied by the issue of 64,129,611
consideration shares and the payment of EUR40,000. The acquisition
constitutes a reverse takeover under Rule 14 of the AIM
Rules. The Company is also proposing to raise GBP10.0 million
(before expenses) through a conditional placing of 90,909,091
new ordinary shares (following the share consolidation)
to provide further working capital for the enlarged group.
Terra was incorporated in February 2008 and was established
to explore and develop unconventional oil and gas resources
in Europe and North Africa. Terra has since focused on oil
and gas prospects in the Celtic Sea. In addition, Terra
plans to avail itself of new potential opportunities in
North and East Africa where certain of the proposed directors
have significant knowledge, contacts.
On Admission, Terra's assets will include an interest in
a net profit bonus arrangement relating to the Connemara
prospects offshore Ireland ("NPB Agreement") and 13 coal
licenses based in the Connaught Coal Field, onshore Ireland.
Terra has also made applications to the Petroleum Affairs
Division of the Department of Communications, Energy and
Natural Resources of Ireland for three offshore licensing
options in the Celtic Sea and an onshore licence in the
Dublin Basin.
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Details of securities to be admitted including any restrictions
as to transfer of securities (i.e. where known, number of
shares, nominal value and issue price to which it seeks
admission and the number and type to be held as treasury
shares)
163,030,160 ordinary shares of 3.8p each ("Ordinary Shares")
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Capital to be raised on admission (if applicable) and anticipated
market capitalisation on admission
Placing of 90,909,091 Ordinary Shares at 11p per Ordinary
Share to raise GBP10.0 million
Approximate market capitalisation of GBP17.93 million on
Admission at the placing price
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Percentage of ESM securities not in public hands on admission
25.85%
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Details of any other exchange or trading platform to which
the ex securities (or other securities of the company) are
or will be admitted or traded
Application has also been made to have the shares admitted
to the AIM Market of the London Stock Exchange
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)
Cathal Martin Friel Non-Executive Chairman
George Henry Stephen Staley CEO
Michael Henry Nolan Non-Executive Director
John Michael Edelson Non-Executive Director
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Full names and holdings of significant shareholders, expressed
as a percentage of the issued share capital, before or after
admission (underlining the first name by which each is known
or including any other name by which each is known)
Currently On Admission
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Number of Percentage of Number of Percentage of
Ordinary Shares issued share Ordinary Shares issued share
Name held capital held capital
---------------- ---------------- ---------------- ----------------
Cathal Friel(1) 0 0 18,888,051 11.59%
Henderson Global
Investors
Limited 0 0 8,181,818 5.02%
CQS Asset
Management
Limited 0 0 7,500,000 4.60%
Davycrest
Nominees 0 0 7,136,363 4.38%
Mandatum Life
Insurance
Company Limited 0 0 6,954,545 4.27%
Standard Life
Investments
Limited 0 0 6,818,182 4.18%
BlackRock
Investment
Management (UK)
Limited 0 0 5,000,000 3.07%
M Edelson(2) 35,050,390 11.54 922,384 0.57%
Selwyn Lewis 29,687,500 9.78 781,250 0.48%
Rock Nominees
Limited 29,687,500 9.78 781,250 0.48%
BK Charitable
Trust 15,500,000 5.10 407,894 0.25%
Pentagon Dollar
Satellite Fund
Limited 15,000,000 4.94 394,736 0.24%
HSBC Global
Custody
Nominees 15,000,000 4.94 394,736 0.24%
I Aspinall(3) 12,250,000 4.03 322,368 0.20%
J H Lyons 12,000,000 3.95 315,789 0.19%
JIM Nominees
Limited 10,308,960 3.39 271,288 0.17%
Notes:
1. Cathal Friel's interest in new ordinary shares in the
Company will include 15,554,857 new ordinary shares held
by Raglan Road Capital Limited, a Company in which Cathal
Friel and his wife, Pamela Iyer, have a 90 per cent. interest.
2. Michael Edelson's interest in existing ordinary shares
in the Company include 1,000,000 shares held by his wife,
JB Edelson, 1,750,000 shares held by Novabank Capital Limited
and 3,800,390 shares held by London and City Credit Corporation
Limited. In addition, Michael Edelson holds 1,000,000 existing
ordinary shares non-beneficially as a trustee of The Morris
Edelson Settlement.
3. Ian Aspinall has non-beneficial interests in existing
ordinary shares in the Company, being 8,250,000 shares held
non-beneficially as a trustee of The Blueberry Charitable
Trust and 4,000,000 shares held non-beneficially by his
wife, J M Aspinall, as a trustee of The Cheshire Children's
Charitable Trust.
Names of all persons to be disclosed in accordance with
schedule two, paragraph (h) of the ESM Rules for Companies
N/A
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i anticipated accounting reference date 31 March
ii date to which the main financial information
in the admission document has been prepared 31 March 2012
iii dates by which it must publish its first
three reports pursuant to Rules 18 and 19
in the ESM Rules for Companies
As follows:
a. 6 months ended 30 September 2012 by 31
December 2012;
b. Year ending 31 March 2013 by 30 September
2013; and
c. 6 months ended 30 September 2013 by 31
December 2013;
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Expected admission date 11 June 2012
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Name and address of ESM Adviser Davy, Davy House, 49 Dawson
Street, Dublin 2, Ireland.
Name and address of broker Davy
Davy House
49 Dawson Street
Dublin 2, Ireland
Shore Capital Stockbrokers
Limited
Bond Street House
14 Clifford Street
London W1S 4JU
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 to the
public, free of charge, at the registered office of the
Company at Number 14 The Embankment, Vale Road, Heaton Mersey,
Stockport SK4 3GN, telephone 0161 975 0434 during normal
business hours on any weekday (Saturdays and public holidays
excepted) for a period of one month from the date of Admission.
This document is also available free of charge for such
period on the Company's website at http://sterlinggreen.co.uk/sgg/
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Date of notification 14 May 2012
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New/update (see note): NEW
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Quoted Applicants must also complete the following
The name of the ESM designated market upon which the Applicant's
securities have been traded
The date from which the Applicant's securities have been
so traded
Confirmation that, following due and careful enquiry, the
Applicant has adhered to any legal and regulatory requirements
involved in having its securities traded upon such a market
or details of where there has been any breach
An address or web-site address where any documents or announcements
which the Applicant has made public over the last two years
(in consequence of having its securities so traded) are
available
Details of the Applicant's strategy following admission
including, in the case of an investing company, details
of its investment strategy
A description of any significant change in financial or
trading position of the Applicant, which has occurred since
the end of the last financial period for which audited
statements have been published
A statement that the directors of the Applicant have no
reason to believe that the working capital available to
it or its group will be insufficient for at least twelve
months from the date of its admission
Details of any lock-in arrangements pursuant to rule 7
of the ESM Rules for Companies
A brief description of the arrangements for settling the
Applicant's securities
A website address detailing the rights attaching to the
Applicant's securities
Information equivalent to that required for an admission
document which is not currently public
A website address of a page containing the Applicant's
latest annual report and accounts which must have a financial
year end not more then nine months prior to admission and
fully audited interim results where applicable. The accounts
must be prepared according to Irish, UK or US
GAAP or international accounting standards.
The number of each class of securities held in treasury
Note: this field should indicate that the announcement
is 'new' and all relevant fields should be completed. Otherwise
where the form is required to be completed in respect of
an 'update' announcement, this should be indicated. In
such cases, all the original information should be included
with any amended fields emboldened.
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Submit completed form for market dissemination to announcements@ise.ie
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This announcement has been issued through the Companies
Announcement Service of
the Irish Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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