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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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COMPANY NAME:
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EARNZ plc ("EARNZ" or the
"Company")
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COMPANY REGISTERED OFFICE ADDRESS AND
IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES)
:
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First Floor
Holborn Gate
330 Holborn
London WC1V 7QT
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COUNTRY OF INCORPORATION:
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England & Wales
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COMPANY WEBSITE ADDRESS CONTAINING
ALL INFORMATION REQUIRED BY AIM RULE 26:
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https://earnzplc.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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EARNZ plc is an AIM Rule 15 cash
shell, which is required to make an acquisition or acquisitions
which constitute a reverse takeover by 31 August 2024. The Company
has stated previously that it was looking for acquisitions in the
energy services sector and the Board believes that the acquisitions
represent an opportunity which aligns with the Company's corporate
strategy to capitalise on the drive for global decarbonisation and
will provide a platform for future growth both organically and
inorganically through further acquisitions in the energy services
sector. Each acquisition is considered by the Directors to be
complementary to the core ambition of the Company and earnings
enhancing.
The Company has identified and
agreed commercial terms with the vendors of the following two
companies which operate in the energy services sector. The
acquisitions are classified as reverse takeovers pursuant to AIM
Rule 14 and are therefore conditional on shareholders' approval
which is to be sought at a general meeting of the Company to be
held on 27 August 2024. Details of each of the companies are set
out below:
·
Cosgrove & Drew Ltd ("C&D"), which was
incorporated in 2015 is an award-winning asset and energy support
services company which focuses on two key services: (i) major
projects, self-delivering mechanical engineering projects for
mainly commercial sites within the public sector; and (ii)
facilities management, providing maintenance, compliance or
reactive services of client facilities for heating and plumbing;
and
·
South West Heating Services Ltd ("SWHS"), which
was incorporated in 2019 and provides heating and installation
maintenance services largely for domestic insurance claims, while
also offering its services directly to domestic
households.
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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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102,206,397 Ordinary Shares of
4 pence each ("Ordinary Shares")
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CAPITAL TO BE RAISED ON ADMISSION
(AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION
ON ADMISSION:
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Capital to be raised: £2.05 million
of which £1.56 million is EIS/VCT qualifying
Secondary offering: None
Anticipated market capitalisation on
Re-Admission: £7.67
million
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PERCENTAGE OF AIM SECURITIES
NOT IN PUBLIC HANDS AT
ADMISSION:
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44.31 per cent.
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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:
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None
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THE COMPANY HAS APPLIED FOR THE
VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
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N
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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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Robert "Bob"
Holt OBE (Executive Chair)
Elizabeth Janet Lake (Chief Financial Officer)
John William
Charles Charlton (Executive Director)
Linda Jane
Main (Senior Independent Director)
Sandra Diana
Skeete (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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Shareholder
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Percentage
of Ordinary Shares as at date of this document
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Anticipated percentage of Ordinary Share
post-Re-Admission
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Gresham House
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10.00
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24.48
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G Force Capital
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9.06
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5.58
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Bob Holt1,2
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7.63
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10.10
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Oakglen Wealth Limited
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5.83
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3.59
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Pentwater Capital Management Europe
LLP
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3.92
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5.67
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Trium Capital
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3.18
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1.96
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1)
Includes 0.13% of the
Company's voting rights held by his wife Angela Burnett with the
balance being held in his SSAS
2)
Bob Holt is also a 33% shareholder in C&D
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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) 31 December
2023 (in respect of C&D), 31 March 2024 (in respect of SWHS for
the 9 months ended 31 March 2024)
(iii) 30 September 2024
(in respect of the half yearly report to 30 June 2024)
30 June 2025 (in respect of annual
report to 31 December 2024)
30 September 2025 (in respect of
half yearly report to 30 June 2025)
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EXPECTED ADMISSION DATE:
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29 August 2024
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NAME AND ADDRESS OF NOMINATED
ADVISER:
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Shore Capital and Corporate
Limited
Cassini House
57 St James's Street
London SW1A 1LD
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NAME AND ADDRESS OF JOINT
BROKERS:
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Shore Capital Stockbrokers
Limited
Cassini House
57 St James's Street
London SW1A 1LD
Zeus Capital Limited
Stock Exchange Tower
125 Old Broad Street
London EC2N 1AR
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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 is available
on the Company's website (https://earnzplc.com/reports-and-presentations)
The admission document contains full
details about the applicant and the admission of its
securities.
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THE CORPORATE GOVERNANCE CODE THE
APPLICANT HAS DECIDED TO APPLY
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The Company has adopted the QCA
Corporate Governance Code (November 2023 edition), published by the
Quoted Companies Alliance.
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DATE OF NOTIFICATION:
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23
August 2024
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NEW/ UPDATE:
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UPDATE
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