Schedule 1 - Marwyn Materials Limited
August 17 2010 - 1:36AM
UK Regulatory
TIDMMMAT
RNS Number : 1769R
AIM
17 August 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 MATERIALS LIMITED (the "Company"). The Company will |
| change its name to Breedon Aggregates Ltd (Jersey) at |
| Completion. |
| |
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| COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY |
| TRADING ADDRESS (INCLUDING POSTCODES) : |
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| |
| Elizabeth House, 9 Castle Street, St Helier, Jersey, JE4 2QP |
| |
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| COUNTRY OF INCORPORATION: |
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| |
| Jersey |
| |
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| COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY |
| AIM RULE 26: |
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| |
| www.marwynmaterials.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 AIM on 12 June 2008 with the |
| strategy of acquiring controlling stakes in one or more quoted |
| or unquoted profitable businesses in the UK and international |
| building materials industry and to use these as a platform for |
| further acquisitions. The Directors have reviewed a number of |
| potential acquisition targets since the Company was admitted to |
| AIM and believe that the acquisition of Breedon represents an |
| exciting opportunity within this strategy. The Company does not |
| currently undertake any trading activity. |
| |
| Marwyn Materials Investments Limited, a subsidiary of the |
| Company ("the Subsidiary"), had entered into conditional |
| acquisition agreements to acquire the entire issued share |
| capital of Breedon Holdings Limited ("Breedon"), a large |
| independent UK aggregates producer. |
| |
| In view of the size of Breedon, the Acquisition will, on |
| Completion, constitute a reverse takeover under Rule 14 of the |
| AIM Rules for Companies. |
| |
| Breedon is a fully integrated aggregates producer with 29 |
| quarries, 19 asphalt plants and 27 concrete plants in England |
| and Scotland, and the Directors believe it will provide the |
| Company with a robust platform for accelerated growth through |
| consolidation of the UK heavyside building materials sector. The |
| business is backed by a strong asset base with approximately 181 |
| million tonnes of mineral reserves and resources, providing an |
| estimated life of approximately 50 years at current output |
| levels. The Directors also believe that the business is well |
| invested with a substantial amount of new plant in good |
| condition. |
| |
| Main country of operation: Jersey and UK (via the reverse |
| takeover of Breedon 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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| |
| 416,666,667 Ordinary shares of no par value (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: GBP50.0 million |
| |
| Market capitalisation (anticipated): GBP66.3 million |
| |
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| PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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| |
| 78.5 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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| |
| Peter William Gregory Tom CBE (Chairman) |
| Simon Neil Vivian (Chief Executive) |
| James Henry Merrick Corsellis (Non-executive Director) |
| David John Warr (Non-executive Director) |
| David Jeffreys Williams (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: |
| |
| Name of shareholder Number of % of issued |
| ordinary share capital |
| shares |
| Marwyn Value Investors L.P. 50,010,000 36.8 |
| Cenkos Channel Islands 17,850,000 13.1 |
| Nominee Company Limited |
| Corporate Services (TD 15,693,020 11.5 |
| Waterhouse) Nominees Limited |
| Name of shareholder Number of % of issued |
| ordinary share capital |
| shares |
| Marwyn Value Investors L.P 148,982,667 26.9 |
| Cenkos Channel Islands 67,849,667 12.3 |
| Nominee Company Limited |
| Invesco plc 165,000,000 29.8 |
| Morgan Stanley Securities 25,000,000 4.5 |
| Limited |
| Scottish Widows Investment 41,665,000 7.5 |
| Partnership |
| |
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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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| |
| Peter Tom CBE (Chairman) |
| Simon Vivian (Chief Executive Officer) |
| |
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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) Audited consolidated results |
| of the Breedon Group are included for |
| the period from incorporation on 15 |
| December 2008 to 31 December 2009. |
| |
| (iii) 30 September 2010 (unaudited |
| interims of Marwyn Materials Limited and |
| unaudited interims of Breedon Group); 30 |
| June 2011 (consolidated financial |
| statements of the Enlarged Group) and 30 |
| September 2011 |
| |
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| EXPECTED ADMISSION DATE: |
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| |
| 2 September 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.marwynmaterials.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 August 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
END
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