Sch 1-Newmarket Investments
February 26 2008 - 5:10AM
UK Regulatory
RNS Number:7515O
AIM
26 February 2008
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 OF
THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Newmarket Investments plc
COMPANY REGESTERED OFFICE ADDRESS AND IF DIFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Registered Office: Trading Address:
25 Manchester Square 16 Blackbear Court
London Newmarket
W1U 3PY CB8 9AF
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.newmarketinvestmentsplc.com
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:
Newmarket Investments Plc is a non-trading holding company, based in England which operates as a
bloodstock agent trading through its wholly owned subsidiary the British Bloodstock Agency (UK)
Limited and as an equestrian insurance agent, trading through its wholly owned subsidiary, BBA
Insurance Services Limited. The shares of Newmarket Investments are currently traded on AIM.
Conditional on shareholder approval and pursuant to AIM Rule 14 (reverse take-over) Newmarket
Investments plc has agreed, inter alia, to acquire the entire issued share capital of
International Racing Bureau Limited for a consideration of �850,000.
International Racing Bureau Limited, established in 1977, operates in the thoroughbred racing
industry and is actively involved in the development and expansion of international horse racing
events and related activities. International Racing Bureau Limited is a company registered in
England, which is also its principal country of operation.
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):
242,659,100 ordinary shares of 0.01p each, no restrictions
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON
ADMISSION:
Capital Raised Market Capitalisation
�1,315,000 �2,426,591
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
73.8% 179,112,865 Ordinary Shares
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:
Not applicable
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):
Director Function
John Plowdon Carrington Non-executive Chairman
Michael Antony ("Tony") Gadsby Peet Chief Executive
Jonathan Brett Cohen Finance Director
Proposed Director Function
Alastair Graham Donald 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 Number of Percentage of Number of Percentage of
Ordinary Shares Ordinary Shares Ordinary Shares Ordinary Shares
Pre Admission Pre Admission on Admission on Admission
John Carrington(1) 131,550 1.5 61,453,765 25.3
Harold Winton(2) - - 60,954,100 25.1
Mark O'Connor3 - - 21,675,000 8.9
Nicholas Clarke3 - - 8,500,000 3.5
Philip Reid - - 7,185,800 3.0
Forest Nominees Limited4 1,682,000 19.2 1,682,000 0.7
Paul Douglas Foster 432,266 4.9 432,266 0.2
The Ex Mill Envelope & Paper 411,000 4.7 411,000 0.2
Co. Limited
HSBC Global Custody Nominee 400,000 4.6 400,000 0.2
(UK) Limited
Nortrust Nominees Limited 395,000 4.5 395,000 0.2
Nigel Paul Stanton 390,766 4.5 390,766 0.2
William John Turnbull 375,000 4.3 375,000 0.2
Barclayshare Nominees Limited 364,621 4.2 364,621 0.1
1. Mr Carrington's interest in the New Ordinary Shares following Admission includes
2,000,000 New Ordinary Shares to be issued on conversion of the JC February Loan and 2,500,000 New
Ordinary Shares to satisfy the payment of Unpaid Directors' Remuneration, such conversion being
conditional upon Admission, 56,125,000 New Ordinary Shares pursuant to the Placing, 697,215 New
Ordinary Shares pursuant to the Open Offer and 65,000 New Ordinary Shares held by a nominee in
which Mr Carrington has a beneficial interest and 66,550 New Ordinary Shares registered in Mr
Carrington's own name.
2. 25,704,100 New Ordinary Shares held through Anaid Holdings Limited (a company of which
Harold Winton is a director and shareholder) and 35,250,000 New Ordinary Shares held through 4M
Investments Limited, a company controlled by Harold Winton
3. Pursuant to the Consideration Shares issued under the IRB Acquisition Agreement.
4. 1,207,000 of such shares are held on behalf of Ross Reason, a former director of the
Company.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM
RULES:
During the financial year ended 31 March 2007 the sum of �20,000 was paid to Brett Adams, a firm
of Chartered Accountants of which Jonathan Cohen, a Director, is a partner in consideration for
Brett Adams providing accountancy services to the Group pursuant to an agreement dated 10 March
2006. For the period from 1 April 2007 to the date of the Admission Document the Company has paid
a further �21,277 to Brett Adams pursuant to this agreement.
(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 RULES 18
AND 19:
(i) 31 March
(ii) 30 September 2007 Newmarket Investments plc
30 June 2007 International Racing Bureau Limited
(iii) 30 September 2008 2008 Annual Results
31 December 2008 2009 Half-yearly Results
30 September 2009 2009 Annual Results
EXPECTED ADMISSION DATE:
On or around 18 March 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
City Financial Associates Limited, 46 Worship Street, London EC2A 2EA
NAME AND ADDRESS OF BROKER:
Ellis Stockbrokers Limited, Talisman House, Jubilee Walk, Three Bridges, Crawley, West Sussex RH10
1LQ
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 admission document, which contains full details about Newmarket Investments plc and
the admission of its securities to AIM, will be available from the offices of Field Fisher
Waterhouse LLP, 35 Vine Street, London EC3N 2AA, until one month after admission. The document
will also be available from the Company's website, www.newmarketinvestmentsplc.com.
DATE OF NOTIFICATION:
26 February 2008
NEW / UPDATE (see note):
New
This information is provided by RNS
The company news service from the London Stock Exchange
END
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