AIM Sch 1 - Shearwater Group Plc (4035C)
October 01 2018 - 1:30AM
UK Regulatory
TIDMSWG
RNS Number : 4035C
AIM
01 October 2018
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Shearwater Group plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered office - 22 Great James Street, London, WC1N 3ES
Trading address - Octagon Point, 5 Cheapside, London EC2V 6AA
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.theshearwatergroup.co.uk/
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:
Shearwater is an AIM-quoted company focused on building a UK
based group providing digital resilience solutions.
The Company's aim is to acquire and develop information security
and cyber security companies with a leading product, solution
or service capability whose full potential can be unlocked
through active management and capital investment.
Shearwater Group plc is the holding company for the group's
wholly-owned trading companies, including SecurEnvoy Limited,
Xcina Limited and, following re-admission, Brookcourt Solutions
Limited ("Brookcourt").
Brookcourt is a multi-award winning, UK-based cyber security
company, focusing on the provision of networking and cyber
security solutions to corporate and public sector organisations.
Brookcourt's solutions help its customers by providing all
and any aspect of the full end to end network design, supply,
integration, support and managed services that a customer needs
to assure and secure their network infrastructure in an advanced
threat landscape. Brookcourt is headquartered in Redhill in
Surrey, with a second office located in Bracknell and currently
employs 28 people across both sites.
The Transaction consideration is GBP15.15m cash and GBP15.15m
in Shearwater shares. This consideration structure has been
amended from the earlier announced split of GBP22.95m cash
and GBP7.35m in Shearwater shares. The cash consideration component
of the Transaction will be financed through a fundraising consisting
of a placing and an open offer (the "Fundraising"). The Transaction
and the Fundraising are inter-conditional.
The Transaction constitutes a reverse takeover under AIM Rule
14 and accordingly, the Company will seek readmission ("Admission")
of its shares to trading on AIM of the London Stock Exchange.
The Transaction and associated fundraising will be subject
to the passing of relevant resolutions at the Company's general
meeting to be confirmed.
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):
Up to 1,906,854,786 Ordinary shares of 1 penny each ("Ordinary
Shares") (assuming full take up under the Open Offer).
There will be no Ordinary Shares held in treasury and no restrictions
on the transfer of the securities.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Gross capital raised on admission - Placing of GBP16.7m and
up to additional GBP1m under open offer.
Implied market capitalisation - GBP68.6m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Before Admission 45.8 per cent.
Post Admission 40.3 per cent.
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:
None
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):
Directors
David Jeffreys Williams (Chairman)
Michael Joseph ("Mo") Stevens (Chief Executive Officer)
Robin Simon Southwell (Non-Executive Director)
Stephen Robert Ball (Non-Executive Director)
Giles Kirkley Willits (Non-Executive Director)
Proposed Directors
Paul John McFadden (Interim Finance 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):
Significant Shareholder 30 June After Admission(1)
2018
Phil Higgins - 11.03%
-------- -------------------
Dene Stacy - 11.03%
-------- -------------------
David Williams 12.04% 6.72%
-------- -------------------
Schroders 10.91% 8.61%
-------- -------------------
Stephen Watts 8.97% 4.68%
-------- -------------------
Andrew Kemshall 8.77% 4.58%
-------- -------------------
Killik & Co 5.48% 7.21%
-------- -------------------
Columbia Threadneedle 4.43% 3.19%
-------- -------------------
Canaccord Genuity WM 3.77% 3.42%
-------- -------------------
1. Assumes full take up of open offer.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(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:
(i) 31 March
(ii) Target's information is to 31 December 2017. Shearwater's
information is audited annual financial information to 31 March
2018.
(iii) Half year report for the six months ended 30 September
2018 published by 31 December 2018. Annual report for the year
ended 31 March 2019 published by 30 September 2019. Half year
report for the six months ended 30 September 2019 published
by 31 December 2019.
EXPECTED ADMISSION DATE:
17 October 2018
NAME AND ADDRESS OF NOMINATED ADVISER:
Cenkos Securities
6.7.8 Tokenhouse Yard
London EC2R 7AS
NAME AND ADDRESS OF BROKER:
Cenkos Securities
6.7.8 Tokenhouse Yard
London EC2R 7AS
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:
The admission document containing full details about the Group
and the admission of its ordinary shares will be available
from the registered office of the Company, being 22 Great James
Street, London WC1N 3ES, and on the Company's website www.theshearwatergroup.co.uk.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA
DATE OF NOTIFICATION:
1 October 2018
NEW/ UPDATE:
New
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END
PAAUWAVRWUAKUAR
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