REG - AIM - Schedule One - Rosebank Industries plc

InvestecAnnouncement

24/06/2024 13:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240624:nRSX5902Ta&default-theme=true

RNS Number : 5902T  AIM  24 June 2024

 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:
 Rosebank Industries plc

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 Registered address:

 26 New Street

 St Helier

 Jersey JE2 3RA

 Business address:

 Rosebank Industries plc

 Unit 2.19

 20 North Audley Street

 London W1K 6WE

 COUNTRY OF INCORPORATION:
 Jersey

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.rosebankindustries.com (http://www.rosebankindustries.com)

 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:
 MAIN COUNTRY OF OPERATION:

 United Kingdom

 COMPANY BUSINESS:

 Rosebank is a newly incorporated company established to acquire companies and
 businesses whose performance the Directors believe can be improved so as to
 create shareholder value.

 The Rosebank Co-Founders are previous leading members of the senior management
 team of Melrose Industries PLC, a company which is listed on the London Stock
 Exchange.

 Rosebank's objective is to recreate the same successful 'Buy, Improve, Sell'
 business model which the Rosebank Co-Founders successfully implemented during
 their time at Melrose. Rosebank proposes to acquire quality industrial or
 manufacturing businesses whose performance may be improved.

 INVESTING POLICY

 Upon Admission, the Company will be an 'investing company' for the purposes of
 the AIM Rules. Following completion of its initial acquisition, the Company
 will cease to be an 'investing company' and as such its Investing Policy will
 cease to apply.

 Pending completion of the initial acquisition, the Directors intend to use the
 initial seed capital, after expenses of the Placing, to fund transactional due
 diligence costs and minor corporate expenses to enable it to seek acquisition
 opportunities and pursue its strategy and, pending such use, intend to invest
 the net proceeds of the Placing in government securities and gilts, money
 market funds and/or cash on deposit with less than 40% of the total net
 proceeds held in investment securities such as corporate bonds.

 In accordance with the AIM Rules, if the Company fails to make an acquisition
 or has not substantially implemented its Investing Policy within 18 months of
 Admission, the Company will be required to seek Shareholder approval for its
 Investing Policy at its next annual general meeting and on an annual basis
 thereafter until such time as there has been an acquisition or the Investing
 Policy has been substantially implemented. The Directors will, at any
 subsequent annual general meeting, ask Shareholders to consider whether to
 continue exploring acquisition opportunities or to wind up the Company and
 return funds (after payment of the expenses and liabilities of the Company) to
 Shareholders.

 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):
 Type: Ordinary

 Nominal value: No-par value

 Issue price: 250 pence per Ordinary Share

 Number held in treasury: N/A

 Number to be issued: approximately 20 million Ordinary Shares

 Restrictions: No restrictions on transferability of the ordinary shares

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 Capital to be raised on admission: approximately £50 million

 Anticipated market capitalisation on admission: approximately £50 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 It is expected that up to 10% of the total issued share capital will not be in
 public hands at admission. This is due to the expected holdings of the
 Directors and the Senior Management team.

 The above will change if there are any substantial shareholders present upon
 admission. This is not expected to be the case.

 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

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 N

 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):
 Laurence Justin Dowley (Non-Executive Chairman)

 Simon Antony Peckham (Chief Executive Officer)

 Matthew John Richards (Group Finance Director)

 James Christopher Miller (Senior Independent 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):
 Before admission:

 Simon Antony Peckham, 50.0%

 Jonathon Colin Fyfe Crawford, 50.0%

 After admission:

 To be determined, dependent on investor indications and subsequent allocation

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 Not applicable

 (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 December year end

 (ii)  The Company is newly formed and as at the date of the admission
 document will not have commenced operations, will have no material assets or
 liabilities and, therefore, no financial statements will have been prepared as
 at the date of the admission document

 (iii) Half year results for the period ended 30 June 2024: 30 September 2024

 Full year results for the period ended 31 December 2024: 30 June 2025

 Half year results for the period ended 30 June 2025: 30 September 2025

 EXPECTED ADMISSION DATE:
 11 July 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Investec Bank Plc

 30 Gresham Street

 London EC2V 7QP

 NAME AND ADDRESS OF BROKER:
 Citigroup Global Markets Limited

 Citigroup Centre

 33 Canada Square

 Canary Wharf

 London E14 5LB

 Investec Bank Plc

 30 Gresham Street

 London EC2V 7QP

 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 will be available during normal business
 hours on any day (except Saturdays, Sundays, bank and public holidays) free of
 charge to the public at the offices of Simpson Thacher & Bartlett LLP,
 CityPoint, One Ropemaker Street, London EC2Y 9HU from the date of the
 admission document to the date one month from the date of Admission. A copy of
 the admission document will be available on the Company's website at
 www.rosebankindustries.com (http://www.rosebankindustries.com)

 The website will contain full details about the applicant and the admission of
 its securities

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 FRC UK Corporate Governance Code

 DATE OF NOTIFICATION:
 24 June 2024

 NEW/ UPDATE:
 New

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PAAUSUKRSWUNURR