Schedule One - Cornerstone FS PLC | RNS | Ticker

Schedule One - Cornerstone FS PLC

RNS Announcement

RNS Number : 7127S

AIM

18 March 2021

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:

Cornerstone FS Plc ("Cornerstone", the "Company")

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

Registered Office: The Old Rectory, Addington, Buckingham, England, MK18 2JR

Principal Trading Address: 1 Poultry, London, EC2R 8ET

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.cornerstonefs.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:

Cornerstone Group is an SME focused, cloud-based provider of international payment, currency risk management and electronic account services focused on removing the complexity of international payments for customers.

Cornerstone is the UK based holding company of FXPress Payment Services Ltd ("FXPress") and Avila House Limited ("Avila").

Prior to developing FXPal, its own robust proprietary cloud-based multi-currency payments platform, FXPress was one of the many small foreign exchange broking businesses operating in the UK. FXPal, which went live in 2018, was built by an in-house team with direct experience of international payments trading.

FXPal is hosted on the Amazon Web Services cloud platform, widely regarded as a reliable, robust, scalable and secure platform. The FXPal client interface is browser based, with no customer installation, desktop management, or connectivity set up requirements.

On 19 October 2020 FXPress acquired Avila, a company which has a small electronic money institution licence focused on multi-currency e-wallets. This will enable the Cornerstone Group to allow clients to leave funds on deposit, effectively providing them with a multi-currency current account.

Cornerstone intends to grow the Group through the acquisition of other foreign exchange businesses of a similar size to FXPress and continuing to develop FXPal in order to provide additional services and integrations with popular cloud-based accounting applications.

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):

TBC Ordinary Shares of £0.01, each at an issue price of £0.61

Single class of shares.

No restrictions on transfer.

TIDM: CSFS

ISIN: GB00BNG7CD28

SEDOL: BNG7CD2

No shares are to be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised for the Company: £2.2 million.

Anticipated Market Capitalisation at Admission of approximately £12.3 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

63.8%

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:

N/A

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):

Elliott Michael Mannis CPA, CA - Proposed Non-Executive Chairman

Julian David Wheatland CEng - Chief Executive Officer

Judy Amanda Happe ACA - Chief Finance Officer

Glyn Anthony Barker FCA - Proposed Independent Non-Executive Director

Daniel (Dan) Song Mackinnon - Proposed Independent Non-Executive Director

Gareth Maitland Edwards - Non-Executive Director

Philip (Phil) Barry - Proposed Non-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):

Shareholder	Shares held pre-Admission	% pre-Admission	Shares held post Admission	% post Admission
Philip (Phil) Barry	3,561,922	21.44	3,561,922	TBC
William (Bill) Newton	2,448,820	14.74	2,530,787	TBC
Stephen Flynn	2,435,442	14.66	2,435,442	TBC
Robert Lee	1,426,635	8.59	1,590,569	TBC
John Paul Thwaytes	1,605,569	9.66	1,605,569	TBC
Thalassa Holdings plc	600,000	3.61	600,000	TBC
Terence (Terry) Everson	773,690	4.66	773,690	TBC

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 December

(ii) 30 June 2020

(iii) Year ended 31 December 2020 (by 30 June 2021); 6 months ending 30 June 2021 (by 30 September 2021); year ending 31 December 2021 (by 30 June 2022).

EXPECTED ADMISSION DATE:

6 April 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

NAME AND ADDRESS OF BROKER:

Joint Broker:

Peterhouse Capital Limited,

80 Cheapside,

London

EC2V 6DZ

Joint Broker:

Pello Capital Limited

7^th Floor, 10 Lower Thames Street

London

EC3R 6AF

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, which contains full details about the Company and the admission of its securities to trading on AIM, will be available for download from the Company's website at https://www.cornerstonefs.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

18 March 2021

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Cornerstone FS PLC
Time: 10:00:01
Date: 18 Mar 2021
Category: Capital structure
ID: 7127S