Schedule One Update - Itim Group plc | RNS | Ticker

Schedule One Update - Itim Group plc

RNS Announcement

RNS Number : 7331C

AIM

22 June 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:

Itim Group plc

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

2nd Floor Atlas House, 173 Victoria Street, London, SW1E 5NH

COUNTRY OF INCORPORATION:

England and Wales

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

https://www.itim.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:

Itim Group Limited (to be renamed itim Group plc) is a software technology company, which was established in 1993.

It grew initially through a series of acquisitions, starting in 2004, of small legacy retail software businesses. In 2008 after its acquisition of Profimetrics (itim's wholly owned, Portuguese subsidiary) itim started the re-development of its acquired applications in order to develop a cloud-based omni-channel retail platform, which it calls 'The Retail Suite'.

itim adds value by helping multi-channel retailers optimise their business and stores to improve financial performance and compete more effectively in the digital world of modern retailing. The Company provides flexible solutions proven at adding value as retailers transform stores, digital capabilities and operations suitable for modern retailing and profit improvement.

Omni-channel retail has been described as a fully integrated approach to commerce, providing shoppers with a unified experience across all channels or touchpoints. This encompasses traditional stores, e-commerce, social media (including key influencers) and mobile apps. It also includes any device, from laptops and tablets to phones and watches; so that consumers can switch easily between devices to continue with their previous shopping experience. It is in this way that omni-channel retail can be differentiated from multi-channel retail: in multi-channel retail, the channel experiences exist but are separate; in omni-channel, the consumer enjoys a seamless and consistent message.

The Company works with over 60 brands across 10 countries (with the main country of operation being the UK), including Majestic Wines, The Entertainer, Sainsbury's, Harvey Nichols, JD Sports, John Lewis and WH Smith.

The Retail Suite is itim's omni-channel platform. The core of the software is an Enterprise Resource Planning system integrated with various modules that make it a unique solution for omni-channel retailing. Customers can subscribe to the whole platform, in the Company's cloud environment, or they can buy/subscribe to 'modules' or elements.

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):

31,210,607 ordinary shares of 5 pence each

Issue price - 154 pence

There are no shares to be held as treasury shares and there are no restrictions as to transfer of the securities.

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

Raising up to c.£8m on Admission (through a placing of new equity)

Anticipated market capitalisation on Admission: £48.1m

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

70.2%

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):

THE BOARD
Mr Michael Edward Wilson Jackson	Non-Executive Chairman
Mr Mahmood Ali Athar	Chief Executive Officer
Mr Ian Dennis Hayes	Chief Financial Officer
Mr Robert (Bob) Nicolas Frosell	Non-Executive Director
Ms Sandra Sofia Ribeiro	International CEO
Mr Justin Matthew King	Proposed Non-Executive Director
Mr Lee James Williams	Proposed Non-Executive Director
Mr Frank Lewis	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	% before Admission	% on Admission
Mahmood Ali Athar*	46.48%	38.40%
Nicholas & Rowan Lewis	21.87%	18.07%
Robert (Bob) Frosell	9.25%	7.64%
Simon & Sarah Curtis	6.33%	5.23%
Herald Investment Management Limited	-	4.16%
Ian Dennis Hayes	3.30%	2.72%

*The holdings of Mahmood Ali Athar are split between his personal holding (3.10%), his pension fund, Rowanmoor Trustees Limited 09/9071 (6.98%) and Nazam Limited, a trust owned by the Namza Trust of which Mahmood Ali Athar's wife, Ambreen Zaman, is a beneficiary (36.41%). The trustees of the Trust are Ali Zain Aziz (Ambreen Zaman's nephew) and Haroon Athar (Mahmood Ali Athar's brother). The Protector of the Trust (who can appoint and remove trustees and exercise some of the trustees' powers) is Seema Aziz (Ambreen Zaman's sister).

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(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) The current accounting reference date of the Company is 31 December.

(ii) 31 December 2020

(iii) Accounts for 6 months period ending 30 June 2021 (to be notified by 30 September 2021); Accounts for 12 months period ending 31 December 2021 (by 30 June 2022); Accounts for 6 months period ending 30 June 2022 (by 30 September 2022).

EXPECTED ADMISSION DATE:

28 June 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited,

24 Martin Lane,

London,

EC4R 0DR

NAME AND ADDRESS OF BROKER:

WH Ireland Limited,

24 Martin Lane,

London,

EC4R 0DR

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 free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of WH Ireland Limited, 24 Martin Lane, London, EC4R 0DR in accordance with the AIM Rules. The Admission Document will also be available for download from the Company's website at https://www.itim.com/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code, as published by the Quoted Companies Alliance.

DATE OF NOTIFICATION:

22 June 2021

NEW/ UPDATE:

UPDATE

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END

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RNS metadata

Title: Schedule One Update - Itim Group plc
Time: 12:59:08
Date: 22 Jun 2021
Category: Capital structure
ID: 7331C