Schedule One update - Microlise Group Plc

RNS Announcement

RNS Number : 5674F

AIM

19 July 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:

Microlise Group plc ("Microlise", the "Company" or the "Group")

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

Farrington Way

Eastwood

Nottingham

NG16 3AG

COUNTRY OF INCORPORATION:

England

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

www.microlise.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:

Microlise is a leading provider of transport management technology solutions, delivering a globally enabled SaaS platform that digitises the business processes of enterprise organisations running highly complex logistics operations. As at 31 December 2020, the Group had over 400 enterprise customers and over 500,000 vehicle subscriptions.

The Group's award winning platform (Microlise currently holds three Queen's Award for Enterprise awards) was specifically developed to provide an end-to-end technology solution for enterprise fleet operators. The Company's hardware and software technology solutions capture and analyse millions of real-time transport and logistics data events each day to allow fleet operators to improve across a range of KPIs, including operating efficiency, GHG emissions, and safety standards. In particular, the platform supports decreased fuel usage by reducing vehicle mileage travelled and improving driver performance, achieving quantifiable reductions in GHG emissions.

Microlise is an established leader in supplying transport management software to large fleet operators, with 58 per cent. of UK large HGV fleet operators (defined as comprising more than 500 vehicles) using its platform. The Company has a diverse customer base including organisations representing 88 per cent. of the UK grocery retail market by market share.

Its operations are predominantly based in the UK whilst the Group also has offices India, France and Australia.

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):

Number of ordinary shares of £0.001 each ("Ordinary Shares") for which Admission is

being sought: 115,945,956

The Issue price per Ordinary Share: 135 pence

The Ordinary Shares are freely transferable with no restrictions placed on them.

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

Total capital to be raised on Admission: £61.2 million

Primary funds raised for the Company: £18.6 million

Secondary funds raised for existing shareholders: £42.6 million

Anticipated market capitalisation on Admission: £156.5 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

60.9%

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):

Nadeem Raza - Chief Executive Officer

William (Bill) Wynn - Chief Financial Officer

Jonathan (Jon) Lee - Independent Non-Executive Chair and Chair of the Audit

Committee

Constantino (Dino) Rocos - Independent Non-Executive Director and Chair of the Remuneration Committee

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	Before Admission	After Admission
Nadeem Raza	56.77%	50.02%
Robert (Bob) Harbey¹	27.93%	5.00%
Roy Allum	10.00%	3.70%
William (Bill) Wynn	3.61%	1.59%
Liontrust Investment Partners LLP	Nil	7.70%
BGF Investment Management Limited	Nil	5.11%
Canaccord Genuity Wealth Management	Nil	4.42%
Threadneedle Asset Management Limited	Nil	4.40%
Ninety One UK Limited	Nil	3.12%

¹The number of Ordinary Shares held by Robert Harbey includes the TBC Ordinary Shares held by the Harbey Family Trust, a trust held for the benefit of Robert Harbey's family

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) 31 December

(ii) 31 December 2020

(iii) 30 September 2021 (unaudited consolidated interim report for the 12 months ended 30 June 2021)

30 April 2022 (audited consolidated annual report for the 18 months ended 31 December 2021)

30 September 2022 (unaudited consolidated interim report for the 6 months ended 30 June 2022)

EXPECTED ADMISSION DATE:

22 July 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Singer Capital Markets Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

NAME AND ADDRESS OF BROKER:

Singer Capital Markets Securities Limited

One Bartholomew Lane

London

EC2N 2AX

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:

A copy of the Admission Document containing full details about the applicant and the

admission of its securities will be available on the Company's website at

www.microlise.com from Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance (QCA) Corporate Governance Code

DATE OF NOTIFICATION:

19 July 2021

NEW/ UPDATE:

UPDATE

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END

AIMFLFLEDFIRLIL

RNS metadata

Title: Schedule One update - Microlise Group Plc
Time: 08:00:06
Date: 19 Jul 2021
Category: Capital structure
ID: 5674F

Schedule One update - Microlise Group Plc | RNS | Ticker