Schedule One Update - CT Automotive Group plc

RNS Announcement

RNS Number : 0353W

AIM

20 December 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:

CT Automotive Group plc ("CT Automotive", the "Group" or the "Company")

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

1000 Lakeside North Harbour, Western Road, Portsmouth, England, PO6 3EN

COUNTRY OF INCORPORATION:

England and Wales

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

Company website address containing all information required by AIM Rule 26 from admission: https://ct-automotive.net/

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:

CT Automotive is a UK-headquartered company that designs, develops and supplies interior components for the global automotive industry. Customers include a number of original equipment manufacturers ("OEMs") and Tier One suppliers to OEMs.

Core components supplied are bespoke to each customer's requirements and include both kinematic units (for example, air registers, arm rests, deployable cup holders and storage systems) and static parts (for example, kneepads, wrapped panels and fascia finishes). The Group's two principal services are the engineering, design and development of automotive components and associated tooling, and the serial production of such parts.

The Group has an international manufacturing footprint with the majority of the production across three sites in China with additional sites in the UK, Czech Republic and Turkey, as well as an engineering design office in India. In order to support global customers, the Group also has sales and distribution capabilities across Europe, in the USA and in Japan, with the Group's operating model combining Western design and engineering expertise with lower cost manufacturing capabilities to provide an integrated design through to production service.

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 £0.005 each in nominal value ("Ordinary Shares") for which Admission will be sought: 50,933,289

Placing price per Ordinary Share: 147 pence

Other than certain shareholders whose Ordinary Shares will be subject to lock-in arrangements in the period following Admission, there are no restrictions as to the transferability of the Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission.

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

Primary capital to be raised on Admission: £33.6 million

Market capitalisation on Admission: £74.9 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

75.9 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:

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):

Simon Brian Phillips (Executive Chairman)

Scott McKenzie (Chief Executive Officer)

David Paul Wilkinson (Chief Financial Officer)

Tracey Dawn James (Proposed Senior Independent Non-Executive Director)

Francesca Eva Irene Ecsery (Proposed Independent Non-Executive Director)

Raymond (Ray) John Bench (Proposed Independent 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	Following Admission
Simon Brian Phillips	82.1%	38.3%
Scott McKenzie	11.0%	4.3%
David Paul Wilkinson	6.8%	2.7%
Charles Stanley & Co. Ltd.	-	10.8%
Otus Capital Management Ltd.	-	10.0%
Premier Fund Managers Ltd.	-	9.3%
Stonehage Fleming Investment Management Ltd.	-	5.3%
Pitharn Ongkosit*	-	5.3%
Zall Holdings Ltd.*	-	3.5%
Lombard Odier Asset Management (Europe) Ltd.	-	3.3%

*Each are holders of 10% convertible redeemable loan notes which is converting to equity on Admission

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) 30 June 2021 (unaudited interim financial information)

(iii) 30 June 2022 (annual accounts for the full year to 31 December 2021)

30 September 2022 (half yearly report for the six month period ended 30 June 2022)

30 June 2023 (annual accounts for the full year to 31 December 2022)

EXPECTED ADMISSION DATE:

23 December 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

NAME AND ADDRESS OF BROKER:

Liberum Capital Limited

Ropemaker Place

Level 12

25 Ropemaker Street

London EC2Y 9LY

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:

https://ct-automotive.net/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

20 December 2021

NEW/ UPDATE:

Update

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END

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RNS metadata

Title: Schedule One Update - CT Automotive Group plc
Time: 08:00:01
Date: 20 Dec 2021
Category: Corporate updates
ID: 0353W

Schedule One Update - CT Automotive Group plc | RNS | Ticker