- Title:
Schedule One - Rosebank Industries plc - Time:
12:00:00 - Date:
24 Jun 2024 - Category:
Capital structure - ID:
5902T
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ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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COMPANY NAME: |
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Rosebank Industries plc
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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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
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COUNTRY OF INCORPORATION: |
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Jersey
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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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: |
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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.
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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): |
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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
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CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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Capital to be raised on admission: approximately £50 million Anticipated market capitalisation on admission: approximately £50 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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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.
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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: |
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Not applicable
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THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N) |
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N
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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): |
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Laurence Justin Dowley (Non-Executive Chairman) Simon Antony Peckham (Chief Executive Officer) Matthew John Richards (Group Finance Director) James Christopher Miller (Senior Independent Director)
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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): |
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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
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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Not applicable
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(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: |
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(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
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EXPECTED ADMISSION DATE: |
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11 July 2024
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NAME AND ADDRESS OF NOMINATED ADVISER: |
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Investec Bank Plc 30 Gresham Street London EC2V 7QP
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NAME AND ADDRESS OF BROKER: |
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Citigroup Global Markets Limited Citigroup Centre 33 Canada Square Canary Wharf London E14 5LB
Investec Bank Plc 30 Gresham Street London EC2V 7QP
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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: |
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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
The website will contain full details about the applicant and the admission of its securities
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THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY |
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FRC UK Corporate Governance Code
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DATE OF NOTIFICATION: |
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24 June 2024
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NEW/ UPDATE: |
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New
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Schedule One - Rosebank Industries plc12:00:0024 Jun 2024Capital structure5902T