Schedule One Update - Selkirk Group PLC | RNS | Ticker

Schedule One Update - Selkirk Group PLC

RNS Announcement

RNS Number : 6871K

AIM

04 November 2024

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:

Selkirk Group plc

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

Eastcastle House,

27-28 Eastcastle Street,

London,

W1W 8DH

COUNTRY OF INCORPORATION:

England and Wales

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

www.selkirkplc.com (from admission)

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:

Selkirk Group plc (the "Company") is a newly incorporated company established with the primary objective of acquiring a company or business which the Directors believe is undervalued and providing them with their own listing on the AIM market to create shareholder value or acquiring an existing public company and providing a highly incentivised management team with strategic direction. The Company is focused on acquiring business which are headquartered in the UK.

The Company is primarily focused on the small and mid-cap market, specifically within the Consumer, Technology and digital media related sectors. The Directors believe this underappreciated segment offers ample opportunity to identify suitable businesses, whether they are privately held companies, subsidiaries of larger listed companies or existing public companies.

The Directors intend that the initial funds raised pursuant to the placing, conducted in connection with admission, will be used for the purposes of funding operational expenses, undertaking due diligence on potential target acquisitions and funding costs associated with such transactions. It is envisaged that the Company's first investment will be in a company with an enterprise value anticipated as a guideline to be not less than £30 million and not more than £1 billion. An acquisition of this scale is likely to constitute a Reverse Takeover under the AIM Rules for Companies.

Upon admission, the Company will be an "investing company" for the purposes of the AIM Rules for Companies.

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):

Ordinary shares of £0.001 each to be admitted to trading, issued at a price of £0.024 per ordinary share. No restrictions as to transfer of the ordinary shares, and no ordinary shares to be held in treasury.

Number of ordinary shares to be admitted to trading: 415,937,487

No restrictions on the transfer of shares.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£7.5 million via a placing and subscription of new ordinary shares

Market capitalisation on admission based on an issue price of £0.024 of approximately £10 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

37.8 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) 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):

Current

John Howard Goold - Executive Director*

Mark Adrian Kirkland - Executive Director*

James (Jamie) Dominic Brooke - Executive Director*

Proposed

Iain McDonald - Proposed Executive Chairman

Angus Monro - Proposed Independent Non-Executive Director

Alan Robert Bannatyne - Proposed Independent Non-Executive Director

*It should be noted that John Goold, Mark Kirkland and Jamie Brooke will be directors of the Company at the date of publication of the Admission Document. They will however step down from the plc Board upon Admission to ensure there is a majority of Independent Non-Executive Directors on the Board, but will remain as directors of the Company's wholly owned subsidiary.

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):

Significant Shareholder	Pre-IPO	Post-IPO
Kelso Limited¹	50.00%	18.13%
Funds controlled by Belerion Capital Group²	50.00%	16.60%
Sir Terence (Terry) Patrick Leahy	0.00%	9.97%
David Francis Speakman	0.00%	6.01%
Oliver Alexander Hemsley	0.00%	3.01%
Edward (Ed) Gareth Woodward	0.00%	3.01%
Martin Keith Bolland	0.00%	3.01%
Gavin Christopher Petken	0.00%	3.01%
Nicholas (Nick) John Robinson	0.00%	3.01%

^1. The directors of Kelso Limited are John Goold, Mark Kirkland and James Brooke.

² Belerion Capital Group is ultimately controlled by the Proposed Executive Chair, Iain McDonald, and others.

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) the Company is a newly incorporated investing company which has not yet commenced operations and as such, no historical financial information has been presented in the admission document.

(iii) 30 June 2025 in respect of the period from admission to 31 December 2024

30 September 2025 in respect of the six months ended 30 June 2025

30 June 2026 in respect of the year ended 31 December 2025

EXPECTED ADMISSION DATE:

7 November 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

125 Old Broad Street
London
EC2N 1AR

82 King Street

Manchester

M2 4WQ

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

125 Old Broad Street
London
EC2N 1AR

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 will contain full details of the applicant and its securities, will be available from www.selkirkplc.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

4 November 2024

NEW/ UPDATE:

Update

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END

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RNS metadata

Title: Schedule One Update - Selkirk Group PLC
Time: 08:00:00
Date: 4 Nov 2024
Category: Corporate updates
ID: 6871K