Schedule One Update - Amcomri Group plc | RNS | Ticker

Schedule One Update - Amcomri Group plc

RNS Announcement

RNS Number : 2927Q

AIM

17 December 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:

Amcomri Group plc (the "Company" and together with its subsidiaries the "Group")

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

46-48 Beak Street, London, United Kingdom, W1F 9RJ

COUNTRY OF INCORPORATION:

England & Wales

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

www.amcomrigroup.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:

Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses that provide technical services to major UK infrastructure, transportation and energy companies and bespoke mission-critical services to a diverse range of sectors and markets.

The Group currently operates through the following two divisions:

(i) Embedded Engineering Division: provides specialist technical and engineering services for major industrial, infrastructure and transportation clients, typically with complex technical needs and undertaken in operating environments where safety and compliance performance are critical requirements. The division predominantly provides engineering services and support for their clients' capital intensive, mission-critical assets such as high voltage electrical transmission systems, petrochemical and continuous process operations, and large power generation plants.

(ii) B2B Manufacturing Division: focuses on selective niche B2B markets or businesses, where the Group has identified an opportunity to achieve enhanced financial performance by leveraging an initially strong competitive market position combined with the Group's business improvement capabilities.

The Group operates across a diverse range of sectors and markets, including industrial, infrastructure and mass transportation. The Group deploys a structured "Buy, Improve, Build" strategy with a track record of value enhancing acquisitions in the industrial environment. It has a particular focus on leveraging the Group's experience and track record in relation to acquisitions arising from owner manager 'retirement' situations, where there are no, or limited, alternative plans for succession to sustain the enterprise value present within the target business.

The Group has been created through a series of 16 successful acquisitions, comprising the acquisition of 12 operating companies and 4 bolt-on asset/business purchases, each of which has been integrated into the Group. The Group's businesses have grown organically and are well placed to take advantage of generally positive conditions in their respective end markets. This strategic approach has delivered compound annual Group revenue growth of 48.8 per cent. between FY21 and FY23.

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):

71,838,549 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares").

No Ordinary Shares are or will be held in treasury.

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

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

£12 million to be raised for the Company through the placing of new Ordinary Shares.

Anticipated market capitalisation on admission at the placing price: £39.5 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

74.7 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

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

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):

Tanya Raynes, Independent Non-executive Chair

Paul Patrick Mc Gowan, Co-Founder and Non-executive Deputy Chair

Hugh Mark Whitcomb, Co-Founder and Chief Executive Officer

Siobhán Tyrrell, Chief Financial Officer

Mark Patrick O'Neill, Investment Director

Fraser James Gray, Independent Non-executive Director

Peter Tierney, 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	% of issued share capital immediately prior to Admission	% of issued share capital on Admission
Amcomri Holdings Limited¹	40.45%	28.2%
Hilco Inc.²	18.81%	13.1%
Stephill Investments Limited³	9.27%	6.5%
Oranmore Limited¹	-	5.3%
Octopus Investments Limited	-	5.3%
Paul Mc Gowan¹	4.03%	5.3%
Mark O'Neill	3.74%	2.6%
Laurence Howard	3.71%	2.6%
Rhiannon Mc Gowan	3.57%	2.5%
Niall Mc Gowan	3.57%	2.5%
Tiernan Mc Gowan	3.57%	2.5%

Notes:

1. On Admission, Paul Mc Gowan will hold 20,233,470 Ordinary Shares through his private investment company, Amcomri Holdings, 3,818,182 Ordinary Shares through its wholly owned subsidiary, Oranmore Limited and a further 3,835,524 Ordinary Shares in his own name. Each of Paul Mc Gowan's children (Rhiannon, Tiernan and Niall Mc Gowan) are interested in 4.044 per cent. of Amcomri Holdings. Paul Mc Gowan holds the remaining 87.87 per cent. of Amcomri Holdings.

2. Jeffrey Hecktman's shareholding is registered in the name of Hilco Inc.

3. Hugh Whitcomb's family shareholding is registered in the name of Stephill Investments Limited.

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) 30 June 2024

(iii) 30 June 2025 (annual accounts for the year ending 31 December 2024), 30 September 2025 (half year report for the six months ending 30 June 2025) and

30 June 2026 (annual accounts for the year ending 31 December 2025)

EXPECTED ADMISSION DATE:

20 December 2024

NAME AND ADDRESS OF NOMINATED ADVISER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

NAME AND ADDRESS OF BROKER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

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:

www.amcomrigroup.com

The Company's admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

17 December 2024

NEW/ UPDATE:

UPDATE

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RNS metadata

Title: Schedule One Update - Amcomri Group plc
Time: 08:00:00
Date: 17 Dec 2024
Category: Corporate updates
ID: 2927Q