Schedule One - RC Fornax plc | RNS | Ticker

Schedule One - RC Fornax plc

RNS Announcement

RNS Number : 0068U

AIM

21 January 2025

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:

RC Fornax plc ("RC Fornax" or the "Company")

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

Registered Office:

71-75 Shelton Street

London WC2H 9JQ

United Kingdom

Principal Trading Address:

Unit 12

Cranfield Innovation Centre

Bedford MK43 0BT

United Kingdom

COUNTRY OF INCORPORATION:

England and Wales

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

https://www.rcfornax.co.uk/

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:

RC Fornax is an established, accredited consultancy business providing efficient and bespoke project management solutions, with a focus on operations within the UK defence industry.

The Company was co-founded in 2020 by Paul Reeves (CEO) and Daniel Clark (COO), two Royal Air Force veterans, with a combined service tenure of over 24 years. Having worked in the industry, the co-founders identified that the consulting defence market was dominated by slow-moving, larger companies which provided mass market style services. RC Fornax was established to become a challenger to the industry, offering a wider range of expertise and capabilities, with an initial focus on systems, software and hardware engineering.

RC Fornax is a bespoke work-package solutions provider to the defence industry. As opposed to a simple outsourced recruitment-style model, the Company is not an intermediary and does not simply supply labour; instead, it works with its clients to define their specific needs and delivering the statement of work with clear deliverables, so that the focus is always on engineering outcomes. The Company forms and deploys project and engineering teams to meet its clients' objectives.

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 £0.0025 each in the capital of the Company ("Ordinary Shares") to be admitted: TBC

Issue Price: TBC

No Ordinary Shares are held in treasury

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

Capital to be raised on admission: TBC

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

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):

Mr. Mark Joseph Fahy - Proposed Non-Executive Chairman

Mr. Paul Reeves - Chief Executive Officer

Mr. Robert (Rob) James Shepherd - Chief Financial Officer and proposed Executive Director

Ms. Kiri Helene Cavill - Proposed Non-Executive Director

Mr. Dewi (David) John Hitchcock OBE - Proposed 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	Number of Ordinary Shares pre Admission	Pre Admission (%)	Number of Ordinary Shares post Admission*	Post Admission (%)
Paul Reeves	24,001,920	60%	TBC	TBC
Daniel Clark	16,001,280	40%	TBC	TBC

* The post-admission shareholders and shareholdings are currently unknown and will be subject to quantum and composition of the fundraise associated with Admission.

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 August

ii. 31 August 2024 (audited annual results)

iii. 31 May 2025 (unaudited interim results for the six months ending 28 February 2025)

28 February 2026 (audited annual results for the year ending 31 August 2025)

31 May 2026 (unaudited interim results for six months ending 28 February 2026)

EXPECTED ADMISSION DATE:

Early February 2025

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

NAME AND ADDRESS OF BROKER:

Cavendish Capital Markets Limited

1 Bartholomew Close

London EC1A 7BL

United Kingdom

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 about the applicant and the admission of its securities, will be available on the Company's website from the date of Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

21 January 2025

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - RC Fornax plc
Time: 07:00:08
Date: 21 Jan 2025
Category: Capital structure
ID: 0068U