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Thursday 01 July, 2010

AIM

Schedule 1 - Havelock Europa

RNS Number : 6679O
AIM
01 July 2010
 



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:

Havelock Europa PLC ("Havelock" or the "Company")

 

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

Registered office:

3 Swanwick Court

Alfreton

Derbyshire

DE55 7AS

 

Trading address:

Mossway,

Hillend Industrial Park,

Dalgety Bay,

KY11 9JS

 

COUNTRY OF INCORPORATION:

England & Wales

 

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

www.havelockeuropa.com

 

Website will be made Rule 26 compliant in due course and prior to admission to AIM.

 

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:

Havelock is involved in the design, manufacture and installation of educational and commercial interiors and point of sale merchandising displays in the UK.

 

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):

38,532,050 ordinary shares of 10 pence each.

 

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

No capital to be raised on admission to AIM.

Expected market capitalisation on admission of £3.4 million.

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Total shares not in public hands expected to be approximately 5.9%.

 

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:

Not applicable.

 

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):

Malcolm Gourlay, 67 (Non-Executive Chairman)

David Hurcomb, 46 (Interim Chief Executive)

Grant Findlay, 54 (Finance Director / Company Secretary)

Richard Lowery, 58 (Chief Executive Interiors Division)

Shonaid Jemmett-Page, 52 (Non-Executive Director)

Roland van Bommel, 58 (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 Name

% Holding *

 

Barclays Stockbrokers

 

11.1

Clayhill Overseas

9.0

TD Waterhouse

9.0

HSBC Private Bank

6.6

HSDL

5.2

Self Trade

5.2

Charles Stanley

3.5

Gartmore Investment Management

3.5

Havelock Europa Employee Share Trust

3.3

 

* Holdings as at 4 June 2010 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

Person

 

Amount

Function

KPMG LLP

£15,000

Accountant







 

 

(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)        N/A

(iii)      

Interim accounts for the 6 months to 30 June 2010 - by 30 September 2010

Annual accounts for the year to 31 December 2010 - by 30 June 2011

Interim accounts for the 6 months to 30 June 2011 - by 30 September 2011

 

 

EXPECTED ADMISSION DATE:

30 July 2010.

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Investec Investment Banking ("Investec")

a division of Investec Bank plc

2 Gresham Street

London

EC2V 7QP

 

NAME AND ADDRESS OF BROKER:

Investec Investment Banking

a division of Investec Bank plc

2 Gresham Street

London

EC2V 7QP

 

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:

N/A

 

DATE OF NOTIFICATION:

1 July 2010

 

NEW/ UPDATE:

NEW

 

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:


THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

Official List of the UKLA.

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

1 October 1987.

 

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Following due and careful enquiry, it is confirmed that Havelock has adhered to the legal and regulatory requirements involved in having its securities listed on the Official List of the UKLA and traded on the main market of the London Stock Exchange.

 

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.havelockeuropa.com

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

Following admission, Havelock will continue the cost saving programmes it is currently pursuing. In the longer term, the Group will look to grow organically and, where appropriate, through acquisition.

 

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in the Company's Annual Report and Accounts for the year to 31 December 2009 which were published on 29 April 2010, there has been no significant change in the financial or trading position of the Company since 31 December 2009, being the date to which the last audited financial information has been published.

 

The report and accounts for the year ended 31 December 2009 which were published on 29 April 2009 contains the following statement in relation to current trading and prospects:

 

"The Board's expectation for the first half of the year is for the Interiors Division to trade at a lower level than in 2009 but with the second half performance in line with the historical pattern of a strong second half emphasis in trading, reflecting the demands of our retail and education customers. Since the end of the year, the Group has incurred exceptional costs relating to its refinancing and Board reorganisation, and its current cost saving programmes will lead to further one-off costs"

 

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Havelock have no reason to believe that the working capital available to the Company or its group will be insufficient for at least twelve months from the date of its admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

None.

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Shares that are held in uncertificated form will continue to be held in, and dealt through, CREST. Share certificates representing shares held in certificated form will continue to be valid.

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

Please refer to www.havelockeuropa.com

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

The following information equivalent to that required for an admission document is not currently public:

 

(a) The Company and its subsidiaries entered into a new bank facility agreement with Bank of Scotland plc on 28 April 2010. The agreement provides the following facilities:

1.   A term loan of £13m with repayments of £2m on 30 September 2010, 2011 and 2012 and a final payment of £7m on 30 September 2013.

2.   A revolving credit of £12.5m which is available until 31 July 2012.

3.   A working capital facility of £5.5m, reducing to £5m on 30 June 2010 and to £4.5m on 31 December 2010, which is available until 31 July 2011.

4.   A Hire Purchase facility £1.85m which is available until 31 July 2011.

5.   Interest on the term loan and revolving credit is payable at 3% over LIBOR and at 3% over Bank Base Rate on the working capital facility. Interest on the Hire Purchase facility is payable at rates set out in the underlying HP agreements.

6.   The agreement contains covenants on:

a.   the ratio of 12 month EBITDA to interest from September 2010 and thereafter quarterly;

b.   The amount of net debt at September 2010 and December 2010; and

c.   The ratio of stock and debtors to amounts drawn under the revolving credit and working capital facilities.

 

(b) a nominated adviser and broker agreement is to be entered into between the Company and Investec on admission to trading on AIM ("Admission") under the terms of which the Company will appoint Investec to act as nominated adviser and broker to the Company for the purposes of the AIM Rules for an initial term of 12 months (the "Term") and thereafter subject to termination by the Company on 30 days' written notice. Investec will be entitled to terminate the agreement on 30 days' written notice given any time including during the Term. The agreement will also be capable of being terminated on a summary basis in certain defined circumstances. In consideration of the services that have been provided by Investec in connection with Admission, the Company has agreed to pay Investec £25,000 (plus applicable VAT) and in connection with Investec's ongoing role as nominated adviser and broker, the Company has agreed to pay Investec an annual fee of £50,000 (plus applicable VAT).The agreement contains warranties and indemnities given by the Company in favour of Investec that are customary in agreements of this type.

 

(c) The Company's Memorandum and Articles of Association can be found at www.havelockeuropa.com

 

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.havelockeuropa.com

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 

None.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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