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Thursday 05 November, 2015

AIM

Schedule 1 - Mithril Capital plc

RNS Number : 7037E
AIM
05 November 2015
 

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:

Mithril Capital plc (the "Company")

 

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

Current registered and trading address:

6 New Street Square

London

EC4A 3LX

 

Registered address from Admission:

10 Norwich Street

London

EC4A 1BD

 

Trading address from Admission:

96 Kensington High Street
London
W8 4SG

 

COUNTRY OF INCORPORATION:

England

 

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

www.mithrilcapital.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:

 

The Company was incorporated on 17 September 2014 and was admitted to trading to the Standard Segment of the Official list on 22 December 2014, with the purpose of carrying out strategic acquisitions. On 9 October 2015 the Company announced that it has entered into a conditional agreement to acquire the entire issued share capital of UK-based digital media agency Agenda 21 Holding Limited ("Agenda 21") in a reverse takeover. The initial consideration is approximately £3.3 million, to be satisfied 65% in cash and 35% by the issue and allotment of new ordinary shares in the Company to the Agenda 21 shareholders. Deferred consideration of up to a further £8.6m will be payable subject to performance criteria over the next three years.

 

Agenda 21's core business is creating multi-channel marketing campaigns across the digital media spectrum including search engine marketing, pay-per-click, search engine optimisation, display advertising and social and other paid media, underpinned by detailed analytics and insight. Agenda 21 operates from headquarters in central London.

 

The Directors and Proposed Directors intend to create a network of digital businesses spanning the marketing services, data and e-commerce sectors through acquiring complementary agencies and other marketing services companies in the UK, Europe and the US.

 

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: TBC

 

Nominal value of ordinary shares: £0.01

 

Placing price per share: TBC

 

Amount to be held in treasury: Nil

 

There are no restrictions on the transfer of ordinary shares

 

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

Capital raised on admission: TBC

 

Implied market capitalisation: TBC

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

 

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:

No other exchanges or trading platforms

 

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):

Directors:

Rodger Sargent (Non-executive director)

David Wilkinson (Non-executive director)

Rakhi Parekh (Non-executive director)

 

Proposed Directors:

Peter Scott (Executive Chairman)

Robin Price (Group Finance Director)

Ian Maude (Group Development 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):

Before Admission:

 

Shareholder

% interest

Marlborough Fund Managers Ltd

11.7%

Candy Ventures S.A.R.L

10.3%

Courtney Investments Limited

7.0%

Barnard Nominees Limited

6.1%

Commerzbank AG

4.8%

Novum Securities Limited

4.5%

Rodger Sargent

4.2%

Robert Edward Proctor

4.1%

Ganesh Holdings International Limited

3.9%

Monecor (London) Limited

3.9%

Hargreave Hale Limited

3.7%

 

After Admission:

 

TBC

 

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

None

 

(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 2015*

(iii)       30 June 2016, 30 September 2016, 30 June 2017

 

* the principal financial information contained in the Admission Document will be for Agenda 21 Holdings Limited, the principal trading subsidiary of the Company.

 

EXPECTED ADMISSION DATE:

19 November 2015

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

NAME AND ADDRESS OF BROKER:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

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:

From the registered office of the Company:

10 Norwich Street

London

EC4A 1BD

 

From the offices of Numis Securities Limited:

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

The admission document will also be available for download at:

www.mithrilcapital.com

 

The admission document will contain full details regarding the applicant and the admission of its securities.

 

DATE OF NOTIFICATION:

5 November 2015

 

NEW/ UPDATE:

New

 

 

 

 


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