Schedule 1 - Drury Lane Capital plc
08 Agosto 2008 - 5:55AM
UK Regulatory
RNS Number : 9479A
AIM
08 August 2008
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:
DRURY LANE CAPITAL PLC (to be renamed Advanced Computer Software Plc subject
to shareholder approval at a general meeting on 26 August 2008)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
20 Black Friars Lane
London EC4V 6HD
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.drurylanecapital.com
www.drurylanecapital.co.uk
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Drury Lane Capital Plc was admitted to trading on AIM on 30 October 2006 with
the purpose of acquiring and managing companies and businesses in sectors
where the Directors believe there are opportunities for consolidation, with
particular focus on those sectors undergoing structural, technological and/or
regulatory change. The Company was established to focus on businesses based
in the UK, Europe and North America.
It was announced on 23 July 2008 that the Company had entered into a
conditional agreement to acquire the whole of the issued share capital of
Adastra Software Limited for total consideration of �12.2 million. The
Company will, following the proposed acquisition, be a holding company of
Adastra. The proposed acquisition is a reverse takeover under Rule 14.
Adastra provides a specialist medical event management, data distribution and
clinical support software application to urgent and unscheduled "operational
hub" healthcare provider services. Adastra's UK customer base comprises
approximate
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):
190,920,170 Ordinary Shares of 10 pence each, including 86,088,235 new
Ordinary Shares issued at a Placing Price of 17 pence
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION:
Capital to be raised: �14.6 million
Anticipated market capitalisation: �32.5 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
60.8 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
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):
Existing Directors
David Jeffreys Williams (Non-Executive Chairman - to resign on Admission)
James Henry Merrick Corsellis (Executive Director - to resign on Admission)
Mark Irvine John Watts (Executive Director - to become a Non-Executive Director on
Admission)
Benjamin Howard Shaw (Non-Executive Director - to resign on Admission)
Proposed Directors - to be appointed on Admission
Michael Edward Wilson Jackson (Chairman)
Vinodka ("Vin") Murria (Chief Executive Officer)
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):
Percentage holding before admission
%
Marwyn Neptune Fund LP 88.9%
Killik & Co* 11.1%
* Killik & Co. hold the Ordinary Shares on behalf of their clients as a discretionary private client broker.
Percentage holding after admission
Marwyn Neptune Fund LP 21.0%
The Drury Lane Employee Benefit Trust 10.2%
ISIS Equity Partners LP 9.2%
Lynn Woods 8.5%
Vin Murria 7.7%
James Berry 7.3%
Close Investments Limited 6.8%
Hargreave Hale Limited 5.1%
NVM Private Equity Limited 4.6%
Credit Suisse Asset Management Limited 3.1%
Artemis Investment Management Limited 3.1%
Anthony Hayes 3.1%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
1. ANTICIPATED ACCOUNTING REFERENCE DATE
2. DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
4. 31 December
5. 31 December 2007 for the Company and 29 February 2008 for Adastra
6. Interims to 30 June 2008 to be released by 30 September 2009, year end to 31 December 2008 to be released by 30 June 2009;
interims to 30 June 2009 to be released by 30 September 2009
EXPECTED ADMISSION DATE:
27 August 2008 ("Admission"). Further shares will be admitted on 28 and 29 August 2008, via a split admission process
NAME AND ADDRESS OF NOMINATED ADVISER:
Collins Stewart Europe Limited, 9th Floor, 88 Wood Street, London EC2V 7QR
NAME AND ADDRESS OF BROKER:
Collins Stewart Europe Limited, 9th Floor, 88 Wood Street, London EC2V 7QR
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:
Copies of the Admission Document will be available free of charge to the public during normal business hours (Saturdays, Sundays and
public holidays excepted) at the offices of Collins Stewart Europe Limited, 9th Floor, 88 Wood Street, London EC2V 7QR from the date of
Admission until at least one month from the date of Admission in accordance with Rule 3 of the AIM Rules for Companies. The Admission
Document contains full details about the applicant and the admission of its securities
DATE OF NOTIFICATION:
8 August 2008
NEW/ UPDATE:
NEW
This information is provided by RNS
The company news service from the London Stock Exchange
END
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