Schedule 1-T.F. & J.H. Braime
25 Maio 2007 - 1:45PM
UK Regulatory
RNS Number:2904X
AIM
25 May 2007
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:
T.F. & J.H. Braime (Holdings) P.L.C. ("Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Hunslet Road, Leeds, LS10 1JZ
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.braimegroup.com
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:
The principal activities of the group are the manufacture of metal presswork and the distribution of bulk
material handling components. The main country of operation is the United Kingdom.
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):
180,000 5% cumulative preference shares of #1 each; 480,000 ordinary shares of 25p each and 960,000 'A' ordinary
shares of 25p each (together, "Shares").
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Not applicable.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
80.3%
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:
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):
Oliver Nicholas Anderson Braime - Chairman
David Howard Brown - Finance Director and Company Secretary
Peter John Osborne Alcock - 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):
Holder Percentage of Issued Share Capital Held
Ordinary shares
Oliver Nicholas Anderson Braime 19.8%
Town Centre Securities plc 15.3%
Patricia Susan Braime 9.8%
Anne-Charlotte Braime 10.1%
Alan Quentin Braime 7.3%
Carl Oliver Braime 7.3%
Pamela Valerie Smith 5.7%
Lois Veronica Deacon 5.0%
Anne Barnes 3.7%
A ordinary shares
Redmayne Nominees Limited 29.7%
(A/c ILT2008L)
BNY (OCS) Nominees Limited 24.2%
Pamela Valerie Smith 4.3%
Gilt Fund Securities 3.7%
Anne Barnes 3.7%
Preference shares
Fiske Nominees Limited 71.7%
(A/c INVES008)
John Thomas Sutton 3.3%
Barbara Lyn McCallister 3.1%
As at the date of notification, and as far as the directors are aware, the full names and holdings of significant
shareholders before and after admission are as set out above.
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
(iii)DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) Not applicable
(iii)30 September 2007(interims to 30 June 2007); 30 June 2008 (audited accounts to 31 December
2007) and 30 September 2008 (interims to 30 June 2008)
EXPECTED ADMISSION DATE:
27 June 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited, Zurich House, Canal Wharf, Leeds LS11 5DB
NAME AND ADDRESS OF BROKER:
WH Ireland Limited, Zurich House, Canal Wharf, Leeds LS11 5DB
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:
Not applicable.
DATE OF NOTIFICATION:
25 May 2007
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:
UKLA Official List
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
1951
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:
Since May 2006, the Company has been in breach of the Listing Rule that states that 25% of a listed company's
share capital must be in public hands. Only 19.7% of the Company's ordinary shares are currently in public hands.
On the basis that the Company is intending to transfer to AIM, the Financial Services Authority has given the
Company a grace period.
The Company was in breach of the Listing Rule which states that a listed company must appoint a registrar unless
it provides financial services and itself performs the functions of a registrar. The Company has now appointed a
registrar.
Other than the breach of the free-float requirement and the requirement that the company must have a registrar,
the Directors can confirm that, following due and careful enquiry, the Company has adhered to the relevant legal
and regulatory requirements.
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.braimegroup.com
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS
OF ITS INVESTING STRATEGY:
With regard to the manufacture of metal presswork, the Company's strategy is to concentrate on developing long
term contracts with customers committed to manufacture in the UK and, with them, to invest in cost effective and
highly automated machinery to enable the Company to remain competitive in a global market.
The Company will continue to distribute worldwide its range of specialised components for the material handling
industry, but with increasing emphasis on its line of electronic control and monitoring equipment for use in
processing facilities.
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:
Leeds City Council's planning officers have approved a detailed planning brief, for the commercial and
residential development of the Company's premises and land on Hunslet Road in Leeds and this brief will form a
guide to prospective developers.
The Board is currently in the process of identifying new premises in the local area in order to relocate the
business into a more modern, cost effective facility. This outcome is subject to the successful marketing of the
site and ultimately on final planning consent being granted by Leeds City Council.
Apart from the planning brief, there has been no significant change since 31 December 2006.
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 the Company have no reason to believe that the working capital available to the group will be
insufficient for at least twelve months from the date of its admission to AIM.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
Not applicable.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
CREST
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
www.braimegroup.com
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
All information equivalent to that required for an admission document is in the public domain.
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.braimegroup.com
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
Not applicable.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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