AIM Schedule 1 - Shellproof plc (3065O)
10 Oktober 2012 - 8:30AM
UK Regulatory
TIDMSHLP
RNS Number : 3065O
AIM
10 October 2012
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
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COMPANY NAME:
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Shellproof PLC
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
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7 Cowley Street, London SW1P 3NB
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COUNTRY OF INCORPORATION:
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England and Wales
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
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www.shellproofplc.com (available upon admission)
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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:
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Admission is being sought as a result of a reverse take-over
under Rule 14 of Shellproof Limited.
The business strategy is to create a prestigious English sparkling
wine production, sales and distribution business. Through the
acquisition and establishment of approximately 150 acres of
vineyards and the construction of a winery, Shellproof PLC
aims to produce leading examples of English sparkling wine.
It is intended that the vineyards and winery will be located
in West Sussex within, or in close proximity to the South Downs
National Park. The business plan is based on approximately
150 acres of vineyards. In full production these vineyards
are expected to produce grapes sufficient for approximately
400,000 bottles of sparkling wine which would make the Enlarged
Group one of the leading producers of English sparkling wine.
There are three principal components involved in developing
the business to be operated by Shellproof PLC:
i. The Vineyards
These will contain or be planted with grape varieties suitable
for English sparkling wine such as Pinot Noir, Pinot Meunier
and Chardonnay. The 150 acre target is expected to come from:
-- The Freehold Property - 13 acres, of which 10 acres are
planted with mature vines, to be acquired in accordance with
the terms of the Acquisition Agreement as a freehold purchase.
-- The FBT Site - 27 acres.
-- Other sites locally, up to a further 110 acres, which are
expected to be on similar long term farm business tenancies
similar to the Farm Business Tenancy will be identified and
planted over the course of the next few years. During the early
years, in order to meet its production plans, the Shellproof
PLC will continue to buy in grapes and process these in other
local wineries on a contract basis. Shellproof PLC currently
has stocks of approximately 25,000 bottles.
Shellproof PLC may also consider the acquisition of freehold
land and mature vineyards if suitable opportunities arise.
ii. The Winery
Shellproof PLC intends to build a winery on one of its target
sites, subject to obtaining the relevant planning consents.
It is likely that the winery would be acquired via a leasehold
arrangement with commencement contingent on planning. The winery
would be expected to be commissioned towards the end of 2014.
The winery and related storage facility would carry out grape
crushing, juice extraction, fermentation, secondary fermentation
and other processes involved in the production of sparkling
wine. The buildings would also accommodate bottling and storage
facilities as well as a small visitor centre.
iii. Sales & Marketing
At a mature production level of approximately 400,000 bottles,
the business is expected to be positioned as one of the leading
producers of English sparkling wine. Sales and marketing will
include:
-- Branding and related support: A brand name or names will
be chosen to reflect the perceived brand values of the product.
The Directors believe that branding will be assisted by the
perceived quality of the region's "terroir". This region on
which Shellproof Wines is based already has established vineyards
for some of the leading English sparkling wine producers. The
region benefits from an attractive setting with particular
soil and climatic conditions which have already produced a
number of award winning sparkling wines.
-- Distribution: Distribution will include direct sales via
a visitor centre, other local direct sales, online and mail-order
purchases, export sales and selected national distribution.
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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):
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8,000,002 ordinary shares of 50 pence each.
No shares are held in treasury.
The shares are freely transferable and have no restrictions
placed on them.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED
MARKET CAPITALISATION ON ADMISSION:
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None - anticipated market capitalisation, approximately GBP4
million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
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77.3%
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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:
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None
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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):
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Ian George Robinson, Non-Executive Chairman;
Andrew Stephen Wilson, Non-Executive Director;
Benjamin James Walgate, Chief Executive Officer
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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):
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Lord Ashcroft KCMG - 6,093,616 ordinary shares (76.2% of issued
share capital) before and after admission
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
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None
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(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:
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(i) 31 March
(ii) 31 March 2012
(iii) 31 December 2012, 30 September 2013, 31 December 2013
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EXPECTED ADMISSION DATE:
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24 October 2012
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NAME AND ADDRESS OF NOMINATED ADVISER:
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Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS
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NAME AND ADDRESS OF BROKER:
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Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS
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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:
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Cenkos Securities plc
6.7.8 Tokenhouse Yard
London EC2R 7AS
The Admission Document will contain full details about Shellproof
PLC and the admission of its securities.
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DATE OF NOTIFICATION:
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10 October 2012
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NEW/ UPDATE:
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New
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This information is provided by RNS
The company news service from the London Stock Exchange
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