REG - AIM - Schedule One - Amcomri Group plc

Argo InvestmentsAnnouncement

05/12/2024 10:00

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RNS Number : 9508O  AIM  05 December 2024

 

 

 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:
 Amcomri Group plc (the "Company" and together with its subsidiaries the
 "Group")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 46-48 Beak Street, London, United Kingdom, W1F 9RJ

 COUNTRY OF INCORPORATION:
 England & Wales

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

 Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating
 and enhancing specialist engineering services and industrial manufacturing
 businesses that provide technical services to major UK infrastructure,
 transportation and energy companies and bespoke mission-critical services to a
 diverse range of sectors and markets.

 The Group currently operates through the following two divisions:

 (i)   Embedded Engineering Division: provides specialist technical and
 engineering services for major industrial, infrastructure and transportation
 clients, typically with complex technical needs and undertaken in operating
 environments where safety and compliance performance are critical
 requirements. The division predominantly provides engineering services and
 support for their clients' capital intensive, mission-critical assets such as
 high voltage electrical transmission systems, petrochemical and continuous
 process operations, and large power generation plants.

 (ii)  B2B Manufacturing Division: focuses on selective niche B2B markets or
 businesses, where the Group has identified an opportunity to achieve enhanced
 financial performance by leveraging an initially strong competitive market
 position combined with the Group's business improvement capabilities.

 The Group operates across a diverse range of sectors and markets, including
 industrial, infrastructure and mass transportation. The Group deploys a
 structured "Buy, Improve, Build" strategy with a track record of value
 enhancing acquisitions in the industrial environment. It has a particular
 focus on leveraging the Group's experience and track record in relation to
 acquisitions arising from owner manager 'retirement' situations, where there
 are no, or limited, alternative plans for succession to sustain the enterprise
 value present within the target business.

 The Group has been created through a series of 16 successful acquisitions,
 comprising the acquisition of 12 operating companies and 4 bolt-on
 asset/business purchases, each of which has been integrated into the Group.
 The Group's businesses have grown organically and are well placed to take
 advantage of generally positive conditions in their respective end markets.
 This strategic approach has delivered compound annual Group revenue growth of
 48.8 per cent. between FY21 and FY23.

 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):
 TBC ordinary shares of £0.01 each in the capital of the Company ("Ordinary
 Shares").

 No Ordinary Shares are or will be held in treasury.

 The Ordinary Shares will be freely transferable and have no restrictions as to
 transfer placed on them.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 £TBC million to be raised for the Company through the placing of new Ordinary
 Shares.

 Anticipated market capitalisation on admission at the placing price: £TBC
 million.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 TBC 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

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 N

 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):
 Tanya Raynes, Independent Non-executive Chair

 Paul Patrick McGowan, Co-Founder and Non-executive Deputy Chair

 Hugh Mark Whitcomb, Co-Founder and Chief Executive Officer

 Siobhán Tyrrell, Chief Financial Officer

 Mark Patrick O'Neill, Investment Director

 Fraser James Gray, Independent Non-executive Director

 Peter Tierney, Independent 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                      % of issued share capital immediately prior to Admission  % of issued share capital on Admission
 Amcomri Holdings Limited(1)      40.45%                                                    TBC%
 Hilco Inc.(2)                    18.81%                                                    TBC%
 Stephill Investments Limited(3)  9.27%                                                     TBC%
 Paul Mc Gowan(1)                 4.03%                                                     TBC%
 Mark O'Neill                     3.74%                                                     TBC%
 Laurence Howard                  3.71%                                                     TBC%
 Rhiannon Mc Gowan                3.57%                                                     TBC%
 Niall Mc Gowan                   3.57%                                                     TBC%
 Tiernan Mc Gowan                 3.57%                                                     TBC%

Notes:

 1.  Paul Mc Gowan holds 20,233,470 Ordinary Shares through his private
 investment company, Amcomri Holdings and a further 2,017,342 Ordinary Shares
 are held in his own name. Each of Paul Mc Gowan's children (Rhiannon, Tiernan
 and Niall Mc Gowan) are interested in 4.044 per cent. of Amcomri Holdings.
 Paul Mc Gowan holds the remaining 87.87 per cent. of Amcomri Holdings.

 2.  Jeffrey Hecktman's shareholding is registered in the name of Hilco Inc.

 3.  Hugh Whitcomb's family shareholding is registered in the name of Stephill
 Investments Limited.

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

 (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 2024

 (iii)       30 June 2025 (annual accounts for the year ending 31
 December 2024), 30 September 2025 (half year report for the six months ending
 30 June 2025) and

 30 June 2026 (annual accounts for the year ending 31 December 2025)

 EXPECTED ADMISSION DATE:
 19 December 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Cavendish Capital Markets Limited

 One Bartholomew Close

 London

 EC1A 7BL

 NAME AND ADDRESS OF BROKER:
 Cavendish Capital Markets Limited

 One Bartholomew Close

 London

 EC1A 7BL

 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:
 www.amcomrigroup.com (http://www.amcomrigroup.com)

 The Company's admission document will contain full details about the applicant
 and the admission of its securities.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 QCA Corporate Governance Code

 DATE OF NOTIFICATION:
 5 December 2024

 NEW/ UPDATE:
 NEW

Notes:

1.  Paul Mc Gowan holds 20,233,470 Ordinary Shares through his private
investment company, Amcomri Holdings and a further 2,017,342 Ordinary Shares
are held in his own name. Each of Paul Mc Gowan's children (Rhiannon, Tiernan
and Niall Mc Gowan) are interested in 4.044 per cent. of Amcomri Holdings.
Paul Mc Gowan holds the remaining 87.87 per cent. of Amcomri Holdings.

2.  Jeffrey Hecktman's shareholding is registered in the name of Hilco Inc.

3.  Hugh Whitcomb's family shareholding is registered in the name of Stephill
Investments Limited.

 

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

N/A

 

(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 2024

 

(iii)       30 June 2025 (annual accounts for the year ending 31
December 2024), 30 September 2025 (half year report for the six months ending
30 June 2025) and

30 June 2026 (annual accounts for the year ending 31 December 2025)

 

 

EXPECTED ADMISSION DATE:

19 December 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

 

NAME AND ADDRESS OF BROKER:

Cavendish Capital Markets Limited

One Bartholomew Close

London

EC1A 7BL

 

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:

www.amcomrigroup.com (http://www.amcomrigroup.com)

 

The Company's admission document will contain full details about the applicant
and the admission of its securities.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

5 December 2024

 

NEW/ UPDATE:

NEW

 

 

 

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