REG - AIM AssetCo PLC - Schedule One - AssetCo Plc

AssetcoAnnouncement

13/02/2025 08:00

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RNS Number : 9091W  AIM  13 February 2025

 

 

 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:

 AssetCo plc (to be renamed River Global PLC)

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

 30 Coleman Street, London, England, EC2R 5AL

 COUNTRY OF INCORPORATION:

 England and Wales

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

 www.assetco.com (http://www.assetco.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:

 AssetCo is primarily involved in acquiring, managing and operating asset and
 wealth management activities and interests, together with other related
 services. Its main country of operation is the United Kingdom.

 On 28 January 2025, the Company published a Circular (available on its website
 https://www.assetco.com/investor-relations/documents
 (https://www.assetco.com/investor-relations/documents) ) proposing to:

 (i)   implement a reorganisation of its share capital by sub-dividing and
 reclassifying the Company's Existing Ordinary Shares into New A Ordinary
 Shares and New B Shares (the Share Reorganisation);

 (ii)  seek admission to trading on AIM in respect of the New A Ordinary
 Shares;

 (iii) seek admission to trading on AIM in respect of the New B Shares;

 (iv) adopt the Amended Articles;

 (v)  change the name of the Company to River Global PLC pursuant to a
 proposed meeting of the Company's Board.

 The Share Reorganisation will enable a clear division of the economic rights
 attached to the New A Ordinary Shares and the New B Shares, such that existing
 Shareholders and prospective investors who would like to invest in the
 principal equities investment management business can do so exclusively by
 virtue of holding the New A Ordinary Shares, whilst existing Shareholders and
 prospective investors who would like to focus on the Parmenion business can do
 so by virtue of holding the New B Shares.

 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):
 149,292,970 A ordinary shares of £0.005 each, there are no restrictions on
 the transfer of these securities

 149,292,970 B shares of £0.005 each (non-voting), there are no restrictions
 on the transfer of these securities

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 No capital to be raised.

 The market capitalisation of the A ordinary shares and B shares is expected to
 be c. £45m

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 The total number of AssetCo A ordinary shares of £0.005 each not held in
 public hands is 47,627,982 (31.9%).

 The total number of AssetCo B Shares of £0.005 each not held in public hands
 is 47,627,982 (31.9%).

 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:

 None

 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):

 Martin James Gilbert - Executive Chairman.

 Gary Robert Marshall - Chief Financial and Operating Officer.

 Jonathan Donald Sherlock Dawson - Senior Independent Director.

 Tudor Griffith Davies - Non-Executive Director.

 Christopher Harwood Bernard Mills - 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):

                               Number      % of Issued Share Capital

 Name
 Harwood Capital                26,964,500  18.7
 Punter Southall Group Ltd      12,745,800  8.9
 Mr Martin Gilbert              8,892,500   6.2
 Somers                         7,170,960   5.0
 Hargreaves Lansdown Asset Mgt  6,845,971   4.8
 Mr Richard Griffiths           5,700,402   4.0

 Charles Stanley                5,424,407   3.8

 

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

 Not applicable

 (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) 30 September

 (ii) N/A - No Admission Document

 (iii) First 3 reports:

 a. 31 March 2025 (in respect of the full year report to 30 September 2024)

 b. 30 June 2025 (in respect of the half year report to 31 March 2025)

 c. 31 March 2026 (in respect of the full year report to 30 September 2025)

 EXPECTED ADMISSION DATE:

 7 March 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Numis Securities Limited (trading as Deutsche Numis) 45 Gresham St, City of
 London, London EC2V 7BF

 NAME AND ADDRESS OF BROKER:

 Numis Securities Limited (trading as Deutsche Numis) 45 Gresham St, City of
 London, London EC2V 7BF

 Panmure Liberum Limited 25 Ropemaker Street, London EC2Y 9LY

 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 - Quoted Applicant

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 13 February 2025

 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:

 AIM

 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 30 March 2007

 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:

 Confirmed. AssetCo has adhered to all legal and regulatory requirements
 involved in having its securities traded upon AIM.

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

 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
 OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 AssetCo is an AIM listed company primarily involved in acquiring, managing and
 operating asset and wealth management activities and interests, together with
 other related services. The strategy has principally focused on making
 strategic acquisitions and building organic activities in areas of the asset
 and wealth management sector.

 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:

 No significant change, see the trading update provided in the circular dated
 28 January 2025, https://www.assetco.com/investor-relations/documents
 (https://www.assetco.com/investor-relations/documents)

 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 AssetCo confirm that in their opinion having made due and
 careful enquiry, the working capital available to AssetCo and its group will
 be sufficient for its present requirements, that is for at least twelve months
 from the date of admission.

 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

 None

 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
 SECURITIES:

 A Ordinary Share and B Shares can be settled in CREST.

 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:

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

 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
 CURRENTLY PUBLIC:

 None. See circular dated 28 January 2025,
 https://www.assetco.com/investor-relations/documents
 (https://www.assetco.com/investor-relations/documents)

 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.assetco.com/investor-relations/annual-reports
 (http://www.assetco.com/investor-relations/annual-reports)

 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

 A total number of AssetCo A ordinary shares of £0.005 each in issue is
 149,292,970 of which 5,354,770 will be held in treasury from Admission.

 A total number of AssetCo B shares of £0.005 each in issue is 149,292,970 of
 which 5,354,770 will be held in treasury from Admission.

 

 

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

 

Not applicable

 

(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) 30 September

(ii) N/A - No Admission Document

(iii) First 3 reports:

a. 31 March 2025 (in respect of the full year report to 30 September 2024)

b. 30 June 2025 (in respect of the half year report to 31 March 2025)

c. 31 March 2026 (in respect of the full year report to 30 September 2025)

 

 

EXPECTED ADMISSION DATE:

 

7 March 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Numis Securities Limited (trading as Deutsche Numis) 45 Gresham St, City of
London, London EC2V 7BF

 

NAME AND ADDRESS OF BROKER:

 

Numis Securities Limited (trading as Deutsche Numis) 45 Gresham St, City of
London, London EC2V 7BF

 

Panmure Liberum Limited 25 Ropemaker Street, London EC2Y 9LY

 

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 - Quoted Applicant

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

13 February 2025

 

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:

 

AIM

 

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

 

30 March 2007

 

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:

 

Confirmed. AssetCo has adhered to all legal and regulatory requirements
involved in having its securities traded upon AIM.

 

 

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

 

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

 

AssetCo is an AIM listed company primarily involved in acquiring, managing and
operating asset and wealth management activities and interests, together with
other related services. The strategy has principally focused on making
strategic acquisitions and building organic activities in areas of the asset
and wealth management sector.

 

 

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:

 

No significant change, see the trading update provided in the circular dated
28 January 2025, https://www.assetco.com/investor-relations/documents
(https://www.assetco.com/investor-relations/documents)

 

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 AssetCo confirm that in their opinion having made due and
careful enquiry, the working capital available to AssetCo and its group will
be sufficient for its present requirements, that is for at least twelve months
from the date of admission.

 

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

 

None

 

 

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:

 

A Ordinary Share and B Shares can be settled in CREST.

 

 

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:

 

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

 

 

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:

 

None. See circular dated 28 January 2025,
https://www.assetco.com/investor-relations/documents
(https://www.assetco.com/investor-relations/documents)

 

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.assetco.com/investor-relations/annual-reports
(http://www.assetco.com/investor-relations/annual-reports)

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

 

A total number of AssetCo A ordinary shares of £0.005 each in issue is
149,292,970 of which 5,354,770 will be held in treasury from Admission.

 

A total number of AssetCo B shares of £0.005 each in issue is 149,292,970 of
which 5,354,770 will be held in treasury from Admission.

 

 

 

 

 

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