REG - AIM Creightons PLC - Schedule One - Creightons plc

CreightonsAnnouncement

28/02/2025 07:30

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RNS Number : 7656Y  AIM  28 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:
 Creightons plc (the "Company" or "Creightons")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 1210 Lincoln Road

 Werrington

 Peterborough

 Cambridgeshire

 PE4 6ND

 COUNTRY OF INCORPORATION:
 United Kingdom (England and Wales)

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 https://www.creightonsplc.com/ (https://www.creightonsplc.com/)

 On the Company's admission to AIM ("Admission"), the above website address
 will contain all information required by AIM Rule 26.

 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:
 Creightons is an award-winning British company, established in 1975. The
 Company focuses on the design, development and manufacture of products in the
 beauty and personal care industry, across a broad multi-product offering.

 The Company is currently listed on the Equity Shares (Commercial Companies)
 category of the Official List of the Financial Conduct Authority and admitted
 to trading on the London Stock Exchange's main market for listed securities.
 The Company's main country of operation is the UK.

 The Company's operations are broadly organised into three business streams:
 (i) private label; (ii) own brand; and (iii) contract manufacturing.

 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):
 70,035,383 ordinary shares of £0.01 each ("Ordinary Shares").

 As at the date of this Schedule One announcement, the Company holds 1,600,000
 Ordinary Shares in Treasury.

 There are no restrictions as to the transferability of the Ordinary Shares.
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:
 No capital is being raised in connection with Admission.

 Based on a share price of 34 pence per Ordinary Share being the price as at
 close of business on the business day immediately prior to the date of this
 Schedule One announcement, the anticipated market capitalisation of the
 Company on Admission will be £23 million.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 The anticipated proportion of Ordinary Shares not in public hands on Admission
 is approximately 27 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:
 No application to any other Exchange or Trading Platform will be made.

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)
 No

 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):
 Paul Forster (Non-Executive Chairman)

 Philippa (Pippa) Beatrice Euphemia Clark (CEO)

 Martin Stevens (Deputy Group Managing Director)

 William (Bill) Torrance Glencross (Non-Executive Director)

 Nicholas (Nick) Desmond John O'Shea (Non-Executive Director)

 Brian Samuel Geary (Non-Executive Director)

 Paul Richard Watts (Independent Non-Executive Director)

 Jemima Chloe Bird (Proposed 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 interests are not anticipated to differ materially between before
 and after Admission.

            Prior to Admission
 Name                    Number of Ordinary Shares  Percentage of Issued Share Capital before and after Admission
 Schroders plc           7,100,000                  10.4%
 Brian and Elaine Geary  7,050,323                  10.3%
 William McIlroy         5,469,275                  8.0%
 GPIM Limited            4,491,500                  6.6%
 Gavin and Sian Smith    2,239,435                  3.3%

 

 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 March

 (ii)        N/A - Admission to AIM being sought via the Designated
 Markets Route, with Creightons currently being listed on the Equity Shares
 (Commercial Companies) category of the Official List.

 (iii)       30 September 2025 (audited annual results for the year
 ending 31 March 2025)

 31 December 2025 (unaudited interim results for the 6 months ending 30
 September 2025)

 30 September 2026 (audited annual results for the year ending 31 March 2026)

 EXPECTED ADMISSION DATE:
 31 March 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Zeus Capital Limited

 125 Old Broad Street

 London

 EC2N 1AR

 NAME AND ADDRESS OF BROKER:
 Zeus Capital Limited

 125 Old Broad Street

 London

 EC2N 1AR

 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:
 N/A - applicant is a quoted applicant

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 Quoted Companies Alliance Corporate Governance Code

 DATE OF NOTIFICATION:
 28 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:
 The Company is currently listed on the Equity Shares (Commercial Companies)
 category of the Official List of the Financial Conduct Authority and admitted
 to trading on the London Stock Exchange's Main Market for listed securities.

 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
 30 August 1994

 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:
 The Company confirms, following due and careful enquiry, that it has adhered
 to all legal and regulatory requirements applicable to companies whose
 securities are admitted to listing on the Financial Conduct Authority's
 Official List and to trading on the London Stock Exchange's Main Market for
 listed securities.

 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:
 https://www.creightonsplc.com/investors

 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
 OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
 Creightons' strategy is to build a core foundation for a higher growth,
 sustainable business. This will be achieved as follows:

 ·    Building brands focusing on core skills in skin care, haircare, and
 bath and body, utilising extensive R&D and product development expertise;

 ·    Expanding the private label business and contract manufacturing for
 third-party brands owners by focusing on customers and product categories that
 utilise market knowledge, technical strengths in product development and
 flexible manufacturing capabilities;

 ·    Developing the team and people such that all employees can develop
 their skills to fulfil their ambitions, and to enable them to contribute to
 achieving the Group's target of delivering sustainable growth;

 ·    Maintaining a core, stable foundation by continuously review
 operating procedures and costs in line with revenue activity;

 ·    Focusing on R&D to develop cutting edge products based on
 consumer needs; and

 ·    Investing in manufacturing and capabilities to increase capacity and
 flexibility.

 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:
 Save as disclosed in: (i) the interim results for the financial period ended
 30 September 2024 issued on 28 November 2024; (ii) the Delisting and Notice of
 General Meeting circular issued on 6 February 2025; and (iii) this Schedule
 One Announcement, there has been no significant change in the financial or
 trading position of the Company since 31 March 2024, being the end of the last
 financial period for which audited financial statements have been published.

 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 have no reason to believe that the working capital available to
 the Company or the Group will be insufficient for at least 12 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:
 Settlement will continue to be through the Euroclear System for dealings in
 Ordinary Shares held in uncertificated form. Ordinary Shares can also be dealt
 with in certificated form.

 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:
 https://www.creightonsplc.com/investors

 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
 CURRENTLY PUBLIC:
 Information is contained within the Appendix to this Schedule One
 announcement, available on the Company's website at
 https://www.creightonsplc.com/investors

 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:
 https://www.creightonsplc.com/investors/reports-and-accounts

 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
 As at the date of this Schedule One announcement, the Company holds 1,600,000
 Ordinary Shares in Treasury.

 

 

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 March

 

(ii)        N/A - Admission to AIM being sought via the Designated
Markets Route, with Creightons currently being listed on the Equity Shares
(Commercial Companies) category of the Official List.

 

(iii)       30 September 2025 (audited annual results for the year
ending 31 March 2025)

31 December 2025 (unaudited interim results for the 6 months ending 30
September 2025)

30 September 2026 (audited annual results for the year ending 31 March 2026)

 

EXPECTED ADMISSION DATE:

31 March 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

 

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

 

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:

N/A - applicant is a quoted applicant

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

 

DATE OF NOTIFICATION:

28 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:

The Company is currently listed on the Equity Shares (Commercial Companies)
category of the Official List of the Financial Conduct Authority and admitted
to trading on the London Stock Exchange's Main Market for listed securities.

 

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

30 August 1994

 

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:

The Company confirms, following due and careful enquiry, that it has adhered
to all legal and regulatory requirements applicable to companies whose
securities are admitted to listing on the Financial Conduct Authority's
Official List and to trading on the London Stock Exchange's Main Market for
listed securities.

 

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:

https://www.creightonsplc.com/investors

 

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

Creightons' strategy is to build a core foundation for a higher growth,
sustainable business. This will be achieved as follows:

 

·    Building brands focusing on core skills in skin care, haircare, and
bath and body, utilising extensive R&D and product development expertise;

·    Expanding the private label business and contract manufacturing for
third-party brands owners by focusing on customers and product categories that
utilise market knowledge, technical strengths in product development and
flexible manufacturing capabilities;

·    Developing the team and people such that all employees can develop
their skills to fulfil their ambitions, and to enable them to contribute to
achieving the Group's target of delivering sustainable growth;

·    Maintaining a core, stable foundation by continuously review
operating procedures and costs in line with revenue activity;

·    Focusing on R&D to develop cutting edge products based on
consumer needs; and

·    Investing in manufacturing and capabilities to increase capacity and
flexibility.

 

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:

Save as disclosed in: (i) the interim results for the financial period ended
30 September 2024 issued on 28 November 2024; (ii) the Delisting and Notice of
General Meeting circular issued on 6 February 2025; and (iii) this Schedule
One Announcement, there has been no significant change in the financial or
trading position of the Company since 31 March 2024, being the end of the last
financial period for which audited financial statements have been published.

 

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 have no reason to believe that the working capital available to
the Company or the Group will be insufficient for at least 12 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:

Settlement will continue to be through the Euroclear System for dealings in
Ordinary Shares held in uncertificated form. Ordinary Shares can also be dealt
with in certificated form.

 

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

https://www.creightonsplc.com/investors

 

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

Information is contained within the Appendix to this Schedule One
announcement, available on the Company's website at
https://www.creightonsplc.com/investors

 

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:

https://www.creightonsplc.com/investors/reports-and-accounts

 

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

As at the date of this Schedule One announcement, the Company holds 1,600,000
Ordinary Shares in Treasury.

 

 

 

 

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