REG - AIM Earnz PLC - Schedule One - EARNZ PLC

EarnzAnnouncement

13/08/2024 08:00

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RNS Number : 1491A  AIM  13 August 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:

 EARNZ plc ("EARNZ" or the "Company")

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

 First Floor

 Holborn Gate

 330 Holborn

 London WC1V 7QT

 COUNTRY OF INCORPORATION:

 England & Wales

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

 https://earnzplc.com/ (https://earnzplc.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:

 EARNZ plc is an AIM Rule 15 cash shell, which is required to make an
 acquisition or acquisitions which constitute a reverse takeover by 31 August
 2024. The Company has stated previously that it was looking for acquisitions
 in the energy services sector and the Board believes that the acquisitions
 represent an opportunity which aligns with the Company's corporate strategy to
 capitalise on the drive for global decarbonisation and will provide a platform
 for future growth both organically and inorganically through further
 acquisitions in the energy services sector. Each acquisition is considered by
 the Directors to be complementary to the core ambition of the Company and
 earnings enhancing.

 The Company has identified and agreed commercial terms with the vendors of the
 following two companies which operate in the energy services sector. The
 acquisitions are classified as reverse takeovers pursuant to AIM Rule 14 and
 are therefore conditional on shareholders' approval which is to be sought at a
 general meeting of the Company to be held on 27 August 2024. Details of each
 of the companies are set out below:

 ·    Cosgrove & Drew Ltd ("C&D"), which was incorporated in 2015
 is an award-winning asset and energy support services company which focuses on
 two key services: (i) major projects, self-delivering mechanical engineering
 projects for mainly commercial sites within the public sector; and (ii)
 facilities management, providing maintenance, compliance or reactive services
 of client facilities for heating and plumbing; and

 ·    South West Heating Services Ltd ("SWHS"), which was incorporated in
 2019 and provides heating and installation maintenance services largely for
 domestic insurance claims, while also offering its services directly to
 domestic households.

 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):

 103,848,187 Ordinary Shares of 4 pence each ("Ordinary Shares")

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

 Capital to be raised: £2.05 million of which £1.56 million is EIS/VCT
 qualifying

 Secondary offering: None

 Anticipated market capitalisation on Re-Admission: £7.79 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 45.19 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:

 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):

 Robert "Bob" Holt OBE (Executive Chair)

 Elizabeth Janet Lake (Chief Financial Officer)

 John William Charles Charlton (Executive Director)

 Linda Jane Main (Senior Independent Director)

 Sandra Diana Skeete (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                              Percentage of Ordinary Shares as at date of this document  Anticipated percentage of Ordinary Share post-Re-Admission
 Gresham House                            10.00                                                      24.09
 GForce Capital                          9.06                                                       5.49
 Bob Holt(1,2)                            7.63                                                       10.46
 Oakglen Wealth Limited                   5.83                                                       3.53
 Pentwater Capital Management Europe LLP  3.92                                                       5.59
 Trium Capital                            3.18                                                         1.93

 1) Includes 0.09% of the Company's voting rights held by his wife Angela
 Burnett with the balance being held in his SSAS

 2) Bob Holt is also a 33% shareholder in C&D

 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 (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)        31 December 2023 (in respect of C&D), 31 March 2024 (in
 respect of SWHS for the 9 months ended 31 March 2024)

 (iii)       30 September 2024 (in respect of the half yearly report to
 30 June 2024)

 30 June 2025 (in respect of annual report to 31 December 2024)

 30 September 2025 (in respect of half yearly report to 30 June 2025)

 EXPECTED ADMISSION DATE:

 29 August 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Shore Capital and Corporate Limited

 Cassini House

 57 St James's Street

 London SW1A 1LD

 NAME AND ADDRESS OF JOINT BROKERS:

 Shore Capital Stockbrokers Limited

 Cassini House

 57 St James's Street

 London SW1A 1LD

 Zeus Capital Limited

 Stock Exchange Tower

 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:

 The admission document is available on the Company's website
 (https://earnzplc.com/reports-and-presentations
 (https://earnzplc.com/reports-and-presentations) )

 The admission document contains full details about the applicant and the
 admission of its securities.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Company has adopted the QCA Corporate Governance Code (November 2023
 edition), published by the Quoted Companies Alliance.

 DATE OF NOTIFICATION:

 13 August 2024

 NEW/ UPDATE:

 New

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 (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)        31 December 2023 (in respect of C&D), 31 March 2024 (in
respect of SWHS for the 9 months ended 31 March 2024)

(iii)       30 September 2024 (in respect of the half yearly report to
30 June 2024)

30 June 2025 (in respect of annual report to 31 December 2024)

30 September 2025 (in respect of half yearly report to 30 June 2025)

 

EXPECTED ADMISSION DATE:

 

 

29 August 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Shore Capital and Corporate Limited

Cassini House

57 St James's Street

London SW1A 1LD

 

 

NAME AND ADDRESS OF JOINT BROKERS:

 

Shore Capital Stockbrokers Limited

Cassini House

57 St James's Street

London SW1A 1LD

 

 

Zeus Capital Limited

Stock Exchange Tower

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:

 

The admission document is available on the Company's website
(https://earnzplc.com/reports-and-presentations
(https://earnzplc.com/reports-and-presentations) )

 

The admission document contains full details about the applicant and the
admission of its securities.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company has adopted the QCA Corporate Governance Code (November 2023
edition), published by the Quoted Companies Alliance.

 

DATE OF NOTIFICATION:

 

13 August 2024

 

NEW/ UPDATE:

 

New

 

 

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