REG - AIM Hornby PLC - Schedule One - Hornby plc <Origin Href="QuoteRef">HRN.L</Origin>

HornbyAnnouncement

16/07/2015 15:16

RNS Number : 9682S
AIM
14 July 2015
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:
Hornby Plc (also referred to in this document as "Hornby" or "the Group").
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Westwood
Margate
Kent
CT9 4JX
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.hornby.plc.uk
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:
Hornby is a British based international hobby products manufacturer and distributor - brands include Hornby, Scalextric, Electrotren, Lima, Jouef, Rivarossi, Arnold, Airfix, Humbrol and Corgi. 
The Group's principal business is the development, production and supply of hobby and toy products. The Group distributes its products through a network of specialist and multiple retailers throughout the UK and overseas.
Hornby's main country of operation is in the United Kingdom.
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):
Number of shares to be admitted: 54,953,574
Type and nominal value of shares: Ordinary shares of 1 pence each
Included in the above number of shares are 15,789,474 placing shares with an issue price of 95 pence
Shares to be held in treasury: None
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
New capital to be raised on admission to AIM: 15.0 million
Anticipated market capitalisation (based on 95p placing price) on admission to AIM: c.52.2m
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
53%
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:
N/A AIM only
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):
Roger Timothy Canham (Chairman)
Richard Jonathan Ames (CEO)
Stephen (Steve) Andrew Cooke (Finance Director) 
David Alexander Robertson Adams (Non-Executive Director)
Charles (Charlie) Jerome Caminada (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):
Before admission:
Shareholder
Before
After
New Pistoia Income
23.3%
23.3%
Phoenix Asset Management Partners
29.6%
29.6%
Ruffer LLP
Hargreave Hale Ltd
7.2%
Below 3%
8.7%
5.7%
Artemis Investment Management LLP
3.4%
Below 3%



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 March
ii) 31 March 2015
iii) 30 September 2015 (Annual Report and Accounts for the year ended 31 March 2015), 31 December 2015 (Half Year Report for the six months to 30 September 2015), 30 September 2016 (Annual Report and Accounts for the year ended 31 March 2016)
EXPECTED ADMISSION DATE:
12 August 2015
NAME AND ADDRESS OF NOMINATED ADVISER:
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
NAME AND ADDRESS OF BROKER:
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London
EC4M 7LT
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 - quoted applicant
DATE OF NOTIFICATION:
14 July 2015
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:
Premium segment of the FCA's Official List / Main Market of the London Stock Exchange.
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
2 August 1996
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 Group has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List (premium segment) and the regulated market of the London Stock Exchange plc.
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:
http://www.hornby.plc.uk/?page_id=4675
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
The Board's strategic mission remains to be the most successful model, hobby, and collectible toy company in the world and create an improvement in Shareholder value by ongoing investment in Hornby's business.
The net proceeds of the placing will be used by the Company to repay part of the Group's existing bank debt and the balance is intended to form part of the Company's general working capital requirements going forward. 
In particular, the net proceeds of the Placing will be used:
- to repay part of the Group's existing bank debt
- to accelerate the implementation of the Group growth strategy
- for the general working capital requirements of the Group 
- to pay individual transaction costs in connection with the proposals
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:
As disclosed in the circular issued to the Company's shareholders dated 18 June 2015 detailing, amongst other things, the 15m equity placing on AIM and a new 4 year 10m revolving credit facility from Barclays conditional upon the Placing and Admission to AIM, with a view to materially deleveraging the Company's balance sheet, to provide the Company with a strengthened and sustainable long term capital structure, there has been no significant change in the financial or trading position of the Company which has occurred since 31 March 2015, being the date to which the Company's most recently published audited financial statements have been prepared.
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 Hornby plc have no reason to believe that the working capital available to it and its Group will be insufficient for at least twelve months from the date of its admission.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
N/A none
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
Settlement will be through the CREST system for uncertificated shares. Shareholders can also deal based on share certificates.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
http://www.hornby.plc.uk/annual-reports/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
Please see the Group Circular and the Appendix to this Schedule 1 announcement which are available at http://www.hornby.plc.uk/
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:
http://www.hornby.plc.uk/annual-reports/
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
None

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The company news service from the London Stock Exchange
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