REG - AIM Maintel Holdings PLC - Schedule 1 - Maintel Holdings Plc <Origin Href="QuoteRef">MAIH.L</Origin>

Maintel HoldingsAnnouncement

14/04/2016 11:35

RNS Number : 2147V
AIM
14 April 2016
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:
Maintel Holdings plc ( "Maintel" or the "Company")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
160 Blackfriars Road
London
SE1 8EZ 
COUNTRY OF INCORPORATION:
United Kingdom
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.maintel.co.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:
Maintel intends to acquire Warden Holdco Limited and Warden Midco Limited being, respectively, the holding company and intermediate holding company of Azzurri Communications and its subsidiaries ("Azzurri Communications") (the "Acquisition"). Following completion of the Acquisition, the business will be that of both Maintel and Azzurri Communications (together, the "Enlarged Group"). 
Maintel provides a comprehensive portfolio of communication and technology services, delivered on-premise or cloud based, encompassing unified communications, contact centre, workforce optimisation, networking and security, mobile and connectivity services, to mid-market and enterprise customers in both the private and public sector across the UK and Continental Europe.
Azzurri Communications provides a variety of communication services, including telephony, mobile services, document solutions, workforce optimisation, security, unified communications and managed service products.
The Enlarged Group will provide an offering with a broad suite of solutions and services including a network services division, a mobile division; managed services and technology and professional services.
The Enlarged Group's main country of operation is the United Kingdom.
The Acquisition constitutes a reverse takeover under AIM Rule 14. The Acquisition is subject to shareholder approval and certain other conditions precedent, including the delivery of the holdco dragged shares. In the unlikely event that admission occurs and certain conditions precedent are not satisfied or waived, the Acquisition will not complete. In this scenario, the Directors intend that the proceeds of the Placing be invested elsewhere or returned to Shareholders in due course, subject to legal or other restrictions on so doing.
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):
14,197,059 ordinary shares of 1 penny each ("Ordinary Shares").
No shares held in treasury.
No restrictions as to transfer of the securities.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
24.0 million to be raised on Admission.
Anticipated market capitalisation on Admission: 99.4 million (based on the placing price of 700 pence).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
71.5 per cent. 
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:
None
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):
John David Sebastian Booth (Non-Executive Chairman)
Edward (Eddie) Buxton (Chief Executive Officer)
Angus John McCaffery (Executive Director)
Mark Vincent Townsend (Chief Financial Director)
Kevin Stevens (Group Operations Director)
Stuart David Legg (GroupSales and Marketing Director)
Annette Patricia Nabavi (Non-Executive Director)
Nicholas (Nick) James Taylor (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
Following Admission
Name
Number of Existing Ordinary Shares
% of the Existing Ordinary Shares
Number of Ordinary Shares 
% of the Enlarged Share Capital 
J D S Booth
2,760,495
25.6%
3,331,924
23.5%
A J McCaffery
2,055,779
19.1%
2,198,636
15.5%
J A Spens
1,731,171
16.1%
2,088,314
14.7%
Hargreave Hale Limited(1)
1,461,300
13.6%
2,462,340
17.3%
Herald Investment Trust(2)
610,000
5.7%
804,217
5.7%
(1) 1,457,000 of these Ordinary Shares are held for unit trusts operated by Malborough Fund Managers Ltd, for whom Hargreave Hale Limited manages the investments, on a discretionary basis.
(2) John Booth is a shareholder of Herald Investment Trust plc.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None other than disclosed in the admission document dated 8 April 2016.
(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 2015
(iii) 30 September 2016 (six month unaudited results to 30 June 2016); 30 June 2017 (12 month audited full year accounts to 31 December 2016); 30 September 2017 (six month unaudited results to 30 June 2017);
EXPECTED ADMISSION DATE:
28 April 2016
NAME AND ADDRESS OF NOMINATED ADVISER:
finnCap Ltd
60 New Broad Street
London 
EC2M 1JJ
NAME AND ADDRESS OF BROKER:
finnCap Ltd
60 New Broad Street
London 
EC2M 1JJ
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.maintel.co.uk/investors 
The Admission Document contains full details about the Company and the admission of its securities.
DATE OF NOTIFICATION:
14 April 2016
NEW/ UPDATE:
NEW

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