REG - AIM RC Fornax PLC - Schedule One Update - RC Fornax plc

RathbonesAnnouncement

31/01/2025 09:15

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RNS Number : 3574V  AIM  31 January 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:

 RC Fornax plc ("RC Fornax" or the "Company")

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

 Registered Office:

 71-75 Shelton Street

 London WC2H 9JQ

 United Kingdom

 Principal Trading Address:

 Unit 12

 Cranfield Innovation Centre

 Bedford MK43 0BT

 United Kingdom

 COUNTRY OF INCORPORATION:

 England and Wales

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

 https://www.rcfornax.co.uk/ (https://www.rcfornax.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:

 RC Fornax is an established, accredited consultancy business providing
 efficient and bespoke project management solutions, with a focus on operations
 within the UK defence industry.

 The Company was co-founded in 2020 by Paul Reeves (CEO) and Daniel Clark
 (COO), two Royal Air Force veterans, with a combined service tenure of over 24
 years. Having worked in the industry, the co-founders identified that the
 consulting defence market was dominated by slow-moving, larger companies which
 provided mass market style services. RC Fornax was established to become a
 challenger to the industry, offering a wider range of expertise and
 capabilities, with an initial focus on systems, software and hardware
 engineering.

 RC Fornax is a bespoke work-package solutions provider to the defence
 industry. As opposed to a simple outsourced recruitment-style model, the
 Company is not an intermediary and does not simply supply labour; instead, it
 works with its clients to define their specific needs and delivering the
 statement of work with clear deliverables, so that the focus is always on
 engineering outcomes. The Company forms and deploys project and engineering
 teams to meet its clients' objectives.

 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 ordinary shares of £0.0025 each in the capital of the Company
 ("Ordinary Shares") to be admitted: 55,849,353

 Issue Price: 32.50 pence per Ordinary Share

 No Ordinary Shares are held in treasury

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

 Capital to be raised on admission: £5.15 million to be raised for the Company
 through the placing of new Ordinary Shares and £1.0 million to be raised for
 selling shareholders through the placing of existing Ordinary Shares

 Anticipated market capitalisation on Admission: £18.15 million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 76.9%

 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:

 N/A

 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):

 Mr. Mark Joseph Fahy - Non-Executive Chairman

 Mr. Paul Reeves - Chief Executive Officer

 Mr. Robert (Rob) James Shepherd - Chief Financial Officer and  Executive
 Director

 Ms. Kiri Helene Cavill - Non-Executive Director

 Mr. Dewi (David) John Hitchcock OBE - 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                         Number of Ordinary Shares pre Admission  Pre Admission (%)  Number of Ordinary Shares post Admission*  Post Admission (%)
 Paul Reeves                         24,001,920                               60.0%              22,154,846                                 39.7%
 Daniel Clark                        16,001,280                               40.0%              14,769,897                                 26.4%
 Octopus Investments                 -                                        -                  5,846,153                                  10.5%
 Unicorn Asset Management            -                                        -                  4,006,131                                  7.2%
 Rathbones Investment Management     -                                        -                  1,772,447                                  3.2%
 Canaccord Genuity Asset Management  -                                        -                  1,730,769                                  3.1%
 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 August

 ii.          31 August 2024 (audited annual results)

 iii.   31 May 2025 (unaudited interim results for the six months ending 28
 February 2025)

 28 February 2026 (audited annual results for the year ending 31 August 2025)

 31 May 2026 (unaudited interim results for six months ending 28 February 2026)

 EXPECTED ADMISSION DATE:

 5 February 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Cavendish Capital Markets Limited

 1 Bartholomew Close

 London EC1A 7BL

 United Kingdom

 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, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website from the date of Admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Corporate Governance Code

 DATE OF NOTIFICATION:

 31 January 2025

 NEW/ UPDATE:

 Update

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 August

 

ii.          31 August 2024 (audited annual results)

 

iii.   31 May 2025 (unaudited interim results for the six months ending 28
February 2025)

28 February 2026 (audited annual results for the year ending 31 August 2025)

31 May 2026 (unaudited interim results for six months ending 28 February 2026)

 

EXPECTED ADMISSION DATE:

 

5 February 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Cavendish Capital Markets Limited

1 Bartholomew Close

London EC1A 7BL

United Kingdom

 

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, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website from the date of Admission.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

 

31 January 2025

 

NEW/ UPDATE:

 

Update

 

 

 

 

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