REG - AIM Smarttech247 Group - Schedule One - Smarttech247 Group plc

Shareholder Value Beteiligungen AGAnnouncement

01/12/2022 08:15

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RNS Number : 1203I  AIM  01 December 2022

 

 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:

 Smarttech247 Group plc ("S247", "Company" or "Group")

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

 REGISTERED OFFICE: 165 Fleet Street, London, EC4A 2DY

 PRINCIPAL TRADING ADDRESS: Unit 17a Ground Floor, 4700 Avenue 4000, Cork
 Airport Business Park Co. Cork, Republic of Ireland, T12 XE1E

 COUNTRY OF INCORPORATION:

 England and Wales

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

 www.smarttech247.com (http://www.smarttech247.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:
 S247 is a multi-award-winning AI-based cybersecurity organisation. The Group
 is led by a highly experienced Board and management team, with its head office
 located in Cork, Republic of Ireland, and operations in London, Belfast,
 Krakow and Bucharest, and a client base that operates in Europe and the USA.

 Founded by Ronan Murphy in 2011, S247 aims to provide security solutions to a
 growing list of blue-chip clients (B2B) utilising an automated Managed
 Detection and Response ("MDR") Platform. The Group's services target proactive
 prevention for clients and utilise the latest methodology in cloud, big data
 analytics and machine learning, as well as incident response teams, to protect
 enterprises as they migrate to cloud-based IT operations.

 The Directors believe that S247 has a growing reputation as a trusted provider
 of innovative cybersecurity solutions to international companies. S247's
 business model has resulted in it being awarded a number of significant
 contracts with key customers in the past year. As a result of its established
 and recently-released AI products, research and development and client
 deployment, the Group is well placed to develop Automated MDR and to entrench
 and further expand its position in the market, capitalising on its experience
 and achievements to date.

 The Board is seeking for the Company's issued and to be issued share capital
 to be admitted to trading on AIM to continue the development of the
 Smarttech247's proprietary technology, grow its international presence and
 support its expansion into new products. The Board intends to achieve this
 through a combination of continued organic growth and, if appropriate, through
 complementary acquisitions.
 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):

 124,078,982 Ordinary Shares of £0.01, each at an Issue Price of £0.2966

 Single class of shares

 No restrictions on transfer

 TIDM:     S247

 ISIN:       GB00BMGNDN03

 SEDOL:  BMGNDN0

 No shares are to held in Treasury

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

 Capital to be raised for the Company:  £3,673,637

 Anticipated Market Capitalisation at Admission:  £36,801,826

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 69.77%

 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)

 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):
 Ronan Murphy - Executive Chairman

 Raluca Saceanu - Chief Executive Officer

 Nicholas Lee - Finance Director

 Sarah Cope - Senior Independent Non-Executive Director

 Michael Connolly - 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                                           Shares held     % pre-Admission  Shares held after Admission  % after Admission

                            pre-Admission
 Amplified Technologies Limited ("ATL")*               74,447,389      85.08%           74,447,389                   60.00%
 Plumtree Capital Limited (acting as Trustee for ATL)  12,125,437      13.86%           12,125,437                   9.77%
 Riverfort Global Opportunities plc                    -               -                7,642,006                    6.16%
 Employee Benefit Trust                                -               -                10,546,713                   8.50%
 Premier Miton Group plc                               -               -                4,720,161                    3.80%

 

 * -  Amplified Technologies Limited is a company wholly owned by Ronan
 Murphy.

 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 July

 (ii)        31 January 2022

 (iii) For Smarttech247 Group plc - 6 months ending 31 January 2023 (by 30
 April 2023), year ending 31 July 2023 (by 31 January 2024) and 6 months ending
 31 January 2024 (by 30 April 2024)

 EXPECTED ADMISSION DATE:

 15 DECEMBER 2022

 NAME AND ADDRESS OF NOMINATED ADVISER:
 SPARK Advisory Partners Limited

 5 St John's Lane

 London

 EC1M 4BH
 NAME AND ADDRESS OF BROKER:
 Shard Capital Partners LLP

 Suite 303, Floor 3

 70 St Mary Axe

 London

 EC3A 8BE
 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 contains full details about the Company and the
 admission of its securities to trading on AIM, will be available for download
 from the Company's website at www.smarttech247.com
 (http://www.smarttech247.com) .

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
 QCA Corporate Governance Code

 DATE OF NOTIFICATION:
 1 December 2022

 NEW/ UPDATE:
 NEW

 

* -  Amplified Technologies Limited is a company wholly owned by Ronan
Murphy.

 

 

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 July

(ii)        31 January 2022

(iii) For Smarttech247 Group plc - 6 months ending 31 January 2023 (by 30
April 2023), year ending 31 July 2023 (by 31 January 2024) and 6 months ending
31 January 2024 (by 30 April 2024)

 

EXPECTED ADMISSION DATE:

 

15 DECEMBER 2022

 

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

NAME AND ADDRESS OF BROKER:

Shard Capital Partners LLP

Suite 303, Floor 3

70 St Mary Axe

London

EC3A 8BE

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 contains full details about the Company and the
admission of its securities to trading on AIM, will be available for download
from the Company's website at www.smarttech247.com
(http://www.smarttech247.com) .

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

1 December 2022

 

NEW/ UPDATE:

NEW

 

 

 

 

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