REG - AIM - Schedule One - Selkirk Group PLC

UT CoAnnouncement

17/10/2024 09:00

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RNS Number : 5008I  AIM  17 October 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:
 Selkirk Group plc

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

 27-28 Eastcastle Street,

 London,

 W1W 8DH

 COUNTRY OF INCORPORATION:
 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.selkirkplc.com (from admission)

 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:
 Selkirk Group plc (the "Company") is a newly incorporated company established
 with the primary objective of acquiring a company or business which the
 Directors believe is undervalued and providing them with their own listing on
 the AIM market to create shareholder value or acquiring an existing public
 company and providing a highly incentivised management team with strategic
 direction. The Company is focused on acquiring business which are
 headquartered in the UK.

 The Company is primarily focused on the small and mid-cap market, specifically
 within the Consumer, Technology and digital media related sectors. The
 Directors believe this underappreciated segment offers ample opportunity to
 identify suitable businesses, whether they are privately held companies,
 subsidiaries of larger listed companies or existing public companies.

 The Directors intend that the initial funds raised pursuant to the placing,
 conducted in connection with admission, will be used for the purposes of
 funding operational expenses, undertaking due diligence on potential target
 acquisitions and funding costs associated with such transactions. It is
 envisaged that the Company's first investment will be in a company with an
 enterprise value anticipated as a guideline to be not less than £30 million
 and not more than £1 billion. An acquisition of this scale is likely to
 constitute a Reverse Takeover under the AIM Rules for Companies.

 Upon admission, the Company will be an "investing company" for the purposes of
 the AIM Rules for Companies.

 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):
 Ordinary shares of £0.001 each to be admitted to trading, issued at a price
 of £TBC per ordinary share. No restrictions as to transfer of the ordinary
 shares, and no ordinary shares to be held in treasury.

 Number of ordinary shares to be admitted to trading: TBC

 No restrictions on the transfer of shares.

 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 £7.5 million via a placing of new ordinary shares

 Market capitalisation on admission based on an issue price of TBC pence of
 approximately £TBC million

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 TBC 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:
 N/A

 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):
 Current

 John Howard Goold - Executive Director*

 Mark Adrian Kirkland - Executive Director*

 James (Jamie) Dominic Brooke - Executive Director*

 Proposed

 Iain McDonald - Proposed Executive Chairman

 Angus Monro - Proposed Independent Non-Executive Director

 Alan Robert Bannatyne - Proposed Independent Non-Executive Director

 *It should be noted that John Goold, Mark Kirkland and Jamie Brooke will be
 directors of the Company at the date of publication of the Admission Document.
 They will however step down from the plc Board upon Admission to ensure there
 is a majority of Independent Non-Executive Directors on the Board, but will
 remain as directors of the Company's wholly owned subsidiary.

 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):

Significant Shareholder                        Pre-IPO  Post-IPO
 Kelso Limited(1)                               50.00%   TBC
 Funds controlled by Belerion Capital Group(2)  50.00%   TBC

(1.) The directors of Kelso Limited are John Goold, Mark Kirkland and James
 Brooke.

 (2) Belerion Capital Group is ultimately controlled by the Proposed Executive
 Chair, Iain McDonald, and others.

 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 December

 (ii)  the Company is a newly incorporated investing company which has not yet
 commenced operations and as such, no historical financial information has been
 presented in the admission document.

 (iii)       30 June 2025 in respect of the period from admission to 31
 December 2024

 30 September 2025 in respect of the six months ended 30 June 2025

 30 June 2026 in respect of the year ended 31 December 2025

 EXPECTED ADMISSION DATE:
 Late October 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Zeus Capital Limited

 125 Old Broad Street

London

EC2N 1AR

 82 King Street

 Manchester

 M2 4WQ

 NAME AND ADDRESS OF BROKER:
 Zeus Capital Limited

 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, which will contain full details of the applicant and
 its securities, will be available from TBC.

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

 DATE OF NOTIFICATION:
 17 October 2024

 NEW/ UPDATE:
 New

(1.) The directors of Kelso Limited are John Goold, Mark Kirkland and James
Brooke.

(2) Belerion Capital Group is ultimately controlled by the Proposed Executive
Chair, Iain McDonald, and others.

 

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 December

(ii)  the Company is a newly incorporated investing company which has not yet
commenced operations and as such, no historical financial information has been
presented in the admission document.

(iii)       30 June 2025 in respect of the period from admission to 31
December 2024

30 September 2025 in respect of the six months ended 30 June 2025

30 June 2026 in respect of the year ended 31 December 2025

 

EXPECTED ADMISSION DATE:

Late October 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

 

125 Old Broad Street

London

EC2N 1AR

 

82 King Street

Manchester

M2 4WQ

 

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

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, which will contain full details of the applicant and
its securities, will be available from TBC.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

 

DATE OF NOTIFICATION:

17 October 2024

 

NEW/ UPDATE:

New

 

 

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