Source - RNS
RNS Number : 4893T
AIM
12 October 2017
 

 

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:

Springfield Properties plc ("Springfield" or the "Company")

 

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

 

Alexander Fleming House
8 Southfield Drive
Elgin
Morayshire

IV30 6GR

 

COUNTRY OF INCORPORATION:

United Kingdom

 

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

www.springfield.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:

 

Springfield Properties plc is a housebuilder focused on developing a mix of private and affordable housing in Scotland.

 

The Company was founded in 1956, as a market garden business, and in 1988, the Group focused its business activities on developing private housing. The Group now operates through two divisions: Private Housing and Affordable, having diversified into affordable housing in 2002. The Group's business model focusses on securing land for residential use which often requires considerable remediation works and significant investment in infrastructure prior to commencing development of private or affordable houses.

 

The Private Housing division, which currently makes up approximately 80% of the Group's activities, has historically developed smaller to medium sized developments in Scotland, as well as a small number of larger sites. The Private Housing division's model primarily focuses on sourcing land in areas with high growth potential and, subsequently, to progress developments through the planning process. The division specialises in developing difficult sites (often involving several land owners) that requires remediation works and/or land that has no or limited existing infrastructure.

 

The Affordable division's operations focus on the development of land into stand-alone sites which consist entirely of affordable homes. In addition to stand alone developments, the Affordable division also develops affordable housing on the Group's private developments under Section 75 agreements, pursuant to which Springfield typically agrees with a local authority to make a contribution of housing, money and/or infrastructure as a condition of planning permission.

 

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):

82,083,642 ordinary shares of 0.125 pence each at an issue price of 106 pence per share.

 

No shares are held in treasury.

 

The shares are freely transferable and have no restrictions placed on them.

 

All shares are fully paid up.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £25.0 million

 

Anticipated market capitalisation on admission: £87.0 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

67.3%

 

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):

Directors:

 

Alexander (Sandy) William Adam (Executive Chairman)

Innes Smith (Chief Executive Officer)

Michelle Hunter Holm (known as Michelle Motion) (Chief Financial Officer)

Roger James Eddie (Senior Non-executive Director)

Matthew James Benson (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

Before Admission

After Admission

 

Alexander (Sandy) William Adam

 

42.6%

 

30.3%

The Adam Settlement Trust*

19.6%

14.0%

James G Adam**

17.4%

12.4%

Anne Ferguson Adam***

12.7%

9.0%

Hargreave Hale

0.0%

4.9%

City Financial

0.0%

3.5%

Soros

0.0%

3.5%

Margaret Rae****

3.5%

2.5%

 

* The Adam Settlement Trust is a discretionary trust of which Sandy Adam's sons are beneficiaries

** James G Adam is the brother of Sandy Adam, Executive Chairman of the Company

*** Anne Adam is the wife of Sandy Adam, Executive Chairman of the Company

**** Margaret Rae is the sister of Sandy Adam, Executive Chairman of the Company

 

Sandy Adam, the Adam Settlement Trust, James Adam, Margaret Rae, Innes Smith, Michelle Motion, Roger Eddie and Mathew Benson and their connected persons (the "Concert Party") are considered to be acting in concert for the purposes of the Takeover Code. On admission, the Concert Party will, between its members, hold Ordinary Shares representing 69.9 per cent. of the enlarged share capital.

 

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 May

(ii)        31 May 2017

(iii)       (1) interim results for 6 month period to 30 November 2017: 28 February 2018

(2) annual results for the year ending 31 May 2018: 30 November 2018

            (3) interim results for 6 month period to 30 November 2018: 28 February 2019

 

EXPECTED ADMISSION DATE:

16 October 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

 

NAME AND ADDRESS OF BROKER:

Nplus1 Singer Advisory LLP

One Bartholomew Lane

London

EC2N 2AX

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, containing full details about Springfield Properties plc. and the admission of its issued share capital to trading on AIM, will be available during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) at  the registered office of the Company until at least one month after Admission. Copies of the Admission Document will also be available on the Company's website at www.springfield.co.uk following Admission.

 

DATE OF NOTIFICATION:

12 October 2017

 

NEW/ UPDATE:

UPDATE

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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