Schedule 1 - Asfare Group plc

RNS Number:0965T
AIM
16 March 2007


COMPANY NAME:

Asfare Group plc ("Asfare") to be renamed AssetCo plc ("AssetCo" or "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered and head office
Commercial Road
Totton
Southampton SO40 3AE

Proposed new registered and head
office upon Admission
800 Field End Road
South Ruislip
Middlesex HA4 0QH


COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.asfare.com and www.assetco.com


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Asfare has entered into a conditional agreement to acquire the entire

issued share capital of AssetCo Group Limited ("AssetCo") for a consideration of approximately #80.2 million. Of this
amount, #70.2 million will be satisfied by the issue of consideration shares at 145 pence per share to AssetCo's
ordinary shareholders and convertible preference shareholders and the remaining #10.0 million will be paid in cash in
respect of the AssetCo preference shares.



Furthermore, Asfare has conditionally placed 13,793,104 new shares at 145 pence each with institutional investors (the
"Placing"), raising approximately #20.0 million before expenses.



By reason of the size of AssetCo relative to Asfare and the fundamental change in Asfare's business, board and voting
control, the acquisition is classified as a reverse takeover under Rule 14 of the AIM Rules for Companies. The AIM
Rules for Companies require that completion of the acquisition is subject to the prior approval of shareholders, which
will be sought at Asfare's extraordinary general meeting on 29 March 2007. Furthermore, the Placing is conditional,
inter alia, on shareholder approval.





AssetCo is a leading provider of total managed services to UK fire and rescue authorities. AssetCo also designs, builds
and converts specialist vehicles and equipment for emergency and mission critical service clients.



Asfare is a leading supplier of products and services to the emergency and homeland security markets in the UK.  Asfare
supplies operational equipment products and services to more than 90 per cent. of the UK fire and rescue authorities.
Asfare comprises two divisions: the search and rescue division and the protection and detection division.


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 existing ordinary shares 4,971,112
Number of placing shares 13,793,104
Number of consideration shares 48,434,483
Enlarged share capital 67,198,699
Issue price 145 pence

The ordinary shares have a nominal value of 25 pence each.  There are no treasury shares.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Approx. # 20 million
Approx. # 100 million market capitalisation on Admission

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
At admission the persons listed below will hold up to 35,549,428 ordinary shares representing 52.9 per cent, of the
then issued share capital of Asfare not held in public hands:


Name                             Number of ordinary shares    Percentage of issued enlarged share
                                                                                          capital
 John Shannon                                   26,963,327                                   40.1
 Frank Flynn                                     7,137,351                                   10.6
 David Chisnall                                    648,750                                    1.0
 Tim Wightman                                      532,083                                    0.8
 Adrian Bradshaw                                   267,917                                    0.4



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:
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

Timothy Redmayne Wightman (Non-executive Chairman)

David Peter Chisnall OBE (Non-executive Deputy Chairman)

Anthony Arthur O'Neill (Chief Executive Officer)

Timothy Paul O'Connor (Group Finance Director)

Adrian Effland Bradshaw (Non-executive Director)

Proposed Directors

Marcus John Shannon (Chief Executive Officer)

Raymond Francis Flynn (Chief Financial Officer)



Asfare entered into compromise agreements dated 5 March 2007 with each of Anthony O'Neill and Timothy O'Connor. These
agreements are conditional upon Admission and provide that they will resign as directors of all companies in the Asfare
Group on Admission.


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):
Name                                                                Number of    Percentage of     Enlarged
                                                              ordinary shares  issued existing        share
                                                                                 share capital      capital
                                                                       Shares                %            %

 Marcus John Shannon                                               26,963,327                -         40.1
 Raymond Francis Flynn                                              7,137,351                -         10.6
 Schroder Investment Management Limited                             4,350,000                -          6.5
 J O Hambro                                                         4,310,345                -          6.4
 Denis Mellon                                                       2,775,637                -          4.1
 David Michael Smith                                                2,775,637                -          4.1
 Michael Pelham Morris Olive                                        2,428,682                -          3.6
 Rensburg Fund Management Limited                                   1,960,000                -          2.9
 M&G Investment Management Limited                                  1,380,000                -          2.1
 RC Brown Investment Management Plc                                 1,380,000                -          2.1
 Henderson Global Investors Limited                                 1,000,000                -          1.5
 INVESCO Asset Management Limited                                     830,000                -          1.2
 Artemis Investment Management Limited                                810,000              5.6          1.0
 Morley Fund Management Limited                                       700,000                -          1.0
 David Peter Chisnall                                                 648,750             13.1          1.0
 Singer & Friedlander Investment
 Management Limited                                                   583,902             11.8          0.9
 Timothy Redmayne Wightman                                            532,083             10.7          0.8
 AXA Framlington Investment Management Ltd                            530,000                -          0.8
 Unicorn Asset Management Limited                                     470,300              9.5          0.7
 Barclays Stockbrokers Limited                                        436,828              8.8          0.7
 Baring Asset Management Limited                                      350,000                -          0.5
 Peter Jonathan Lewin                                                 346,955                -          0.5
 Bluehone Investors LLP                                               340,000              6.8          0.5
 Midas Capital Partners Limited                                       340,000                -          0.5
 River and Mercantile Asset Management LLP                            300,000                -          0.4
 Adrian Effland Bradshaw                                              267,917              5.4          0.4
 Peter Mountford                                                      251,250              5.1          0.4
 Cavendish Asset Management Limited                                   150,000              3.0          0.2
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:


Bradmount Investments Limited

Taosom Limited


(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i)                  31 March

(ii)                31 March 2006

(iii)               Annual audited accounts for the year to 31 March 2007 - by 30 September 2007, half-yearly report to
30 September 2007 - 31 December 2007, Annual audited accounts for the year to 31 March 2008 - by 30 September 2008


EXPECTED ADMISSION DATE:
30 March 2007
NAME AND ADDRESS OF NOMINATED ADVISER:
Hoare Govett Limited

250 Bishopsgate

London EC2M 4AA
NAME AND ADDRESS OF BROKER:
Hoare Govett Limited

250 Bishopsgate

London EC2M 4AA
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:

Nabarro
Lacon House,
84 Theobald's Road,
London
WC1X 8RW


Asfare Group plc
Commercial Road
Totton
Southampton SO40 3AE



The Admission Document contains full details about the applicant and the admission of its securities.

DATE OF NOTIFICATION:
16 March 2007

NEW/ UPDATE:





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