AIM Schedule 1 - Promethean Plc (7623I)

TIDMPTH

RNS Number : 7623I

AIM

04 June 2014

 
       ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
        IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                    RULES") 
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 COMPANY NAME: 
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 Promethean plc (to be renamed Link & Prosper plc on Admission) 
  (the "Company") 
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 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
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 Registered Office 
 
  Clinch's House 
  Lord Street 
  Douglas 
  Isle of Man IM99 1RZ 
 
  Trading Address 
 
  T.I.S. House 
  Spring Villa Park 
  Edgware 
  Middlesex 
  HA8 7EG 
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 COUNTRY OF INCORPORATION: 
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 Isle of Man 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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 Prior to Admission: www.prometheanplc.com 
 
  Following Admission: www.linkandprosper.com 
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 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: 
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 Link & Prosper plc is the holding company for a group of subsidiaries 
  (the Company, together with such subsidiaries, the "Group"). 
  It is intended that the Company will benefit from investment 
  management and other investment service fees from its operating 
  subsidiaries as well as generating returns from investing its 
  own assets in the investment vehicles which the Group manages. 
 
  The Board of Link & Prosper plc intends to establish a strategy 
  which exploits its principal operating subsidiary, TIS Group's, 
  reputation as a provider of insurance-linked and alternative 
  investment products, and will utilise the expertise of its 
  workforce to diversify its offerings to include other investment 
  products in addition to Traded Endowment Policies ("TEPs") 
  (for which asset class it currently provides investment services). 
 
  The TIS Group has established TIS SPC, an open-ended fund structured 
  as a Cayman Islands Segregated Portfolio Company. TIS Diversified 
  Alternative Fund ("TDAF") is an investment strategy of TIS 
  SPC. It is expected that Link & Prosper plc will benefit from 
  fees earned by its subsidiary, TIS Group from the provision 
  of services to TIS SPC and the management of third party funds 
  to be sourced and invested in TDAF. 
 
  In addition to third party funds, TIS SPC, through a dedicated 
  segregated portfolio, will also manage the majority of the 
  TEPs that have been acquired by Link & Prosper plc as a result 
  of the offer disclosed in the Company's Admission Document. 
  As these TEPs mature, it is intended that this segregated portfolio 
  will diversify its investments into other alternative assets 
  and strategies. 
 
  The Company's main country of operation is the United Kingdom. 
 
  Admission is being sought as a result of the acquisition of 
  the securities in TIS Group that the Company does not already 
  own which, together with the offer made by the Company (as 
  disclosed in the Company's Admission Document), constitute 
  a reverse takeover under Rule 14 of the AIM Rules for Companies. 
  Admission remains conditional on certain matters including 
  the requirement to obtain a minimum level of acceptances in 
  relation to the offer made by the Company. 
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 -- Ordinary shares of 1 pence each 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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 [TBC] 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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 [TBC] 
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 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: 
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 N/A 
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 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): 
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 Patrick Rupert Cottrell, Proposed Non-executive Chairman 
  Katherine Ann Spiteri, Proposed Chief Executive Officer 
  Neil Alan Duggan, Proposed Non-executive Director 
  Martin André Bernard Nègre, Non-executive Director 
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 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): 
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 Before Admission 
 
  Laminvest NV 22.1% 
  Aberdeen Asset Management Limited 22.1% 
  Millennium Capital Partners 11.5% 
  FIL Investment International 11.1% 
  Henderson Global Investors 8.9% 
  Lombard Odier Darier Hentsch & Cie 3.5% 
  Weiss Asset Mgt 3.3% 
 
  After Admission 
 
  [TBC] 
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 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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 N/A 
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 (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: 
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                  (i) 30 June 
                   (ii) 31 December 2013 
                   (iii) 
                   Full year results for the year ending 30 June 2014 - by 31 
                   December 2014 
 
                   Interim results for the six months ending 31 December 2014 
                   - by 31 March 2015 
 
                   Full year results for the year ending 30 June 2015 - by 31 
                   December 2015 
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 EXPECTED ADMISSION DATE: 
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 18 June 2014 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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 SP Angel Corporate Finance LLP 
  Prince Frederick House 
  4th Floor 
  35-39 Maddox Street 
  London W1S 2PP 
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 NAME AND ADDRESS OF BROKER: 
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 SP Angel Corporate Finance LLP 
  Prince Frederick House 
  4th Floor 
  35-39 Maddox Street 
  London W1S 2PP 
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 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: 
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 Prior to Admission: www.prometheanplc.com 
 
  Following Admission: www.linkandprosper.com 
 
  The Admission Document contains full details about the applicant 
  and the admission of its securities. 
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 DATE OF NOTIFICATION: 
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 4 June 2014 
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 NEW/ UPDATE: 
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 New 
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