Baylon Hldgs Share Discussion Threads

[pre] 03/3/2010 09:16

...another move up....this is getting more and more interesting....this has the potential to more than double here....many will wait until this does the 50% rise before they notice....we know oakville nominees have been accumulating.....EGM TOMORROW....may get a pleasnt update...watch this space:-0)

[goz1986] 02/3/2010 14:26

only need one of them to fly and your home and dry! I really do feel that this product range could be a real cracker...... However, it must be very easy to copy so might do well for a year or so and then splat!

[pre] 02/3/2010 14:24

on line limits: sell 1.5m vs buy 250k...

[pre] 02/3/2010 14:13

lol...join the club...this aim mkt can be addictive at times!!

[pre] 02/3/2010 14:11

apologies relishing..you are correct...typo and now edited!

[goz1986] 02/3/2010 14:10

pre still holding CDs? I seem to be buying into sub 3million market caps a little too often at the moment!

[relishing] 02/3/2010 14:07

You mean Oakwood nominees?

[pre] 02/3/2010 13:57

EGM is being held on thurday 4th March....so more positive news coming bearing in mind oakville nominees have been accumulating shares?

[pre] 02/3/2010 13:52

...concur....there's more to this company than meets the eye...oakville have been accumulating shares in the background and recently snapped up 4 million shares....tick up on bid.....

[goz1986] 26/2/2010 19:45

stuck a few things at the top will have a better dig another time... looks like a good product with a nice young and highly driven team behind it..... would very much like to have a look at their accounts......

[knitcraft] 25/2/2010 12:57

These look very interesting. I have not noticed this co. before but seeing the new thread and doing a bit of researching they look as if they could be a profitable short/med term investment.
Any one on board?

[pre] 25/2/2010 12:29

another 4 million bought by oakville...accumulating...interesting times ahead..

[goz1986] 24/2/2010 21:38

all getting rather interesting here....

[pre] 15/2/2010 08:56

tight spread...0.75-0.78...

[pre] 15/2/2010 08:27

very interesting extract from today's rns..nice time to accumulate..hope share price does not move as i'm freeing up funds to add here...like the words 'huge potential'...current market cap ridiculously low imo with this in mind:


Paul Gazzard, Chief Executive Officer of Baylon, commented: "Baylon are
delighted to be acquiring Ila at this time of its growth. Ila has created a
brand with huge potential with limited capital and we hope the additional
resources this deal provides will allow Ila to fulfill its potential and grow
into an international brand."

[pre] 15/2/2010 07:59

Here's the rns just out..could be fireworks here today:-))

EMBARGOED FOR 7:30 A.M. 15 FEBRUARY 2010



Baylon Holdings Limited
(formerly Molectra Group Limited)
("Baylon" or "the Company")


Approval of waiver of Rule 9 of the City Code
Proposed change of name to Ila Group Limited
Admission of Enlarged Share Capital to trading on AIM
and
Notice of Extraordinary General Meeting


Baylon, the Aim-quoted company, today announces that terms have been agreed for
the acquisition of the whole of the issued share capital of Ila and a change of
name to Ila Group Limited, conditional on Shareholder approval at the Baylon
EGM. The consideration for the Acquisition will be satisfied entirely by the
issue of up to 763,308,454 Shares to the shareholders of Ila, made up of
388,600,221 Initial Consideration Shares and up to 374,708,233 Contingent
Consideration Shares (subject to adjustment).

The Acquisition constitutes a reverse takeover under the AIM Rules and will
therefore require Shareholder approval. In addition, following completion of the
Acquisition, members of the Concert Party will between them be interested in
more than 30 per cent. of the voting rights of the Company and the Acquisition
is therefore subject to Shareholder approval of a waiver of the obligations
under Rule 9 of the City Code.

Trading of the Existing Shares on AIM is expected to be restored at 7.30 a.m.
today and a copy of the Admission Document, today being posted to Baylon
Shareholders, will shortly be available on Baylon's website at
www.molectragroup.co.uk.


Ila Security Limited

· Ila was incorporated in July 2008 to manufacture and market innovative,
style-conscious personal security and other devices for women. Ila was founded
by Zag (a subsidiary of leading communications agencyBartle Bogle Hegarty),
Simon McGivern and James Phillips each of whom, since 2003, have experience
designing, manufacturing and distributing consumer products. Ila's products are
aimed at the 'brand gap' in the female personal security market, in a society
where personal safety is perceived as an increasing issue.

· Ila's first product was the Dusk, a pocket-sized alarm that emits a 120
decibel female scream, to scare away a potential attacker and give women time to
escape. It is designed as an accessory to be worn on a key chain or handbag,
with a range of styles to choose from.

· The Directors consider that a key to future growth of Ila is the pipeline
of new products. The development of five new Ila products (provisionally called
Jogger, Hook, Wedge, Pebble and Leash) is at a relatively advanced stage. The
new products have received indications of early interest from existing retailers
and offer potential new distribution opportunities for Ila as an extended
product range facilitates approaches to prospective new distributors

On Completion, Simon McGivern will become Chief Executive and James Phillips
will become Sales Director. Paul Gazzard, the current Chief Executive of Baylon
will become Chief Operating Officer. Neil Munn and Adam Arnold will become
non-executive directors.

Rodger Sargent, Chief Financial Officer of Baylon will stand down from the Board
on completion but will remain with the Enlarged Group as Financial Controller.

A notice of EGM to approve the Resolutions, including the change of name of the
Company to Ila Group Limited, to be held at 10.00 a.m. on 4 March 2010 is today
being posted to Baylon Shareholders together with the Admission Document.

Completion of the Acquisition and Admission of the Initial Consideration Shares
is expected to take place on 5 March 2010, and dealings are expected to commence
in the Enlarged Share Capital on AIM with effect from 8.00 a.m. on that date.
Application will be made for the Contingent Consideration Shares to be admitted
to trading on AIM once it is confirmed whether, and if so how many, Contingent
Consideration Shares will be issued.

Paul Gazzard, Chief Executive Officer of Baylon, commented: "Baylon are
delighted to be acquiring Ila at this time of its growth. Ila has created a
brand with huge potential with limited capital and we hope the additional
resources this deal provides will allow Ila to fulfill its potential and grow
into an international brand."

Simon McGivern, Chief Executive Officer of Ila, added: "The acquisition is
ideally timed to allow the expansion of Ila's existing relationships with major
UK retailers as well as our international sales programme within the US, Canada
and Europe. It also accelerates our research and development programme, which
aims to produce a range of six Ila products by 2011"

The above summary should be read in conjunction with the full text of this
announcement set out below.


Baylon Holdings Limited
[phone]
Paul Gazzard, CEO
Rodger Sargent, Chief Financial Officer

Ila Security Limited
[phone]
Simon McGivern, CEO

Arbuthnot Securities Limited
[phone]
Antonio Bossi
Ed Groome


This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, shares in any jurisdiction in which such offer or solicitation
is unlawful and, in particular, is not for distribution into the United States,
Canada, Australia, the Republic of Ireland or Japan. None of the Existing
Shares, the Consideration Shares, or the Arbuthnot Shares has been, nor will be,
registered under the United States Securities Act of 1933, as amended, or under
the applicable securities laws of any state of the United States, Canada,
Australia, the Republic of Ireland or Japan. Accordingly, subject to certain
exceptions, none of the Existing Shares, the Consideration Shares, or the
Arbuthnot Shares may, directly or indirectly, be offered or sold within the
United States, Canada, Australia, the Republic of Ireland or Japan or to or for
the account or benefit of any national, resident or citizen of the United
States, Canada, Australia, the Republic of Ireland or Japan. The distribution of
the Admission Document in other jurisdictions may be restricted by law and
therefore persons into whose possession the Admission Document comes should
inform themselves about and observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities law of any
such jurisdictions.

Arbuthnot Securities Limited, which is regulated by the Financial Services
Authority, is acting as Nominated Adviser and Broker to the Company and no-one
else and will not be responsible to any person other than the Company for
providing the protections afforded to customers of Arbuthnot Securities Limited
or for advising any other person on the contents of this announcement or any
transaction or arrangement referred to herein. The responsibilities of Arbuthnot
Securities Limited as the Company's Nominated Adviser and Broker under the AIM
Rules are owed solely to the London Stock Exchange. Arbuthnot Securities Limited
is not making any representation or warranty, express or implied, as to the
contents of this announcement (without limiting the statutory rights of any
person to whom this announcement is issued).



Proposed Acquisition of Ila Security Ltd
Approval of waiver of Rule 9 of the City Code
Proposed change of name to Ila Group Limited
Admission of Enlarged Share Capital to trading on AIM
and
Notice of Extraordinary General Meeting
On 22 January 2010, the Company announced that it had completed the disposal of
the business and assets of its operating subsidiary, Molectra Australia and
thereafter would be an investing company with a policy of acquiring a company or
business in the consumer retail and/or manufacturing sector. On that date the
Company's Shares were suspended as the Company reported that it was in
discussions regarding a transaction which could constitute a reverse takeover.
Further to that announcement, the Company announced today that it has
conditionally agreed to acquire the entire issued share capital of Ila, a UK
based company established to develop and market Ila branded personal security
and other devices. The consideration for the Acquisition will be satisfied
entirely by the issue of up to 763,308,454 Shares to the shareholders of Ila,
made up of 388,600,221 Initial Consideration Shares representing approximately
71.9 per cent. of the Enlarged Share Capital and up to 374,708,233 Contingent
Consideration Shares (subject to adjustment), together representing
approximately 83.4 per cent. of the Contingent Enlarged Share Capital.
The Acquisition, if implemented, will result in a fundamental change in the
business, board and voting control of the Company and will also constitute a
reverse takeover under the AIM Rules. Accordingly, the Acquisition requires the
approval of Existing Shareholders at the Baylon EGM.
Following the recent disposal of the Molectra Australia business, the Company is
treated as an investing company under the AIM Rules with an investing policy of
acquiring a company or business in the consumer retail and/or manufacturing
sectors. With the Disposal in mind, the Company has for some time been
considering potential acquisitions and a review of possible targets has been
undertaken. After considering a number of possible businesses and after due
diligence, Ila was identified as a potential merger partner and the terms of the
Acquisition were negotiated. Ila was introduced to the Company by Rodger
Sargent, an Existing Director and a shareholder in Ila. The Existing Directors
consider Ila to be a business with significant potential and, given its need for
working capital to help fund its continued expansion, a good fit for the Company
which has the benefit of an AIM quotation and cash on its balance sheet.
Ila, which started business in 2008, manufactures and markets branded personal
security and other devices designed, primarily, to appeal to women. Ila was
founded following an approach from Zag (a subsidiary of leading communications
agency Bartle Bogle Hegarty) to Simon McGivern and James Phillips each of whom
have experience designing, manufacturing (via outsourced manufacturers in China)
and distributing alarms through another company, Locca Tech Limited, which was
established in 2003.

The Acquisition, if implemented, will provide the Ila business with additional
resources to assist in exploiting the potential opportunities in the market and
in building the awareness of the Ila brand. In particular, the increased cash
position provided by Baylon's cash reserves (which stood at approximately
GBP650,000 as at 12 February 2010 - this figure has not been audited) and the
appointment of the Proposed Directors are intended to enable the Enlarged Group
to achieve some or all of the following objectives:
· the expansion of Ila's existing relationships with major retailers,
including the roll out of merchandising programmes;
· the expansion of Ila's research and development programme with a view to
increasing its range to six products within the next 12 months;
· to increase Ila's retail presence in the UK more generally to multiple
nationwide retailers; and
· to increase Ila's international sales programme to the US and Canada and
more widely across Europe. This may include the appointment of sales
representatives or distributors with whom Ila is currently in discussions.
Further details of the history, current business and prospects of Ila are set
out in Part II of the Admission Document.
Financial information on Ila for the 15 month period to 30 September 2009 is set
out in Part V of the Admission Document.
Immediately following the completion of the Acquisition, the Board will consist
of three executive directors and two non-executive directors. It is the
Directors' intention to appoint an independent non-executive director in due
course. Brief biographical details of all members of the Board and any key
employees and their proposed roles are set out below.
Board of the Company as enlarged by the Acquisition
Simon McGivern, Chief Executive Officer (currently chief executive officer of
Ila) Age 36
Mr McGivern gained an MA (Hons) in Business and French from Edinburgh
University. He began his professional career at Panmure Gordon Investments in
1997, where he trained in investment management. His work there involved
financial analysis, portfolio management and the sourcing of venture capital
opportunities. Mr McGivern left Panmure Gordon to start up Locca, a technology
company headquartered in London whose primary business was designing and
manufacturing a range of innovative electronic products for the retail and SME
markets, in 2003. As Managing Director at Locca, Mr McGivern was responsible
for key projects such as raising seed capital, designing and developing
products, creating and implementing the marketing plan and running the financial
operations of the company. In 2008 Mr McGivern became one of the founding
directors of Ila with overall responsibility for the financial, product
development, manufacturing and legal aspects of the company.
James Phillips, Sales Director (currently sales director of Ila) Age 36
Mr Phillips gained an MA (Hons) in Geography from Edinburgh University. He
entered recruitment consultancy following university and then moved into
corporate sales at Quintus Group. While at Quintus Group, he was chosen to set
up the company's Asian operations. Following this, he left to set up his own
corporate sponsorship company in Hong Kong. Mr Phillips was a founding director
of Locca and was responsible for originating and completing a number of national
and international distribution deals. In 2008, Mr Phillips became a founding
director of Ila with responsibility for originating sales and growing retail and
distribution partnerships. Mr Phillips has developed the majority of Ila's
existing relationships with major national and international retailers.
Paul Terence Gazzard, Chief Operating Officer (currently Chief Executive Officer
of Baylon) Age 38
Mr Gazzard graduated from London University in 1993 with a degree in
Biochemistry and Human Physiology. He worked in the City, including at Panmure
Gordon, as a fund manager and investment analyst specialising in small cap
technology stocks. He left the City in 2002 to join Virotec International plc.
Mr Gazzard was involved in the launch of The Greenhouse Fund Limited in January
2006 and, as a principal of the strategic adviser to the fund, was involved in
advising Greenhouse on its portfolio of investments. When The Greenhouse Fund
Limited acquired Molectra Australia in 2008 and concurrently changed its name to
Molectra Group Limited, Mr Gazzard became Chief Executive Officer of the
enlarged group. It is proposed that on Completion of the Acquisition, Mr
Gazzard will become Chief Operating Officer of the Enlarged Group.
Neil Munn, Non-executive Director, Age 45
Mr Munn spent 16 years at Unilever working with some of its most successful
brands. Mr Munn's roles included 5 years in Asia helping Unilever establish its
China business, in France as Brand Director of Unilever's beverages business
with executive responsibility for strategy, innovation and communication and
extensively in the UK market in both general management and brand development.
His final role at Unilever was as Global Brand Director on Lynx. In 2006 Mr
Munn left Unilever to become CEO of Zag.
Adam Arnold, Non-executive Director, Age 31
Mr Arnold graduated from Cambridge University in 2000 with a first class MA
degree in Geography. He joined Bartle Bogle Hegarty advertising agency as a
graduate trainee in the same year. He spent eight years in the BBH account
management department working for blue chip brands such as Audi, Warburtons and
ITV and served as global business director for Vodafone. He was responsible for
brand strategy and communications campaigns that ran across different media and
multiple territories. In 2008, he joined Zag as General Manager. He oversees all
of Zag's brand assets and leads the majority of its partnerships.
Key Employees
Rodger David Sargent, Financial Controller (currently Chief Financial Officer of
Baylon) Age 38
Mr Sargent qualified as a chartered accountant with PricewaterhouseCoopers,
London in 1996. He was a founder and the finance director of Sports Resource
Group Limited, Sports Internet Group plc and InTechnology plc. Mr Sargent was
involved in the launch of The Greenhouse Fund Limited in January 2006 and as a
principal of the strategic adviser to the fund, was involved in advising The
Greenhouse Fund Limited. When The Greenhouse Fund Limited acquired Molectra
Australia in 2008 and concurrently changed its name to Molectra Group Limited,
Mr Sargent became Chief Financial Officer of the enlarged group.
Mr Sargent will retire from the Board immediately following Admission but will
continue as an employee of the Company carrying on the role of financial
controller.
The Acquisition comprises the conditional purchase by the Company of the entire
issued share capital of Ila from the Vendors in consideration for the allotment
and issue, credited as fully paid, of up to 763,308,454 Consideration Shares.
The Consideration Shares will be split into two tranches: 388,600,221 Initial
Consideration Shares, which will be allotted to the Vendors on Completion; and
up to 374,708,233 Contingent Consideration Shares, which will be allotted to the
Vendors depending on whether or not Baylon receives a tax rebate from the
Australian authorities, as described further below. The Consideration Shares
will rank pari passu in all respects with the Existing Shares in issue as at the
date of the Acquisition Agreement.
The Existing Directors understand that Molectra Australia, which remains a
wholly owned subsidiary of Baylon, may receive a potentially material tax credit
following Admission. There is no guarantee that any tax credit will be received
or, if such a tax credit is received, what its value will be. As this tax credit
could potentially be a material asset for Baylon, it was taken into account when
the terms of the Acquisition were negotiated. If the full estimated value of the
potential tax credit (GBP554,444) is received, then none of the Contingent
Consideration Shares will be allotted to the Vendors. If no tax credit is
received by the deadline of 31 December 2010 (subject to extension to 31 March
2011), or if such a tax credit is received but it is less than the estimated
value of GBP554,444, then some or all of the Contingent Consideration Shares
will be allotted to the Vendors, depending on the value of the tax credit
received. As the tax credit will be paid in Australian Dollars, the Company will
be subject to the risk of exchange rate movements prior to the receipt of the
tax credit, if any. The Acquisition Agreement has been entered into by the
Company with certain shareholders of Ila, representing approximately 64 per
cent. of the entire issued share capital of Ila. Arrangements have been put in
place for the remaining shareholders of Ila to execute a voluntary transfer of
their shares in favour of Baylon, or failing which, for such shares to be
acquired pursuant to a drag-along right in the articles of association of Ila.
Completion of the Acquisition Agreement is conditional upon the effective
transfer of these remaining shares to the Company. This condition may be waived
in whole or in part by the Company, but this announcement and the Admission
Document assumes the acquisition of all of the shares in Ila by the Company.
The Acquisition is conditional, inter alia, upon (i) the passing of the
Resolutions numbered 1, 2 and 3 at the Baylon EGM, (ii) the Acquisition
Agreement being unconditional except in respect of Admission, (iii) the Takeover
Panel granting a waiver of the obligation of Ila to make a general offer for the
Company under Rule 9 of the City Code, and (iv) Admission of the Enlarged Share
Capital to trading on AIM.
The Company has the ability to terminate the Acquisition Agreement prior to
Completion if there shall have occurred a material breach of the Acquisition
Agreement by certain of the key Vendors, including a material breach of any
warranty or pre-completion undertaking, upon the occurrence of any event which
would result in a material breach of any of the warranties upon their repetition
at Completion, or upon the occurrence of certain other adverse events in respect
of Ila, provided that any such event or events have or is likely to have a
material adverse effect on Ila.
Simon McGivern also has the ability to terminate the Acquisition Agreement on
behalf of the relevant Vendors prior to Completion if there shall have occurred
a material breach of the Acquisition Agreement by the Company, including a
material breach of any warranty or pre-completion undertaking, upon the
occurrence of any event which would result in a material breach of any of the
warranties upon their repetition at Completion, or upon the occurrence of
certain other adverse event in respect of the Company, provided that any such
termination event has or is likely to have a material adverse effect on the
Company.
Subject to certain very limited circumstances, the Company has agreed to make a
contribution to Ila's costs. This contribution is classified as an inducement
fee under the City Code and the maximum amount of such payment by the Company is
GBP50,000.
It is the intention of the Directors to retain cash generated through the
operations of the Enlarged Group to finance expansion and investment
opportunities. Accordingly, the Directors do not believe that the Company will
pay dividends for the foreseeable future.
The City Code governs, amongst other things, transactions that may result in a
change of control of a public company to which the City Code applies, including
the Company. Under Rule 9, where a person acquires an interest (as such term is
defined in the City Code) in shares which, when taken together with any shares
in which he is already interested and in which persons acting in concert with
him are interested, carry 30 per cent. or more of the voting rights of a company
that is subject to the City Code, such person or group is normally required to
make a general offer to all the remaining shareholders to acquire their shares.
Similarly, when any person together with persons acting in concert with him is
interested in shares which, in the aggregate, carry not less than 30 per cent.
of the voting rights of such a company but does not hold shares carrying more
than 50 per cent. of such voting rights, a general offer will normally be
required if any further interests in shares are acquired by any such person.
An offer under Rule 9 must be in cash and at the highest price paid during the
preceding 12 months for any interest in shares of the Company by the person
required to make the offer or any person acting in concert with him.
Persons acting in concert comprise persons who, pursuant to an agreement or
understanding (whether formal or informal), actively co-operate to obtain or
consolidate control of, or frustrate the successful outcome of an offer for, the
Company.
For the purposes of the City Code, all of the members of the Concert Party are
deemed to be acting in concert, and their interests are to be aggregated.
Further information about the Concert Party is set out in paragraph 7.6 of Part
VII of the Admission Document.
Assuming that (i) the Resolutions are duly passed, (ii) all of the Consideration
Shares (i.e. the Initial Consideration Shares and the Contingent Consideration
Shares) are issued under the terms of the Acquisition Agreement, (iii) the
potential tax credit due to Molectra Australia is not received before 31
December 2010, and (iv) no options or other rights to subscribe for Shares are
exercised between the date of this document and Admission, the Concert Party
will hold, in aggregate, 488,910,608 Shares, representing approximately 53.4 per
cent. of the Company's issued ordinary share capital. Assuming exercise in full
by the members of the Concert Party of the Rollover Options that will be held by
members of the Concert Party following Admission (and assuming that no other
person exercises any option or other right to subscribe for shares in the
Company) the members of the Concert Party will between them own 531,296,260
Shares representing approximately 55.8 per cent. of the Company's enlarged
issued share capital. The Rollover Options will become exercisable on 31 March
2010 subject to the terms of the Ila EMI Scheme. The relevant holdings of each
Concert Party member, now and following implementation of the Acquisition and
following the exercise of the Rollover Options on the basis set out above, are
stated in paragraph 7.6 of Part VII of the Admission Document.
At Admission, when the Initial Consideration Shares and the Arbuthnot Shares
will be allotted, the members of the Concert Party will between them be issued
with 248,904,318 Shares, representing approximately 46.0 per cent. of the
Company's issued ordinary share capital.
Following the issue of the Contingent Consideration Shares (and based on the
above assumptions), the members of the Concert Party will between them be
interested in 488,910,608 Shares, representing approximately 53.4 per cent. of
the Company's issued ordinary share capital. This means that members of the
Concert Party may acquire further Shares without limit without being required to
make a general offer for the balance of the Shares not held by them.
In the absence of a waiver granted by the Panel, Rule 9 would require the
Concert Party to make a general offer for the balance of the Shares in issue
immediately following the Acquisition. The Panel has been consulted and has
agreed, subject to the passing on a poll by Shareholders of the Whitewash
Resolution, to waive the obligation on the Concert Party that would otherwise
arise under Rule 9, as a result of the issue of the Consideration Shares
pursuant to the Acquisition, for a general offer to be made by the Concert Party
for the balance of the issued Shares not already held by the Concert Party.
On 24 March 2009, the Company adopted a new share option scheme (the Share
Option Scheme), under which the Company has authority to grant options to
employees or directors of, and consultants to, the Company and any of its
subsidiaries. Options over 16,600,000 Shares have been granted under this
scheme. Under the terms of the scheme the number of Shares under option cannot
exceed 10 per cent. of the Company's issued share capital as at the date of
grant.
The Company proposes to continue to use the Share Option Scheme to reward and
incentivise directors and senior management and attract, retain and motivate
individuals to ensure the long term success of the Company.
Ila has granted options over its own shares under the Ila EMI Scheme to Simon
McGivern, James Phillips and another employee, Nick Christie. These options
will be exchanged for new options over Shares on Completion (the Rollover
Options) and remain subject to the rules of the Ila EMI Scheme. Following
Completion, the number of Shares that will be under option to these individuals
will be 54,329,284. The exercise price of the Rollover Options will be 0.078p
per Share. The total percentage of the diluted Contingent Enlarged Share
Capital (i.e. assuming conversion of all outstanding options) under option
immediately following Completion will be 7.4 per cent.
As the number of Shares subject to the Rollover Options to be granted to Messrs
McGivern, Phillips and Christie is based on the number of Consideration Shares
issued to the Vendors as a whole (i.e. the total number of Initial Consideration
Shares and Contingent Consideration Shares), the receipt of any tax credit by
Molectra Australia that would lead to some or all of the Contingent
Consideration Shares not being issued will require the concurrent cancellation
of a proportion of the Rollover Options in respect of the relevant number of
Shares. This will be done on the same mathematical basis as the reduction in
the number of Contingent Consideration Shares to be allotted under the
Acquisition Agreement. The maximum number of Shares in respect of which a
proportion of the Rollover Options will be cancelled will be 26,670,255, and the
Rollover Options will be cancelled in respect of the maximum number of Shares if
a tax credit to the value of GBP554,444 or above is received prior to 31
December 2010 (subject to extension to 31 March 2011). If no tax credit is
received by 31 December 2010 (subject to extension to 31 March 2011), or if it
has a value of zero, no proportion of the Rollover Options will be cancelled.
If a tax credit of between zero and GBP554,444 is received, the Rollover Options
will be cancelled in respect of a proportionate number of Shares on a pro rata
basis.
Under the terms of the lock-in deeds, the Existing Directors, (including Rodger
Sargent who will continue to be an Applicable Employee within the meaning of the
AIM Rules, Simon McGivern, James Phillips and Zag, being Related Parties as
defined by the AIM Rules, have agreed with Arbuthnot and the Company not to
sell, transfer or otherwise dispose of any interest in any Shares held by them
immediately following Admission, other than in certain limited circumstances,
for a period of 12 months following Admission pursuant to Rule 7 of the AIM
Rules.
The Existing Directors (including Rodger Sargent) the Proposed Directors and Zag
have also agreed that any sale or disposal of Shares will be effected through
Arbuthnot for such time as it remains the Company's broker and/or nominated
adviser under the AIM Rules and offers competitive terms for such sale or
disposal.
Assuming all of the Contingent Consideration Shares are issued during the
lock-in period, the lock-in arrangements outlined above will apply in respect of
466,601,208 Shares representing approximately 51.0 per cent. of the Enlarged
Share Capital.
In accordance with Rule 28 of the AIM Rules, the Admission Document does not
contain historical financial information on Baylon which would otherwise be
required under Section 20 of Annex I of the AIM Rules. Audited financial
statements of Baylon for the three years ended 31 December 2008 and unaudited
interim financial accounts of Baylon for the six months to 30 June 2009 are
available from the Company's website at www.molectra.com.au. As at 12 February
2010, Baylon had cash reserves of approximately GBP650,000.
In the period from 1 October 2009 to 31 December 2009, Ila has continued to make
satisfactory progress in relation to both its sales pipeline and new product
development. A number of trials of Ila's products are beginning with major new
retailers, in particular in Canada and across Europe. In the UK, Ila is
currently discussing trials of its products with a number of further major
retailers. In addition, new channels are responding well to sales initiatives,
in particular, television sales networks and catalogue chains. Following a
strong Christmas trading period, relationships with existing retailers are
developing well, with Ila's largest customer requesting the presentation of
three new Ila products for 2010. New product development is providing further
momentum, with prototypes being well received by existing and new customers.
An Extraordinary General Meeting, notice of which is set out in the Admission
Document will be held at the offices of Norton Rose LLP, 3 More London
Riverside, London SE1 2AQ, on 4 March 2010 at 10.00 a.m. at which the
Resolutions will be proposed to approve the waiver of Rule 9 of the City Code,
the acquisition of Ila, an extension of the Company's authority to allot shares
in the Company in order to effect the acquisition, and the Company's change of
name to Ila Group Limited.
The Resolutions are set out in full in the notice of Baylon EGM in the Admission
Document.
Application will be made to the London Stock Exchange for the Existing Shares to
be re-admitted to trading on AIM and for the Initial Consideration Shares and
the Arbuthnot Shares to be admitted to trading on AIM, conditional upon, inter
alia, the approval of the Acquisition at the Baylon EGM. Application will be
made for the Contingent Consideration Shares to be admitted to trading on AIM
once it is confirmed whether, and if so how many, Contingent Consideration
Shares will be issued.
It is expected that Admission will become effective and dealings will commence
in the Enlarged Share Capital on 5 March 2010. No application has or will be
made for the Enlarged Share Capital to be admitted to trading or to be listed on
any other stock exchange.
The Articles permit the Company to issue Shares in uncertificated form in
accordance with the CREST Regulations. CREST is a paperless settlement system
enabling title to securities to be evidenced otherwise than by certificate and
transferred otherwise than by written instrument, in accordance with the CREST
Regulations.
Settlement of transactions in the Shares following Admission may take place
within the CREST system if Shareholders so wish. CREST is a voluntary system and
holders of Shares who wish to receive and retain share certificates will be able
to do so.
For more information concerning CREST, Shareholders should contact their brokers
or Euroclear UK & Ireland Limited at 33 Cannon Street, London EC4M 5SB. Trading
in the Company's Shares on AIM will require Shareholders to deal through a
stockbroker or other intermediary who is a member of the London Stock Exchange.
14. Admission Document
The Company has published an Admission Document in connection with the above
proposals which is being sent to Baylon Shareholders together with a notice of
EGM and a Form of Proxy for use at the Baylon EGM. A copy of the Admission
Document is available from the Company's registered office and on its website at
www.molectragroup.co.uk.



EXPECTED TIMETABLE OF PRINCIPAL EVENTS

+--------------------------------+------------------------------+
| Latest time and date for | 10.00 a.m. on 2 March 2010 |
| lodging forms of proxy for the | |
| Baylon EGM | |
| | |
+--------------------------------+------------------------------+
| Baylon EGM | 10.00 a.m. on 4 March 2010 |
| | |
+--------------------------------+------------------------------+
| Completion of the Acquisition | 5 March 2010 |
| | |
+--------------------------------+------------------------------+
| Expected date of Admission and | 8.00 a.m. on 5 March 2010 |
| commencement of dealings in | |
| the Enlarged Share Capital on | |
| AIM | |
+--------------------------------+------------------------------+

DEFINITIONS

+----------------------------+----------------------------------+
| Acquisition | the proposed acquisition by |
| | Baylon of the entire issued |
| | share capital of Ila; |
+----------------------------+----------------------------------+
| Acquisition Agreement | the agreement relating to the |
| | Acquisition, made between Baylon |
| | and certain of the Vendors, a |
| | summary of which is set out in |
| | paragraph 3 of Part VII of the |
| | Admission Document; |
+----------------------------+----------------------------------+
| Admission | admission of the Enlarged Share |
| | Capital to trading on AIM |
| | becoming effective in accordance |
| | with Rule 6 of the AIM Rules; |
+----------------------------+----------------------------------+
| Admission Document | the document which has been |
| | produced pursuant to the AIM |
| | Rules, disclosing information |
| | required for Admission, which |
| | has today been sent to Baylon |
| | Shareholders and made available |
| | on the Company's website at |
| | www.molectragroup.co.uk; |
+----------------------------+----------------------------------+
| AIM | the market of that name operated |
| | by the London Stock Exchange; |
+----------------------------+----------------------------------+
| AIM Rules | the rules of the London Stock |
| | Exchange for AIM companies and |
| | their nominated advisers |
| | governing admission to and |
| | operation of AIM, as amended |
| | from time to time; |
+----------------------------+----------------------------------+
| Arbuthnot or Arbuthnot | Arbuthnot Securities Limited, |
| Securities | the Company's nominated adviser |
| | and broker, authorised and |
| | regulated by the FSA and a |
| | member of the LSE; |
+----------------------------+----------------------------------+
| Arbuthnot Shares | the 5,681,819 Shares to be |
| | allotted and issued to Arbuthnot |
| | at Admission pursuant to the |
| | Introduction Agreement; |
+----------------------------+----------------------------------+
| Articles | Articles of Association of |
| | Baylon; |
+----------------------------+----------------------------------+
| Austrlian Assets | The assets of Molectra Australia |
| | sold by Molectra Australia or |
| | Baylon, as appropriate, pursuant |
| | to the Disposal Agreements; |
+----------------------------+----------------------------------+
| Baylon EGM | the Extraordinary General |
| | Meeting of Baylon Shareholders |
| | at which Baylon Shareholders |
| | will vote on the Resolutions, |
| | such Resolutions and a copy of |
| | the notice of extraordinary |
| | general meeting being in the |
| | Admission Document; |
+----------------------------+----------------------------------+
| Baylon Shareholders | registered holders of Shares; |
+----------------------------+----------------------------------+
| BBH or Bartle Bogle | Bartle Bogle Hegarty Limited; |
| Hegarty | |
+----------------------------+----------------------------------+
| City Code | the City Code on Takeovers and |
| | Mergers administered by the |
| | Panel; |
+----------------------------+----------------------------------+
| Company or Baylon | Baylon Holdings Limited; |
+----------------------------+----------------------------------+
| Completion | completion of the Acquisition in |
| | accordance with the terms of the |
| | Acquisition Agreement; |
+----------------------------+----------------------------------+
| Concert Party | Simon McGivern, James Phillips, |
| | Brian McGivern, Vanessa |
| | McGivern, Timothy Phillips and |
| | Zag, (each of them being "a |
| | member of the Concert Party"), |
| | all of whom are regarded for the |
| | purposes of the City Code as |
| | acting in concert (as defined in |
| | the City Code) in relation to |
| | the Company and its share |
| | capital; |
+----------------------------+----------------------------------+
| Consideration Shares | the Initial Consideration Shares |
| | and the Contingent Consideration |
| | Shares; |
+----------------------------+----------------------------------+
| Contingent Consideration | the up to 374,708,233 Shares to |
| Shares | be allotted and issued to the |
| | Vendors following Completion |
| | pursuant to the Acquisition |
| | Agreement (or arrangements made |
| | pursuant thereto) depending on |
| | the value of any tax credit |
| | received by Molectra Australia, |
| | if any; |
+----------------------------+----------------------------------+
| Contingent Enlarged Share | the issued share capital of the |
| Capital | Enlarged Group assuming all of |
| | the Consideration Shares and the |
| | Arbuthnot Shares are issued; |
+----------------------------+----------------------------------+
| CREST | the computerised settlement |
| | system to facilitate the |
| | transfer of title of shares in |
| | uncertificated form, operated by |
| | CRESTCo Limited; |
+----------------------------+----------------------------------+
| CREST Regulations | the Uncertificated Securities |
| | Regulations 2001 (SI 2001/3755), |
| | including modifications thereof |
| | or any regulations in |
| | substitution thereof made under |
| | section 207 of the Act for the |
| | time being in force and the |
| | Companies (Uncertificated |
| | Securities) (Jersey) Order 1999 |
| | (and in the event of any |
| | inconsistency, the latter shall |
| | prevail); |
+----------------------------+----------------------------------+
| Directors or Board | the directors of Baylon |
| | immediately following Admission; |
+----------------------------+----------------------------------+
| Disposal | the disposal of the Australian |
| | Assets on the terms of the |
| | Disposal Agreements; |
+----------------------------+----------------------------------+
| Disposal Agreements | the agreements between, inter |
| | alia, Baylon, Molectra |
| | Australia, Molectra Holdings |
| | Limited and Molectra |
| | Technologies Pty Limited |
| | relating to the sale by Baylon |
| | and Molectra Australia of the |
| | Australian Assets; |
+----------------------------+----------------------------------+
| Enlarged Group | the Group as enlarged by the |
| | Acquisition; |
+----------------------------+----------------------------------+
| Enlarged Share Capital | the issued share capital of the |
| | Enlarged Group immediately |
| | following Admission including |
| | the Existing Shares, the Initial |
| | Consideration Shares and the |
| | Arbuthnot Shares; |
+----------------------------+----------------------------------+
| Existing Directors | the directors of Baylon at the |
| | date of this announcement, whose |
| | names appear on page 4 of the |
| | Admission Document; |
+----------------------------+----------------------------------+
| Existing Shares | the Shares in issue as at the |
| | date of this announcement; |
+----------------------------+----------------------------------+
| Existing Share Capital | the issued share capital of |
| | Baylon as at the date of this |
| | announcement; |
+----------------------------+----------------------------------+
| Existing Shareholders | holders of Existing Shares; |
+----------------------------+----------------------------------+
| Form of Proxy | the form of proxy which |
| | accompanies the Admission |
| | Document for use by Existing |
| | Shareholders in connection with |
| | the Baylon EGM; |
+----------------------------+----------------------------------+
| FSA | The Financial Services Authority |
| | of the United Kingdom; |
+----------------------------+----------------------------------+
| Group | Baylon Holdings Limited and its |
| | subsidiaries; |
+----------------------------+----------------------------------+
| Ila EMI Scheme | the Ila Security Limited |
| | Enterprise Management Incentive |
| | Share Scheme; |
+----------------------------+----------------------------------+
| Ila | Ila Security Limited, a company |
| | incorporated on 2 July 2008 |
| | under the laws of England and |
| | Wales with company no. 06635706; |
+----------------------------+----------------------------------+
| Introduction Agreement | The conditional agreement dated |
| | 15 February 2010 between |
| | Arbuthnot, Baylon, Paul Gazzard |
| | and the Proposed Directors |
| | relating to the Admission, |
| | further details of which are set |
| | out in paragraph 11.6 of Part |
| | VII of the Admission Document; |
+----------------------------+----------------------------------+
| Jersey | the Bailiwick of Jersey; |
+----------------------------+----------------------------------+
| Law or Jersey Law | The Companies (Jersey) Law 1991, |
| | as amended; |
+----------------------------+----------------------------------+
| Locca | Locca Tech Limited, a company |
| | incorporated on 4 August 2003 |
| | under the laws of England and |
| | Wales with company no. 04854785; |
+----------------------------+----------------------------------+
| London Stock Exchange | London Stock Exchange plc; |
+----------------------------+----------------------------------+
| Molectra Australia | Molectra Australia Pty Limited, |
| | a company incorporated on 6 |
| | March 2006 in Queensland, |
| | Australia with company no. |
| | 118664430; |
+----------------------------+----------------------------------+
| Ordinary Resolution | a resolution proposed and passed |
| | as such by a simple majority of |
| | the total number of votes cast |
| | for an against such resolution; |
+----------------------------+----------------------------------+
| Panel | The Panel on Takeovers and |
| | Mergers; |
+----------------------------+----------------------------------+
| Proposed Directors | the proposed directors of Baylon |
| | whose names appear on page 4 of |
| | the Admission Document; |
+----------------------------+----------------------------------+
| QCA Guidelines | the guidelines for corporate |
| | governance of AIM companies |
| | published by the Quoted |
| | Companies Alliance; |
+----------------------------+----------------------------------+
| Resolutions | the resolutions described in the |
| | notice of extraordinary general |
| | meeting set out at page 73 of |
| | the Admission Document; |
+----------------------------+----------------------------------+
| Rollover Options | the options over Baylon Shares |
| | to be issued at Completion to |
| | the current holders of options |
| | over Ila shares in exchange for |
| | the cancellation of those |
| | options; |
+----------------------------+----------------------------------+
| Share Option Scheme | the Baylon Holdings Limited |
| | Share Option Scheme; |
+----------------------------+----------------------------------+
| Shares | ordinary shares of no par value |
| | in the capital of Baylon; |
+----------------------------+----------------------------------+
| Shareholders or Baylon | persons who are registered |
| Shareholders | holders of Shares; |
+----------------------------+----------------------------------+
| UK or United Kingdom | the United Kingdom of Great |
| | Britain and Northern Ireland; |
+----------------------------+----------------------------------+
| US or United States | the United States of America |
| | (including states of the United |
| | States and District of |
| | Columbia), its possessions and |
| | territories and all other areas |
| | subject to its jurisdiction; |
+----------------------------+----------------------------------+
| Vendors | the current shareholders of Ila, |
| | who will be selling their shares |
| | in Ila to the Company pursuant |
| | to the Acquisition Agreement and |
| | the other agreements or |
| | mechanisms described in the |
| | Admission Document; |
+----------------------------+----------------------------------+
| Whitewash | waiver of the obligations that |
| | would otherwise arise under Rule |
| | 9 of the City Code for the |
| | Concert Party to make a general |
| | cash offer for the whole of the |
| | Company's Existing Share |
| | Capital; |
+----------------------------+----------------------------------+
| Whitewash Resolution | the Ordinary Resolution |
| | concerning the Whitewash to be |
| | proposed on a poll at the Baylon |
| | EGM and set out in the notice of |
| | EGM as Resolution 1; |
+----------------------------+----------------------------------+
| Zag | Zag Limited, a company |
| | registered in England with |
| | company number 05589757 and |
| | whose registered office address |
| | is at 60 Kingly Street, London |
| | W1B 5DS; and |
+----------------------------+----------------------------------+
| GBP or Sterling | the lawful currency of the |
| | United Kingdom. |
+----------------------------+----------------------------------+



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

[pre] 15/2/2010 07:56

back on today...rns out...should be very interesting indeed:-)))

[pre] 23/12/2009 10:45

well done to you and D6:-)

[lord santafe] 23/12/2009 09:28

Exactly the same thing is happening with FIE cash shell. Valued at 1.3m and already has 2.4m dollars and is going to be repaid 1.5m dollars sometime this month.

1.3m british pounds for 3.9m american dollars. Thanks to Fieldbury Investments it does look like me and double6 will be having a very happy new year.

[pre] 23/12/2009 08:17

Bingo!!!! Well there you go...potential reverse takeover and sale of business....should see some significant upside here when suspension lifted imo, dyor etc:-)))

[pre] 30/10/2009 11:40

..be interesting to see what the plans are...any sniff of a move into oil/gas/minerals could see significant upside here imo....

[pre] 23/10/2009 15:30

..cash shell...move into natural resources ....oil/gas/minerals etc perhaps? If they do...could be a significant multibagger from here imo,dyor...

[double6] 28/9/2009 13:31

(Don't quite have such a sizeable holding!)

[todworth] 28/9/2009 13:28

take it u sold those double6