Schedule 1 - Bidtimes plc (7535E)

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RNS Number : 7535E

AIM

12 April 2011

 
        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: 
 Bidtimes plc, to be renamed PowerHouse Energy Group plc 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 REGISTERED OFFICE: Meriden House, 6 Great Cornbow, Halesowen, 
  West Midlands B63 3AB 
  TRADING OFFICE: 2nd Floor, Berkeley Square House, Berkeley 
  Square, London W1J 6BD 
 COUNTRY OF INCORPORATION: 
 UK 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 Currently: www.bidtimes.com 
  From admission: www.powerhouseenergy.net 
 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: 
 The acquisition of PowerHouse Energy, Inc. by Bidtimes plc 
  will result in a reverse takeover under the AIM Rules. On completion 
  and prior to readmission of the Enlarged Group, the Company 
  will change its name to PowerHouse Energy Group plc. 
  The Enlarged Group will provide fully integrated waste to energy 
  solutions to its pipeline of new business opportunities, using 
  technology recently licensed by PowerHouse from Pyromex Holding 
  AG ("Pyromex"). PowerHouse has secured four sales contracts 
  and the Company is focusing on executing these near term system 
  sales in order to generate its first revenues from its new 
  waste to energy business. A key focus will be the sale of units 
  to Linc Energy, a key customer and strategic shareholder in 
  PowerHouse, and PowerHouse Energy Australia, PowerHouse's exclusive 
  distributor in Australia, as these initial sales have the potential 
  to unlock more business in the attractive markets in which 
  these companies operate. In addition, the Company will continue 
  to focus on securing new sales contracts to build its growing 
  sales pipeline. 
  The Company is also working closely with Pyromex to complete 
  the commissioning of Pyromex's first commercial system in Munich, 
  Germany, which is due to commence operation following commissioning 
  in Q2 of 2011. The successful launch of this unit is expected 
  to unlock a healthy pipeline of sales as it will be the first 
  commercial demonstration of the capability of the technology. 
 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): 
 283,670,473 new ordinary shares of a nominal value of 1 pence 
  per share. No restrictions on the transfer of securities. 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 No capital to be raised on admission. Market capitalisation 
  on admission GBP51 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 90.01 per cent*. 
  *falling to 55.27 per cent. following distribution in specie 
  by EnviroEnergy Resources Limited of its shareholding in PowerHouse 
  Energy Group plc soon after Admission. 
 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: 
 No other exchange trading platform 
 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: 
  Anthony (Tony) Thomas Brennan - Executive Chairman and Proposed 
  Deputy Chairman 
  (Nigel) Brent Fitzpatrick - Non-executive Director 
  Julian Peter Moore - Non-executive Director and Proposed Interim 
  Finance Director 
  PROPOSED DIRECTORS: 
  David Mason Moard - Proposed Executive Director 
  Ross Mitchell Lyndon-James - Proposed Executive Chairman 
  James Greenstreet - Proposed 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): 
                     Before Admission             On Admission 
                                                           Percentage 
                                Percentage                         of 
                   Number of    of Issued         Number     Enlarged 
                   Issued       Ordinary          of New       Issued 
                   Ordinary     Share           Ordinary        Share 
                   Shares       Capital           Shares      Capital 
   Lynchwood 
    Nominees 
    Limited        26,658,731   27.38                  -            - 
   Pershing 
    Nominees 
    Limited        17,000,000   17.46                  -            - 
   Fitel 
    Nominees 
    Limited        8,500,000    8.73                   -            - 
   Carl Coward     5,000,000    5.13                   -            - 
   Wall Street 
    Nominees Pty 
    Limited        5,000,000    5.13                   -            - 
   Paul Jack 
    Arundel        4,000,000    4.11                   -            - 
   Rexan 
    Holdings Pty 
    Limited        4,000,000    4.11                   -            - 
   Richard James 
    Griffiths      2,935,698    3.01                   -            - 
   EnviroEnergy 
    Resources 
    Limited        -            -            141,300,043        49.81 
   David Mason 
    Moard          -            -             58,031,989        20.46 
   Linc Energy 
    Limited        -            -             28,350,000        10.00 
   Thomas 
    McMahon        -            -             26,340,017         9.29 
   Credal Trust 
    Management 
    Limited        -            -             10,000,000         3.53 
 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 December 
  (ii) Bidtimes plc: 30 June 2010 
  PowerHouse Energy, Inc.: 30 June 2010 
  (iii) 30 June 2011; 30 September 2011; and 30 June 2012 
 EXPECTED ADMISSION DATE: 
 28 April 2011 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 Merchant Securities Limited, 51-55 Gresham Street, London EC2V 
  7HQ 
 NAME AND ADDRESS OF BROKER: 
 Merchant Securities Limited, 51-55 Gresham Street, London EC2V 
  7HQ 
 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: 
 Fladgate LLP, 16 Great Queen Street, London WC2 5DG and www.bidtimes.com 
 DATE OF NOTIFICATION: 
 11 April 2011 
 NEW/ UPDATE: 
 NEW 
 

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