![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Crystalband | LSE:CRYB | London | Ordinary Share | GB00B05R5L10 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.74 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:2074I Crystalband PLC 04 February 2005 4 FEBRUARY 2005 CRYSTALBAND PLC ADMISSION TO TRADING ON AIM Placing of up to 3,833,334 new Ordinary Shares at 12p per share Crystalband Plc ("Crystalband") was formed in September 2004 as a cash shell to attract companies and businesses which are seeking admission to AIM. The Company raised #1.6 million before expenses by way of an offer for subscription which closed on 28 October 2004. The funds were raised in order to complete the due diligence on potential target businesses and as working capital for the Company. On 16 November 2004, Crystalband acquired the entire issued share capital of Frame 1 (2004) Limited ("Frame 1"). The current business of Frame 1 comprises the manufacture and supply of standard and "made to measure" PVC windows and doors to builders merchants, and the manufacture, supply and fit of made to measure windows to house builders and trade customers. - Crystalband Plc starts trading today on AIM. - Market capitalisation at Placing price is #2.7 m. - WH Ireland Ltd is Financial Adviser, Nominated Adviser and Broker. For further information: David Youngman W.H. Ireland Limited 0161 832 2174 Crystalband Plc AIM ADMISSION Placing of up to 3,833,334 new Ordinary Shares at 12p per share Admission to trading on AIM by Nominated Adviser and Broker W.H. Ireland Limited Crystalband was incorporated in September 2004 as a cash shell to attract companies and businesses which are seeking admission to trade on AIM. By an information memorandum dated 23 September 2004, the Company raised #1.6 million before expenses by way of an offer for subscription which closed on 28 October 2004. The funds were raised in order to complete the due diligence on potential target businesses and as working capital for the Company. On 16 November 2004, Crystalband acquired the entire issued share capital of Frame 1. INFORMATION ON FRAME 1 Background and History Frame 1 was incorporated in September 2004 to acquire the business and assets of BHD Flint, a manufacturer of PVC windows and doors, which was a subsidiary of BHD Group Limited which had been in administrative receivership since 11 August 2004. Previously the business of BHD Flint had been a division of Magnet Limited. John Mark, the managing director, was one of the team who took over the running of the business at that time. BHD Group Limited acquired the business in July 2002, adding to its portfolio of businesses that manufactured conservatories, shower enclosures, PVC windows and patio doors to supply the large DIY outlets. The Directors believe that BHD Flint was acquired by BHD Group Limited to provide its group with additional manufacturing capacity to meet the fluctuating demand of its large customers. BHD Group Limited was placed into administrative receivership on 11 August 2004. During this period of ownership BHD Flint went through periods of manufacturing different products for different customers of BHD Group Limited including the manufacturing and fitting of "made to measure" windows for house builders; the supply of standard windows and doors direct to the homes of customers of a large DIY outlet and supplies of standard and "made to measure" windows and doors to builders' merchants. At the time that BHD Group Limited went into administrative receivership BHD Flint primarily manufactured standard windows for a large DIY outlet. Current Business The current business of Frame 1 comprises the manufacture and supply of standard and "made to measure" PVC windows and doors to builders merchants and trade customers and the manufacture, supply and fit of "made to measure" windows to house builders. The Directors have recently recruited a trade sales team to expand the trade sales business and also established a trade desk at its premises in Flint for passing trade. Existing Facility The business operates from two leasehold premises in Flint, North Wales. The main factory comprises approximately 36,000 square feet made up of 6,000 square feet of office space and 30,000 square feet of factory space in addition to a 30,000 square feet goods delivery yard. The second smaller factory has approximately 6,000 square feet of factory space with a 10,000 square feet goods delivery yard. Plant and equipment consists primarily of a range of PVC processing and glass unit machines which the Directors believe are in good condition and have been well maintained. The business carried on at the site has operated a BSI Kitemarked quality assurance system since 1998. The Directors have transferred the BSI licence into the name of Frame 1. During 2005, subject to the cash requirements of the business, the Directors intend to invest in machinery which they anticipate will improve production quality. The Directors believe the manufacturing capacity is currently between 2,500 and 3,000 frames per week. At present the business employs 60 managerial, support and manufacturing staff who work 38 hours a week through a 5 day shift system. Customers Trade Frame 1 has recruited a National Sales Manager and three field based salesmen who have been given the task of expanding the local North West trade supply business. A new trade desk which enables trade installation companies to buy their "made to measure" windows and doors directly from the site at Flint has also been established. DIY and Home Furnishing retailers Frame 1 currently manufactures windows and delivers directly to a major DIY retailer for the new owners of BHD Group Limited. Builders' Merchants Frame 1 currently supplies both "made to measure" and standard windows and doors to builders' merchants. Customers include Selco "The Builders' Warehouse" (which is part of the Grafton group), and Platform Builders Merchants. These windows are supplied directly by Frame 1 to the merchants. House Builders Frame 1 has contracts with several major national house builders for the supply and fitting of "made to measure" windows and doors. Frame 1 is currently in negotiation with an additional major house builder to join their list of recommended national suppliers. Suppliers Frame 1 uses a variety of materials in the assembly of its windows and doors and these materials can be sourced from a number of suppliers. John Mark and Gavin Johnson have developed good relationships with Eurocell Profiles Ltd and Premier Profiles Ltd for the supply of PVC profile. Similar relationships are in place for the bulk supply of float glass and cut to size toughened glass with Pilkington Glass Plc and Float Glass Limited. John Mark and Gavin Johnson have established relationships with a number of their suppliers. Agreed credit terms and prices have been put in place since the business was bought out of receivership. Market and Competition The Directors consider the major supplier to the DIY shed market in the UK to be Laird Lifestyle Products Limited. As the only third party supplier of "made to measure" windows to Laird Lifestyle Products Limited, the Directors believe Frame 1 is well placed to retain and increase its current market share, particularly for the "made to measure" sector. The Directors believe the supply of PVC windows and doors to the builders' merchants market is not dominated by a single supplier but is served by many companies throughout the UK. Given the good track record of the business for meeting delivery targets, the Directors believe Frame 1 is well positioned to increase business in this market. The supply and fit market to new house builders is dominated by regional suppliers. Frame 1 is one of the few national suppliers in that market. The Directors are not aware of any house builders that have a single source supply. None of the current suppliers to the target market for the new trade desk are local, being located in South Wales, Midlands, Lancashire and Yorkshire. The Directors believe Frame 1 is ideally located to expand its business in this local market, and it is anticipated it will serve the conurbations of the North Wales Coast, Chester and Wrexham, the Wirral and the M6 Cheshire corridor. DIRECTORS The biographies of the Directors of the Company, as at the date of the Prospectus, are set out below. Details of service contracts relating to the Directors are set out in paragraph 6 of Part VI of the Prospectus. John Leslie Mark (Aged 44), Managing Director John is a chartered engineer and worked as the factory manager for Magnet Limited (based in Flint) from 1998 to 2002, deputy managing director of BHD Flint Limited from 2002 to 2003 and managing director throughout 2004. Previously John worked as the group engineering manager for Magnet Limited, with responsibility for capital investment and manufacturing, process and development activities for all Magnet Limited manufacturing sites. John worked for Moores Furniture Group, Wetherby, as their engineering manager for 8 years having previously worked for Tambrands Limited as their manufacturing services manager. John began his career in the Merchant Navy as Engineering Officer Cadet working for Esso Petroleum Ltd in 1977 and graduated from the University of Newcastle-upon-Tyne with an honours degree in Engineering in 1985. Stephen Philip Collins (Aged 37), Financial Director Stephen qualified as a chartered accountant with Coopers & Lybrand in 1992 and progressed to manager in their corporate recovery department. Since leaving the profession in 1994, Stephen has held senior finance positions in a range of businesses, more recently with Ilford Imaging Limited where he was responsible for significant working capital and profitability improvements in a business undergoing substantial change. Gavin Anthony Johnson (Aged 33), Non-Executive Chairman In 1996, Gavin jointly established Warwick Developments Limited, a bespoke PVC window and door frame manufacturer based in Liverpool with turnover in excess of #3 million per annum, manufacturing over 600 units per week. Gavin has worked in the window and door manufacturing industry for many years and has well established relationships in this sector. Gavin is also a non-executive chairman of the Vista Group plc. Keith William Salisbury (Aged 36), Non-Executive Director Keith worked as a chartered accountant with Arthur Andersen and is a Member of the Securities Institute. Keith worked at the corporate finance division of Brewin Dolphin Securities Limited acting for many publicly quoted and private companies on all types of corporate finance transactions across a range of sectors including IPOs, secondary offerings, acquisitions, disposals and public to private deals. Keith is a partner of Zeus Partners and a director of Zeus Capital Limited which is an FSA regulated company providing corporate finance advice. Keith George Sadler (Aged 36), Non-Executive Director Keith is a founding member and chief executive of the Vista Group plc. Vista Group plc is a manufacturer of panel and composite doors. Keith was promoted to sales office manager in 1998 and then to sales director in December 2000. In June 2003 he was appointed managing director of Vista Group Plc. Keith led the management buy out of Vista Panels Limited from the BHD Group Limited in November 2003 Kevin Philbin (Aged 45), Non-Executive Director Kevin qualified as a solicitor in 1984 and specialises in corporate and commercial law. He is a senior partner of Wacks Caller, solicitors based in Manchester and solicitors to the Company. His directorships of other companies have included The Premiere Group PLC and the Range Cooker Company PLC which were both publicly quoted. KEY SENIOR MANAGEMENT Paul Roberts (Aged 37), National Sales Manager Paul has a proven track record spanning the last 16 years within the PVCu window market. Most recently, Paul held senior sales positions within two large trade fabricators, Speed Frame and Griffin Windows where Paul was the northern business manager. CURRENT TRADING AND PROSPECTS Gavin Johnson and John Mark have devised a strategy based on the business' reputation for quality and service, which has been designed to result in significant sales growth. A new product range of residential windows, door systems and French doors using the Eurocell Logic range has been launched. The recent recruitment of Paul Roberts as National Sales Manager, and three further field based salesmen demonstrates the Board's strategy to recruit experienced salesmen who have relationships with existing and potential customers. Current trading is satisfactory and all organisational changes, including head count reductions, have been completed. PRINCIPAL TERMS OF THE ACQUISITION On 16 November 2004 the Company acquired the entire issued share capital of Frame 1 pursuant to an Acquisition Agreement ("the Acquisition Agreement"). The consideration for the Acquisition was satisfied by the issue to the Vendors of #1,600,000 Guaranteed Loan Notes, #1,600,000 Unsecured Loan Notes and by the issue credited as fully paid of 5,500,000 Ordinary Shares to the Vendors. Further details of the Acquisition Agreement and the Loan Notes are set out in paragraph 12 of Part VI of the Prospectus. DETAILS OF THE PLACING The Company is proposing to raise #460,000 before expenses, by way of the Placing of up to 3,833,334 Placing Shares at 12p per share. Assuming full subscription, the Placing Shares will represent approximately 17.06 per cent. of the Company's issued share capital following Admission. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. CREST The Directors have arranged with CREST Co Limited for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system, if the relevant shareholders so wish. CREST is a paperless settlement procedure, which allows securities to be evidenced without a certificate and transferred otherwise than by written instrument. The Articles permit the holding and transfer of Ordinary Shares under the CREST system. CREST is a voluntary system and holders of the Existing Ordinary Shares and the Placing Shares who wish to receive and retain certificates in respect of Ordinary Shares will be able to do so. USE OF FUNDS The total funds raised from the Placing will be utilised by the Company to cover the expenses of the Proposals. TAX RELIEFS AVAILABLE TO INVESTORS For shareholders who are individuals, taper relief may apply depending on the length of ownership so that the effective rate of capital gains tax on any gain on a disposal by an individual shareholder may be reduced the longer the Ordinary Shares are held. Indexation allowance no longer applies in the case of individual shareholders. For corporate shareholders an indexation allowance (not taper relief) will be available on a disposal in respect of the subscription cost of the Ordinary Shares. An indexation allowance cannot be used to create or increase a loss for tax purposes. CORPORATE GOVERNANCE The Board recognises the importance of sound corporate governance whilst taking into account the size and nature of the Company. As the Company grows, the Directors intend that the Company should develop policies and procedures which reflect the Principles of Good Governance and Code of Best Practice, as published by the Committee on Corporate Governance (commonly known as the " Combined Code on Corporate Governance") and which are appropriate for a Company of its size. The Board will take such measures, so far as is practicable, to comply with the Combined Code. The Directors have, subject to Admission, established an audit committee and a remuneration committee. The audit committee will meet at least twice per annum and will be responsible for ensuring the integrity of the financial information reported to shareholders and the systems of internal controls. This committee will provide an opportunity for reporting by the Company's auditors. The Managing Director and Finance Director will attend meetings by invitation. The remuneration committee will meet at least once per annum to determine the terms of employment and total remuneration of the executive Directors, including the granting of share options. The objective of this committee will be to attract, retain and motivate executives capable of delivering the Company's objectives. Both these committees will consist of Gavin Johnson, Keith Salisbury and Kevin Philbin. The Company will ensure, in accordance with Rule 19 of the AIM Rules, that the Directors and applicable employees do not deal in any of the Ordinary Shares during a close period (as defined in the AIM Rules) and will take all reasonable steps to ensure compliance by the Directors and applicable employees. LOCK-IN ARRANGEMENTS The Vendors have agreed that pursuant to the Acquisition they will not (save in certain specific circumstances) dispose of any Existing Ordinary Shares held by them for a period of two years following Admission. The Placing Shares and remaining Existing Ordinary Shares are not subject to any lock-in agreement. The lock in arrangements above shall not prevent disposals being made in the following circumstances: (a) In acceptance of a general offer for all Ordinary Shares in the capital of the Company (other than any such shares which are already owned by the person making such offer or any person(s) acting in concert with it) and made in accordance with the City Code on Takeovers and Mergers: (i) whether or not such general offer shall have been recommended by the directors of the Company or shall have become unconditional as to acceptance; or (ii) pursuant to the provision of an irrevocable undertaking to accept such an offer or a sale of the Company; (b) by personal representatives of a shareholder in accordance with the reasonable requirements of the Company; and (c) pursuant to the requirements of Section 425 of the Act or pursuant to Section 110 of the Insolvency Act 1986. SHARE OPTIONS The Directors believe that the commitment of employees can be enhanced by the use of share options. The Company is therefore proposing to establish an Enterprise Management Incentive share option scheme and an unapproved share option scheme prior to Admission. Further details of the proposed schemes are set out at paragraph 6A of Part VI of the Prospectus. DIVIDEND POLICY It is expected that any cash generated by the Group's operations in the short to medium term will be devoted to funding the Group's planned development. The Board, however, will continue to review the appropriateness of its dividend policy as the Group develops. FURTHER INFORMATION Your attention is drawn to the Prospectus, which provides additional information on the matters discussed above. DEFINTIONS The following words and expressions shall have the following meanings in this document, unless the context otherwise requires: "Acquisition" the acquisition by the Company of the entire issued share capital of Frame 1 from the Vendors which was completed on 16 November 2004; "Act" the Companies Act 1985 (as amended); "Admission" the admission of the Existing Ordinary Shares and the Placing Shares to trading on AIM and such admission becoming effective in accordance with Rule 6 of the AIM Rules; "AIM" the Alternative Investment Market of the London Stock Exchange; "AIM Rules" the rules published by the London Stock Exchange from time to time governing the admission to and the operation of AIM; "Articles" the Company's articles of association as amended from time to time; "BHD Flint" BHD Flint Limited (in Receivership) which formerly carried on the business of Frame 1; "Board" or "Directors" the directors of the Company, whose names appear on page 4 of this document; "Company" or "Crystalband" Crystalband plc (registered in England and Wales under number 5232600); "CREST" the computerised settlement system to facilitate the transfer of title of shares in uncertificated form operated by CREST Co Limited; "Existing Ordinary Shares" the 18,636,400 Ordinary Shares in issue at the date of the Prospectus; "Frame 1" Frame 1 (2004) Limited (registered in England and Wales under number 5101189); "Group" the Company and its subsidiary Frame 1; "Loan Notes" the #1,600,000 Guaranteed Loan Notes and #1,600,000 Unsecured Fixed Rate Loan Notes of the Company issued to the Vendors on completion of the Acquisition; "London Stock Exchange" London Stock Exchange plc; "Offer for Subscription" the offer for subscription made by the Company to certain specific individuals in the terms of an information memorandum dated 24 September 2004; "Official List" the Official List of the UK Listing Authority; "Ordinary Shares" ordinary shares of 0.5p in the capital of the Company; "Placing Agreement" the conditional agreement dated 28 January 2005 between the Company (1), the Directors (2) and W.H. Ireland (3), the principal terms of which are set out in paragraph 12.1.4 of Part VI of the Prospectus; "Placing Price" 12p per Placing Share; "Placing Shares" the 3,833,334 Ordinary Shares which are the subject of the Placing; "Placing" the conditional placing of the Placing Shares pursuant to the Placing Agreement; "POS Regulations" the Public Offers of Securities Regulations 1995 (as amended); "Proposals" the Placing and Admission; "Prospectus" the document, produced by the Company, in respect of its admission to AIM, dated 28 January 2005 copies of which are available from W.H. Ireland on the number given at page 1 of this notice; "PVC" the building material Unplasticised Polyvinyl Chloride; "Shareholders" holders of Existing Ordinary Shares; "UK Listing Authority" the Financial Services Authority acting in its capacity as a competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000, including where the context so permits any committee, employee or servant of such authority to whom any function of the UK Listing Authority may from time to time be delegated; "Vendors" the shareholders of Frame 1 being a consortium of investors led by G.A. Johnson; and "W.H. Ireland" W.H. Ireland Limited. This information is provided by RNS The company news service from the London Stock Exchange END MSCUOVNRVWRURAR
1 Year Crystalband Chart |
1 Month Crystalband Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions