Sch 1 - Rubicon Diversified Investments plc (5096F)

TIDMRUBI

RNS Number : 5096F

AIM

15 June 2012

 
     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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  Rubicon Diversified Investments Plc 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
  Belmont House 
  Station Way 
  Crawley 
  West Sussex 
  RH10 1JA 
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 COUNTRY OF INCORPORATION: 
 
  England and Wales 
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 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
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  www.rubicondiv.co.uk 
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 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: 
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  Rubicon Diversified Investments Plc is an investing company 
  focused on making an acquisition or acquisitions in the global 
  aviation and aviation services sector, particularly in Africa. 
 
  Following admission and completion of the proposed acquisitions 
  the Company will operate scheduled air services in Kenya, Angola 
  and Ghana under the 'Fly540' brand. 
 
  The Company is seeking admission as a result of the proposed 
  acquisition of Lonrho Aviation (BVI) Ltd. and an interest in 
  Five Forty Aviation Ltd., which would constitute a reverse 
  take-over as defined by AIM Rule 14. 
 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 shares: 1,311,830,135 
  Type: Ordinary Shares 
  Nominal value: 1 pence 
  Issue price: 3.4 pence 
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 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
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  No Capital to be raised on Admission 
 
  Anticipated Market capitalisation on Admission : GBP44.6 million 
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 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
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  78.8% 
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 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: 
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  N/A 
 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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  David Anthony Lenigas Executive Chairman 
  Geoffrey Trevor White Director 
  Richard John Blakesley Finance Director 
  Robert Burnham 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): 
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  BEFORE ADMISSION 
   Shares % 
 
   Hargeave Hale Limited 30,575,000 10.2 
   Artemis Investment Management LLP 25,000,000 8.3 
   Majedie Asset Management Limited 25,000,000 8.3 
   YF Finance Limited 18,750,000 6.2 
   Lonrho Plc 9,500,000 3.2 
 
   AFTER ADMISSION 
   Shares % 
 
   Hargreave Hale Limited 30,575,000 2.3 
   Artemis Investment Management LLP 25,000,000 1.9 
   Majedie Asset Management Limited 25,000,000 1.9 
   YF Finance Limited 18,750,000 1.4 
   Lonrho Plc 982,560,771 74.9 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
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  N/A 
 (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: 
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       (i) Anticipated Accounting reference date is 31 December - 
       An application will shortly be made to change the accounting 
       reference date from 30 June 2012 and to extend the year ending 
       30 June 2012 to an 18 month period ending 31 December 2012 
       (ii) 31 December 2011 
       (iii) 6 months results for Lonrho Aviation (BVI) Ltd. to 30 
       June 2012 (publish by 30 September 2012), interim results for 
       Rubicon Diversified Plc to 30 June 2012 (publish by 30 September 
       2012), 18 months consolidated audited accounts for the Rubicon 
       Diversified Plc group to 31 December 2012 (publish by 30 April 
       2013), half yearly report for the period to 30 June 2013 (publish 
       by 30 September 2013) 
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 EXPECTED ADMISSION DATE: 
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  2 July 2012 
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 NAME AND ADDRESS OF NOMINATED ADVISER: 
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  WH Ireland Limited 
  24 Martin Lane 
  London 
  EC4R 0DR 
 NAME AND ADDRESS OF BROKER: 
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  WH Ireland Limited 
  24 Martin Lane 
  London 
  EC4R 0DR 
 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: 
 
  The admission document will contain full details about the 
  Company and the admission of its common shares to AIM. The 
  admission document will be available at the offices of WH Ireland 
  Limited, 24 Martin Lane, London EC4R 0DR 
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 DATE OF NOTIFICATION: 
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  15 June 2012 
 NEW/ UPDATE: 
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  NEW 
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