Sch 1 Update - Scotty Group SE (0637D)

TIDMSCO

RNS Number : 0637D

AIM

10 May 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") 
 
 COMPANY NAME: 
 SCOTTY Group SE (the "Company") 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 Registered office address: 
  The Club House, Brooklands Road, Weybridge, Surrey KT13 0QN, 
  United Kingdom 
 
  Proposed registered office in Austria: 
  Robert Graf Platz 1, A-7000 Eisenstadt, Austria 
 
  Company trading address: 
  Teslastrasse 4, 8074 Grambach, Austria 
 COUNTRY OF INCORPORATION: 
 England & Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 www.scottygroup.com 
 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 Company is a leading provider of integrated communication 
  solutions for video, audio and data transmission over IP, ISDN 
  and SATCOM networks. The Company combines several years of 
  experience in the design and development of visual communications 
  technology and products with a deep understanding of customers' 
  requirements, resulting in individual communication packages 
  to a customer's specific needs. Amongst its customers, the 
  Company develops video and data communication solutions for 
  armed forces and governmental organisations worldwide. 
  The Company's main country of operation is Austria. 
 
  The Company's shares are currently admitted to trading on AIM. 
  The Company has proposed to change its domicile from the UK 
  to Austria which triggers cancellation and readmission of the 
  Company's shares. 
 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): 
 969,640 fully paid up ordinary shares of Euro 1 each. 
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED 
  MARKET CAPITALISATION ON ADMISSION: 
 No capital is to be raised on admission. 
 
  The market capitalisation on admission is expected to be approximately 
  GBP1.5 million. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 Approximately 31.61% 
 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: 
 
  The Company has not applied to nor agreed to have any of its 
  securities admitted or traded on any other exchange or trading 
  platform. 
 FULL NAMES AND FUNCTIONS OF DIRECTORS (underlining the first 
  name by which each is known or including any other name by 
  which each is known): 
 Dr Ernst Georg Wustinger - Non-Executive Chairman 
  Mr Kurt Kerschat - Chief Executive 
  Mr Hugh Francis Edmonds - Finance Director 
  Mr Frederick Bryan Smart - Non-Executive Director 
  Dr Hans Peter Sauerzopf -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): 
 The Company is currently aware of the following shareholdings 
  which represent 3 per cent. or more of the Company's issued 
  share capital as at 29 March 2012, being the latest date prior 
  to the issue of this announcement. As no capital is being raised 
  concurrent with Admission, these holdings are before and after 
  Admission. 
 
  Dr Ernst Georg Wustinger - 223,022 ordinary shares (23.00%) 
  Mr Christopher Neil Woodgate - 35,274 ordinary shares (3.64%) 
 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) 30 June 2011 (unaudited interim financial information) 
 
                   (iii) 30 June 2012 (accounts for the year ending 31 December 
                   2011); 
                   30 September 2012 (interim accounts for the 6 months ending 
                   30 June 2012); and 
                   30 June 2013 (accounts for the year ending 31 December 2012); 
 EXPECTED ADMISSION DATE: 
 11 May 2012 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 Cairn Financial Advisers LLP 
  61 Cheapside 
  London EC2V 6AX 
 NAME AND ADDRESS OF BROKER: 
 Northland Capital Partners Limited 
  60 Gresham Street 
  London EC2V 4BB 
 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: 
 Not applicable 
 DATE OF NOTIFICATION: 
 10 May 2012 
 NEW/ UPDATE: 
 Update 
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: 
 
 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S 
  SECURITIES HAVE BEEN TRADED: 
 The Company's securities are currently traded on AIM. 
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO 
  TRADED: 
 29 July 2004 
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT 
  HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED 
  IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS 
  OF WHERE THERE HAS BEEN ANY BREACH: 
 The Company confirms that, following due and careful enquiry, 
  it has adhered to all legal and regulatory requirements involving 
  having its securities traded on AIM. 
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS 
  WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS 
  (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: 
 www.scottygroup.com 
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  STRATEGY: 
 The Company's strategy will remain unchanged following admission. 
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING 
  POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END 
  OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE 
  BEEN PUBLISHED: 
 The following significant events occurred since 31 December 
  2010, being the end of the last financial period for which 
  audited statements have been published: 
 
  16 June 2011 - Issue of equity and related party transaction: 
  the Company issued 7,500,000 shares at 8 pence each raising 
  GBP600,000, of which Dr Ernst Wustinger subscribed for 6,250,000 
  shares and Kurt Kerschat subscribed for 312,500 shares. 
 
  5 September 2011 - Contract win: new contract with a leading 
  European army for the supply of vehicular video-SATCOM workstations 
  worth Euro 1.4 million. 
 
  27 September 2011 - Half yearly report: unaudited interim results 
  for the six months to 30 June 2011 announced. 
 
  30 September 2011 - New contracts: three new contracts to supply 
  the German Navy, NATO and the German Army worth a total of 
  up to Euro 0.7 million in the current financial year. 
 
  24 January 2012 - Trading update in relation to the second 
  half of the financial year to 31 December 2011. 
 
  28 February 2012 - Surrender of lease: agreement reached with 
  freehold owners of Bristol premises for surrender of head lease 
  in consideration of the payment of a premium of GBP150,000. 
 
  29 March 2012 - Loan from related party: short-term loan agreement 
  with Steirischer Technologie und Wachstumsfonds Beteiligungs 
  AG ("STWB"), a company in which Dr Wustinger is a 45% shareholder 
  and controls 54% of the issued share capital. The loan amount 
  is for up to GBP300,000, has been fully drawn down and is repayable 
  on 21 May 2012.* 
 
  10 May 2012 - Trading update stating that trading in 2012 has 
  fallen short of management's expectations for the year to date 
  but that the Board remains confident that the Company will 
  meet market expectations for the 2012 financial year as a whole. 
 
  All of the above were announced via RNS and full details are 
  available, inter alia, on the Company's website. 
 
 
  * On 29 March 2012, STWB agreed to rollover or extend the repayment 
  date as may be required 
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON 
  TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS 
  GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM 
  THE DATE OF ITS ADMISSION: 
 The directors of the Company have no reason to believe that 
  the working capital available to the Company will be insufficient 
  for at least 12 months from the date of its Admission. 
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE 
  AIM RULES: 
 None 
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S 
  SECURITIES: 
 Please refer to paragraph 6 of the Appendix to this pre-admission 
  announcement for details of the arrangements for settling securities. 
  The Appendix is available on the Company's website at www.scottygroup.com. 
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S 
  SECURITIES: 
 www.scottygroup.com 
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT 
  WHICH IS NOT CURRENTLY PUBLIC: 
 The Appendix to this Schedule 1 contains, inter alia, information 
  equivalent to that required for an admission document which 
  is not currently public and is available at www.scottygroup.com. 
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST 
  ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR 
  END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM 
  RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN 
  ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM 
  RULE 19: 
 www.scottygroup.com 
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 
 None 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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