ESM - Schedule One (2507D)

TIDMSGG

RNS Number : 2507D

Sterling Green Group PLC

14 May 2012

Pre-Admission Announcement ESM Schedule 1

 
Announcement to be made by the ESM Applicant prior to admission 
 in accordance with 
 rule 2 of the ESM Rules for Companies 
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All Applicants must complete the following 
Company name STERLING GREEN GROUP PLC 
 TO BE RENAMED FASTNET OIL & GAS PLC (THE 
 "COMPANY") 
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Company registered address and if different, company trading 
 address (including postcodes) 
REGISTERED OFFICE AND TRADING ADDRESS 
 Number 14, The Embankment 
 Vale Road 
 Heaton Mersey 
 Stockport, 
 Cheshire SK4 3GN 
 United Kingdom 
 
 TRADING ADDRESS 
 18 Fitzwilliam Place, 
 Dublin 2, 
 Ireland 
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Country of incorporation               England and Wales 
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Company website address containing all information required 
 by rule 26 in the ESM Rules 
 for Companies 
http://sterlinggreen.co.uk/sgg/ to become www.fastnetoilandgas.com 
 following admission 
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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 
 takeover under rule 14 of the ESM Rules for Companies, this 
 should be stated 
 
 The Company has, since 1 December 2011, been classified 
 as an investing company under Rule 15 of the AIM Rules for 
 Companies ("AIM Rules"). On 14 May 2012 the Company entered 
 into a conditional agreement to acquire the entire issued 
 share capital of Terra Energy Limited ("Terra") for an aggregate 
 consideration to be satisfied by the issue of 64,129,611 
 consideration shares and the payment of EUR40,000. The acquisition 
 constitutes a reverse takeover under Rule 14 of the AIM 
 Rules. The Company is also proposing to raise GBP10.0 million 
 (before expenses) through a conditional placing of 90,909,091 
 new ordinary shares (following the share consolidation) 
 to provide further working capital for the enlarged group. 
 
 Terra was incorporated in February 2008 and was established 
 to explore and develop unconventional oil and gas resources 
 in Europe and North Africa. Terra has since focused on oil 
 and gas prospects in the Celtic Sea. In addition, Terra 
 plans to avail itself of new potential opportunities in 
 North and East Africa where certain of the proposed directors 
 have significant knowledge, contacts. 
 
 On Admission, Terra's assets will include an interest in 
 a net profit bonus arrangement relating to the Connemara 
 prospects offshore Ireland ("NPB Agreement") and 13 coal 
 licenses based in the Connaught Coal Field, onshore Ireland. 
 Terra has also made applications to the Petroleum Affairs 
 Division of the Department of Communications, Energy and 
 Natural Resources of Ireland for three offshore licensing 
 options in the Celtic Sea and an onshore licence in the 
 Dublin Basin. 
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Details of securities to be admitted including any restrictions 
 as to transfer of securities (i.e. where known, number of 
 shares, nominal value and issue price to which it seeks 
 admission and the number and type to be held as treasury 
 shares) 
163,030,160 ordinary shares of 3.8p each ("Ordinary Shares") 
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Capital to be raised on admission (if applicable) and anticipated 
 market capitalisation on admission 
Placing of 90,909,091 Ordinary Shares at 11p per Ordinary 
 Share to raise GBP10.0 million 
 
 Approximate market capitalisation of GBP17.93 million on 
 Admission at the placing price 
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Percentage of ESM securities not in public hands on admission 
25.85% 
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Details of any other exchange or trading platform to which 
 the ex securities (or other securities of the company) are 
 or will be admitted or traded 
 Application has also been made to have the shares admitted 
 to the AIM Market of the London Stock Exchange 
 
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) 
Cathal Martin Friel Non-Executive Chairman 
 
 George Henry Stephen Staley CEO 
 
 Michael Henry Nolan Non-Executive Director 
 
 John Michael Edelson Non-Executive Director 
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      Full names and holdings of significant shareholders, expressed 
       as a percentage of the issued share capital, before or after 
       admission (underlining the first name by which each is known 
       or including any other name by which each is known) 
                                      Currently                         On Admission 
                         ----------------------------------  ---------------------------------- 
                                Number of     Percentage of         Number of     Percentage of 
                          Ordinary Shares      issued share   Ordinary Shares      issued share 
       Name                          held           capital              held           capital 
                         ----------------  ----------------  ----------------  ---------------- 
 
       Cathal Friel(1)                  0                 0        18,888,051            11.59% 
       Henderson Global 
        Investors 
        Limited                         0                 0         8,181,818             5.02% 
       CQS Asset 
        Management 
        Limited                         0                 0         7,500,000             4.60% 
       Davycrest 
        Nominees                        0                 0         7,136,363             4.38% 
       Mandatum Life 
        Insurance 
        Company Limited                 0                 0         6,954,545             4.27% 
       Standard Life 
        Investments 
        Limited                         0                 0         6,818,182             4.18% 
       BlackRock 
        Investment 
        Management (UK) 
        Limited                         0                 0         5,000,000             3.07% 
       M Edelson(2)            35,050,390             11.54           922,384             0.57% 
       Selwyn Lewis            29,687,500              9.78           781,250             0.48% 
       Rock Nominees 
        Limited                29,687,500              9.78           781,250             0.48% 
       BK Charitable 
        Trust                  15,500,000              5.10           407,894             0.25% 
       Pentagon Dollar 
        Satellite Fund 
        Limited                15,000,000              4.94           394,736             0.24% 
       HSBC Global 
        Custody 
        Nominees               15,000,000              4.94           394,736             0.24% 
       I Aspinall(3)           12,250,000              4.03           322,368             0.20% 
       J H Lyons               12,000,000              3.95           315,789             0.19% 
       JIM Nominees 
        Limited                10,308,960              3.39           271,288             0.17% 
 
 
       Notes: 
       1. Cathal Friel's interest in new ordinary shares in the 
       Company will include 15,554,857 new ordinary shares held 
       by Raglan Road Capital Limited, a Company in which Cathal 
       Friel and his wife, Pamela Iyer, have a 90 per cent. interest. 
       2. Michael Edelson's interest in existing ordinary shares 
       in the Company include 1,000,000 shares held by his wife, 
       JB Edelson, 1,750,000 shares held by Novabank Capital Limited 
       and 3,800,390 shares held by London and City Credit Corporation 
       Limited. In addition, Michael Edelson holds 1,000,000 existing 
       ordinary shares non-beneficially as a trustee of The Morris 
       Edelson Settlement. 
       3. Ian Aspinall has non-beneficial interests in existing 
       ordinary shares in the Company, being 8,250,000 shares held 
       non-beneficially as a trustee of The Blueberry Charitable 
       Trust and 4,000,000 shares held non-beneficially by his 
       wife, J M Aspinall, as a trustee of The Cheshire Children's 
       Charitable Trust. 
 
Names of all persons to be disclosed in accordance with 
 schedule two, paragraph (h) of the ESM Rules for Companies 
N/A 
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i anticipated accounting reference date                                         31 March 
ii date to which the main financial information 
 in the admission document has been prepared                                     31 March 2012 
       iii dates by which it must publish its first 
        three reports pursuant to Rules 18 and 19 
        in the ESM Rules for Companies 
        As follows: 
        a. 6 months ended 30 September 2012 by 31 
        December 2012; 
        b. Year ending 31 March 2013 by 30 September 
        2013; and 
        c. 6 months ended 30 September 2013 by 31 
        December 2013; 
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Expected admission date                               11 June 2012 
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Name and address of ESM Adviser                       Davy, Davy House, 49 Dawson 
                                                       Street, Dublin 2, Ireland. 
 
Name and address of broker                             Davy 
                                                        Davy House 
                                                        49 Dawson Street 
                                                        Dublin 2, Ireland 
 
                                                        Shore Capital Stockbrokers 
                                                        Limited 
                                                        Bond Street House 
                                                        14 Clifford Street 
                                                        London W1S 4JU 
 
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 
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 Copies of the admission document will be available to the 
 public, free of charge, at the registered office of the 
 Company at Number 14 The Embankment, Vale Road, Heaton Mersey, 
 Stockport SK4 3GN, telephone [phone] during normal 
 business hours on any weekday (Saturdays and public holidays 
 excepted) for a period of one month from the date of Admission. 
 This document is also available free of charge for such 
 period on the Company's website at http://sterlinggreen.co.uk/sgg/ 
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Date of notification                                  14 May 2012 
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New/update (see note):                                NEW 
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Quoted Applicants must also complete the following 
The name of the ESM designated market upon which the Applicant's 
 securities have been traded 
 
The date from which the Applicant's securities have been 
 so traded 
 
 
 
 
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 
 
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 
 
 
 
 
Details of the Applicant's strategy following admission 
 including, in the case of an investing company, details 
 of its investment strategy 
 
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 
 
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 
 
Details of any lock-in arrangements pursuant to rule 7 
 of the ESM Rules for Companies 
 
A brief description of the arrangements for settling the 
 Applicant's securities 
 
A website address detailing the rights attaching to the 
 Applicant's securities 
 
Information equivalent to that required for an admission 
 document which is not currently public 
 
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 
 fully audited interim results where applicable. The accounts 
 must be prepared according to Irish, UK or US 
 GAAP or international accounting standards. 
 
The number of each class of securities held in treasury 
 
Note: this field should indicate that the announcement 
 is 'new' and all relevant fields should be completed. Otherwise 
 where the form is required to be completed in respect of 
 an 'update' announcement, this should be indicated. In 
 such cases, all the original information should be included 
 with any amended fields emboldened. 
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Submit completed form for market dissemination to [e-mail] 
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This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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