Schedule 1 - The Wensum Company plc

    RNS Number : 5524J
  AIM
  04 December 2008
   

 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:
 The Wensum Company Plc (the "Company")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 South Corner, Old Brighton Road, Lowfield Heath, Crawley, West Sussex RH11
 0PH

 COUNTRY OF INCORPORATION:
 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.wensum.co.uk 

 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:
 The Wensum Company Plc ("Wensum" or "the Company"), an AIM listed supplier of
 a full corporatewear managed service, announced on 4 December 2008 that it
 has entered into a Sale and Purchase Agreement to acquire the whole of the
 issued share capital of Crown East Group Limited ("Crown East"). Crown East
 is a Company operating in the corporatewear and workwear markets, and its
 businesses and brands include Faithful, Rainbow and Monarch and it has
 overseas operations in Holland and Tunisia. It has annual sales of just over
 £24 million.  


 This admission is sought as the transation constitutes a reverse take-over
 under Rule 14 of the AIM Rules.


 The enlarged group will have customers across different sectors and
 distribution channels within the UK and overseas who will be able to draw on
 a broad range of products including workwear, corporatewear and
 protectivewear. 


 The company is incorporated in the UK and carries out its main operations in
 the UK. 

 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):

 19,583,916 Ordinary Shares of 5p each.


 The Company's shares are currently trading on AIM at a price of 25.5p as at
 the date of the announcement of the transaction.


 There are no treasury shares.

 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 Nil capital being raised.
 Anticipated market capitalisation at the current share price is £4.99m.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 65.44%

 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:

 None

 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):
 Existing Directors
 Stuart Randolph Lyons CBE (Chairman and Chief Executive)
 Mary Sandra Badman (Finance Director) 
 David Michael Hall (Non-executive Director) 


 Proposed Directors
 Stuart Randolph Lyons CBE (Chairman)
 Rt Hon Stephen James Dorrell MP (Deputy Chairman)
 Paul Curtis (Chief Executive)
 Lars Olaf Maynard (Finance Director)
 David Michael Hall (Non-executive Director)
 John David Newman (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):
 New Fortress Finance Holdings Limited  15.70% 
 J I Phillips                           11.70%
 D M Hall                               11.70%
 Andrew Hughes                          5.10% 
 Barclays Nominees Limited (1)          5.01%
 John and Judith Stenson (2)            4.10%
 Schweco Nominees Limited               3.27%

    After admission
  
 S J Dorrell (2)                        51.60%
 New Fortress Finance Holdings Limited  6.28% 
 P Curtis                               6.12%
 J I Phillips                           4.68%
 D M Hall                               4.68%

       1.     Included in the Barclayshare Nominees Limited shares are 258,077 shares owened by John and Judith Stenson.
       2.     These shares are held by Faithful Group Limited, the shareholders of which include Stephen Dorrell and his wife, Annette
Dorrell. Mr Dorrell is connected with Faithful Group Limited pursuant to section 252 of the Companies Act 2006.

      NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
  
    Crown East and its subsidiaries ("the Crown East Group") paid Messrs BPE Solicitors fees of approximately £29,000 plus VAT in relation
to the acquisition of Albashow Limited in 2008. The Crown East Group paid Dirkzwager advocaten & notarissen N.V. fees of approximately EUR
9,100 in relation to the acquisition of Oragon Texteilgroep B.V. and Euro Texteil B.V. in 2008.
  
    Wensum and its subsidiaries ("the Group") paid HBJ Gateley Wareing LLP fees of approximately £33,000 plus VAT and paid Grant Thornton UK
LLP approximately £20,000 plus VAT during the financial year ended 26 January 2008 for strategic legal and financial advice provided to the
Group by those advisers in connection with a potential business acquisition which ultimately did not complete. In addition, the Group paid
Stuart Lyons and Michael Hall fees of £20,000 and £40,000 respectively during the financial year ended 26 January 2008 on a consultancy
basis for time spent by both individuals providing assistance to the Group (outside of and in addition to their roles as non-executive
directors) in connection with the same aborted potential business acquisition. These fees were in addition to fees paid to Stuart Lyons and
Michael Hall during the financial year ended 26 January 2008 in their roles as non-executive directors of Wensum.
  
    The Group has paid Michael Hall fees of £10,000 during the current financial year of the Company on a consulting basis for time spent by
Mr Hall (outside of and in addition to his duties as a non-executive director) assisting the Company in connection with the Proposals, and
has agreed to pay Mr Hall further fees of £10,000 in this regard conditional on Admission. These fees are in addition to the fees payable to
Michael Hall in his role as a non-executive director of the Company during the current financial year.
  
    Save as disclosed above and for the advisers named in the admission document and trade suppliers, no person has received, directly or
indirectly, from the Company within the twelve months preceding the date of this document or has entered into any contractual arrangements
to receive, directly or indirectly, from the Company on or after Admission, fees totalling £10,000 or more or securities in the Company with
a value of £10,000 or more or any other benefit with a value of £10,000 or more at the date of Admission.


       3.     ANTICIPATED ACCOUNTING REFERENCE DATE 
       4.     DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
       5.     DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
  
     6.     In order to align the year ends of both companies, the accounting reference date will change to 31 December from Admission
       7.     Unaudited results for the 27 weeks to 2 August 2008 for Wensum and unaudited results for the six months to 30 June 2008 for
Crown East
       8.     30 June 2009, 30 September 2009, 30 June 2010
      EXPECTED ADMISSION DATE:
      22 December 2008

      NAME AND ADDRESS OF NOMINATED ADVISER:
      Smith & Williamson Corporate Finance Limited 
      25 Moorgate 
      London
      EC2R 6AY

      NAME AND ADDRESS OF BROKER:
      Smith & Williamson Corporate Finance Limited 
      25 Moorgate 
      London
      EC2R 6AY

      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:
  
    Copies of the admission document containing full details about the applicatn will be available, free of charge from the Company's
website www.wensum.com and from the offices of Smith & Williamson Corporate Finance Limited, 25 Moorgate, London, EC2R 6AY, during normal
working hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this document and for a period of one month
from the date of Admission.


      DATE OF NOTIFICATION:
      4 December 2008

      NEW/ UPDATE:
      New



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