18 Dec 2013

Schedule 1 - RM2 International S.A.

Source: RNS
RNS Number : 8489V
AIM
18 December 2013
 



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:

 

RM2 International S.A.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

5, rue de la Chapelle,

L-1325 Luxembourg

Grand Duchy of Luxembourg

 

COUNTRY OF INCORPORATION:

 

Luxembourg

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.rm2.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:

 

RM2 International S.A. ("RM2") specialises in pallet development, manufacture, supply and management and was founded in Luxembourg in 2007 with a strategy to improve the supply chain of manufacturing and distribution businesses through the effective and efficient use and management of composite pallets.

 

RM2 has designed and manufactured the BLOCKPal, a multi-trip pallet made of a glass fibre and resin composite that is suitable for use in both automated and manual areas of the supply chain of sectors such as fast moving consumer goods, food ingredients, pharmaceuticals and packaging.

 

The composite material and the associated manufacturing process, known as pultrusion, have together been shown to provide strength, durability and flexibility and the pultrusion manufacturing process is easily scalable with minimal risk.

 

The BLOCKPal has been independently tested by leading institutions and has been shown to perform well in industry standard tests.

 

RM2 intends to operate principally within the upstream logistics market, which is focused on the supply of raw materials and components to manufacturers, and to target the rental of its pallets and their utilisation within closed loop supply chains of its potential customers. RM2's products have been developed in consultation with potential customers and RM2 intends to provide such customers, being typically large manufacturing, distribution and retail businesses, with an integrated solution to their pallet movement needs whilst interacting with other logistics partners, as necessary. RM2 combines pallet manufacturing, standalone pallet management and financial options.

 

In addition, the Company's pallet tracking and management software, the TACS (Track Asset, Control Spend) system offers potential customers services which can provide 'real time' equipment balances throughout their supply chains. These services can replace or strengthen existing tracking systems and are designed to enable potential customers to improve their pallet pool management. The TACS system was designed to provide potential customers with greater visibility over costs and, where possible, the ability to reduce the direct and indirect costs associated with goods movements between customers and suppliers.

 

RM2 was incorporated on 23 October 2007 under the laws of Luxembourg and is the principal holding company within the group which currently comprises ten further legal entities established across eight countries, all of which are subsidiaries of RM2. The group is currently headquartered in Luxembourg with manufacturing and distribution facilities in Ontario, Canada, sales offices in Switzerland and the USA and an administration office 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):

 

316,243,751 Ordinary Shares of .01 each in the capital of the Company, including 155,903,548 Placing Shares issued at a price of 88 pence each.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission (if applicable):       £137.2 million

 

Anticipated market capitalisation on admission:        £278.3 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

56.97%

 

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:

 

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):

 

Robert Ian Molson                                           Chairman

John James Walsh                                         Chief Executive Officer

Ashavani (Ash) Kumar Mohindra                    Chief Financial Officer

Jan Arie Dekker                                               Non-Executive Director

Charles Jean Marie Duro                                Non-Executive Director

Sir Stuart Alan Rawson Rose                         Non-Executive Director

Amaury Daniel de Seze                                  Non-Executive Director

Paul Steven Walsh                                         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):

 


Before Admission

 

Shareholder

Number of Ordinary Shares

Percentage of issued ordinary share capital

 




Invesco Asset Management Limited 1

44,550,000

28.52

John James Walsh 2

20,052,680

12.84

Domestic Private Equity Investors, LLC 3

15,809,978

10.12

Matthew Gilfillan

5,094,000

3.26




1 The shares held by Invesco Asset Management Limited are owned by the following three funds:

1.       Invesco Perpetual High Income Fund, a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital, Company Number IC231;

2.       Invesco Perpetual Income Fund, a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital, Company Number IC221; and

3.       Invesco Perpetual UK Equity Pension Fund, a life fund of Invesco Perpetual Life Limited, Company Number 3507379.

 

2 Includes 6,552,680 Restricted Shares described in paragraphs 6.2 and 7.2 of Part VII of the Admission Document

 

3 Pursuant to the DPE Warrants described in paragraph 12(b) of Part VII of the Admission Document

 


After Admission

 

Shareholder

Number of Ordinary Shares

Percentage of issued ordinary share capital

 




Invesco Asset Management Limited 1

127,088,000

40.19

John James Walsh 2

20,052,680

6.34

Domestic Private Equity Investors, LLC

11,090,702

3.51




1 The shares held by Invesco Asset Management Limited are owned by the following three funds:

1.       Invesco Perpetual High Income Fund, a sub fund of the Invesco Perpetual UK Investment Series Investment Company with Variable Capital, Company Number IC231;

2.       Invesco Perpetual Income Fund, a sub fund of the Invesco Perpetual UK 2 Investment Series Investment Company with Variable Capital, Company Number IC221; and

3.       Invesco Perpetual UK Equity Pension Fund, a life fund of Invesco Perpetual Life Limited, Company Number 3507379.


2 Includes 6,552,680 Restricted Shares described in paragraphs 6.2 and 7.2 of Part VII of the Admission Document

                         

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

N/A

 

(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 2013 (unaudited interim financial information)

(iii)       30 June 2014, 30 September 2014, 30 June 2015

 

EXPECTED ADMISSION DATE:

 

6 January 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London EC2R 7AS

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Cenkos Securities plc

6.7.8 Tokenhouse Yard

London EC2R 7AS

United Kingdom

 

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 will be available to the public, free of charge, at the offices of Dentons UKMEA LLP, One Fleet Place, London EC4M 7WS, United Kingdom during normal business hours on any weekday (other than Saturdays, Sundays and public holidays), for a period of at least one month from the date of admission.

 

The Admission Document will also be available for download from the Company's website at www.rm2.com. The Admission Document will contain full details about RM2 and the admission of its securities.

 

DATE OF NOTIFICATION:

 

18 December 2013

 

NEW/ UPDATE:

 

New

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
PAAGGGWUPUPWGUR
Open
Share
Clip
Print