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Sch 1 - GetBusy Plc

Released 08:00 17-Jul-2017

RNS Number : 1633L
AIM
17 July 2017
 

 

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:

 

GetBusy Plc

 

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

 

Unit G South Cambridge Business Park

Babraham Road

Sawston

Cambridgeshire CB22 3JH

United Kingdom

 

COUNTRY OF INCORPORATION:

 

United Kingdom

 

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

 

www.getbusy.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:

Terms and definitions, unless otherwise stated, are as defined in the Company's admission document which can be found at the following link: www.getbusy.com.

 

GetBusy Plc ("GetBusy" or "the Company") is the holding company of its subsidiary undertakings (the "Group"), which operates as a document management software business with over 110 full time employees, headquartered in Cambridge, United Kingdom and operating across the United Kingdom, United States, Australia and New Zealand. The Company's main country of operation is the United Kingdom.

 

The Group's award-winning software provides its customers with a highly secure form of digital document distribution and has been designed with the flexibility to suit any business. This security and flexibility has resulted in the strong uptake of the Group's products, particularly amongst professional services organisations such as accounting firms.

 

The Group currently has two core product offerings sold predominantly on a subscription basis, addressing both the Small and Medium Enterprise (SME) and Enterprise Content Management (ECM) markets;

 

-     SmartVault is a cloud document management system with a cloud portal that is suited to small and medium professional service businesses; and

-     Virtual Cabinet is a desktop document management system with a cloud portal designed for use in medium to large enterprise professional service businesses.

 

The Group is also developing a next generation product that will combine the best aspects of the document management and portal features of Virtual Cabinet and Smart Vault, while also incorporating new methods for Secure Communication and Information Management.

 

In-Specie Distribution and Rights Issue

The individual businesses that form the Group are, prior to the Demerger owned by Reckon Limited ("Reckon"), an ASX listed technology group, which is the sole shareholder of the Company prior to Admission. Upon Admission, Reckon will dispose of its entire holding of Ordinary Shares by way of the In-Specie Distribution to Reckon shareholders. In addition, the Company will be raising funds through a fully underwritten non-renounceable Rights Issue to Reckon Shareholders in order to fund the operations of the Company, to complete on Admission. The combined effect of the In-Specie Distribution and the Rights Issue will be to dilute Reckon's holding of Ordinary Shares to nil.

 

The Rights Issue Shares will represent approximately 21.98 per cent. of the Enlarged Share Capital.

 

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):

 

48,399,614 ordinary shares of 0.15 pence par value ("Ordinary Shares") at an issue price of 28.3 pence (AUD 0.48)

 

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

 

Capital to be raised by way of the Rights Issue: Up to £3 million (AUD 5.1 million)

 

Market Capitalisation: Approximately £13.7 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Expected to be approximately 35.2 per cent.

 

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):

 

Dr Miles Gareth Jakeman - Independent Non-executive Chairman

Nigel Terrence Payne - Independent Non-executive Director

Daniel Adam Rabie - Chief Executive Officer

Clive Alan Rabie - Non-executive Director

Gregory John Wilkinson - 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):

 


per cent. of share capital before admission (as at today's date)

 

per cent. of share capital after In-Specie Distribution

expected per cent. of share capital after admission1

Reckon

100%

0%

0%

Mr Clive A Rabie

0%

9.9%

23.6%

JP Morgan Nominees

0%

15.5%

12.1%

RBC Investor Services

0%

12.6%

9.9%

Mr Gregory J Wilkinson

0%

7.1%

8.8%

HSBC Custody Nominees

0%

8.1%

6.3%

National Nominees Limited

0%

7.9%

6.2%

Citicorp Nominees

0%

4.9%

3.8%

 

1.   Assumes each of the Underwriters, being Clive Rabie, Gregory Wilkinson and Daniel Rabie,  is obliged to take up his maximum commitment in the Underwriting and that no additional shares are acquired by shareholders other than the Underwriters, in the Rights Issue.

 

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)        31 December 2016

(iii)       30 September 2017 (6 month unaudited results to 30 June 2017

30 June 2018 (12 month audited full year accounts to 31 December 2017)

30 September 2018 (6 month unaudited results to 31 December 2018)

 

EXPECTED ADMISSION DATE:

 

4 August 2017

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Grant Thornton UK LLP

30 Finsbury Square

London EC2P 2YU

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Stockdale Securities Limited

Beaufort House

15 St Botolph Street

London EC3A 7BB

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:

 

A copy of the admission document containing full details about the applicant and the  admission of its securities will be available on the Company's website at: www.getbusy.com

 

 

DATE OF NOTIFICATION:

 

17 July 2017

 

NEW/ UPDATE:

 

New

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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Sch 1 - GetBusy Plc - RNS