AIM Schedule One - Drumz plc (6429V)
06 April 2023 - 8:00PM
UK Regulatory
TIDMDRUM
RNS Number : 6429V
AIM
06 April 2023
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:
Drumz plc (to be renamed Acuity RM Group plc)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
Registered Office
Burnham Yard
London End
Beaconsfield
HP9 2JH
Principal place of business (post Admission to 1 May 2023)
120 New Cavendish Street
London
W1W 6XX
Principal place of business (from 1 May 2023)
80 Cheapside
London
EC2V 6EE
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
www.drumzplc.com (prior to Admission)
www.acuityrmgroup.com (post Admission)
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:
Drumz is an investing company admitted to trading on AIM with
an investment policy focused principally, but not exclusively,
on acquiring investments in technology businesses based in
Europe.
Drumz currently has two investments, being a 25 per cent. shareholding
in Acuity Risk Management ("ARM") and a 5.85 per cent. legacy
shareholding in KCR Residential REIT plc ("KCR").
Admission is being sought as Drumz has conditionally agreed
terms to acquire the remaining issued shares and to be issued
shares in ARM, (a supplier of Governance, Risk, Compliance
("GRC") software and services) which constitutes a reverse
take-over under AIM Rule 14.
ARM is an established provider of risk management services.
ARM's award-winning STREAM(R) is a GRC software platform, which
collects data about organisations to improve business decisions
and management. It is used by around 70 organisations in markets
including government, utilities, defence, broadcasting, manufacturing
and healthcare. Most customers use it for managing cybersecurity
and IT risks and for compliance with ISO 27001 and other standards
and regulations. STREAM(R) is sold on a SaaS or private cloud
delivery (on-premise) basis, typically with a three year licence,
invoiced annually in advance. Sales are made directly through
the Company's own sales team and via a growing network of partners
in the UK and the US.
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):
Ordinary Shares of 1 penny each comprising:
Existing Drumz shares (post
the share reorganisation): 41,982,400
Consideration Shares: 45,709,570
------------
Placing and Subscription Shares: 32,222,222
------------
Adviser Shares (being taken
in part satisfaction of fees) 1,111,111
------------
Total: 121,025,303
------------
Numbers above are post a Share Reorganisation
No shares held in treasury.
No restrictions as to transfer of the securities.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Primary capital to be raised on Admission: GBP1.45 million
Market capitalisation on Admission: GBP5.4 million (at the
Issue Price)
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
Post Admission 50.9%
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
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
N
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):
Directors:
* Simon Charles Bennett - Non-Executive Chairman
* Angus George Patrick Forrest - Chief Executive
* John Nigel Wakefield - Non-Executive Director
* Nicholas ("Nick") Clark - Non-Executive Director
Proposed Director:
* Simon Keith Marvell -Proposed 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):
Significant Shareholder Pre admission Following
Admission
% %
-------------- -----------
Simon Marvell - 26.2
-------------- -----------
Richard Mayall - 11.0
-------------- -----------
Nicholas ("Nick")
Clark 21.3 7.3
-------------- -----------
Angus Forrest 7.5 3.9
-------------- -----------
J&O Simmons 7.1 3.4
-------------- -----------
Aidan O'Hara 5 1.7
-------------- -----------
Stephen Wicks 5 1.7
-------------- -----------
Highlands Village
Limited 4.1 1.4
-------------- -----------
Nishith ("Nish")
Malde 3.4 1.2
-------------- -----------
William Barbour 3.3 1.1
-------------- -----------
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 March 2022
(iii) Annual report for the year ended 31 December 2022 published
by 30 June 2023. Half year report for the six months ended
30 June 2023 published by 30 September 2023.
Annual report for the year ended 31 December 2023 published
by 30 June 2024.
In addition, the Company intends to report the audited results
of Acuity for the year ending 31 March 2023 for its then wholly
owned subsidiary, Acuity, by 30 September 2023.
EXPECTED ADMISSION DATE:
25 April 2023
NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
NAME AND ADDRESS OF BROKER:
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Peterhouse Capital Limited
80 Cheapside
London
EC2V 6EE
Clear Capital Markets Limited
Broadgate Tower
20 Primrose Street
London
EC2A 2EW
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:
The Admission Document, which will contain full details about
the applicant and the readmission of its securities, will be
available on the Company's website https://drumzplc.com/reports
and from the date of the Company's Admission on the Company's
new website www.acuityrmgroup.com .
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
Quoted Companies Alliance Corporate Governance Code
DATE OF NOTIFICATION:
6 April 2023
NEW/ UPDATE:
New
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END
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April 06, 2023 06:00 ET (10:00 GMT)
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