TIDMFRM
RNS Number : 8926R
Formation Group PLC
15 December 2016
15 December 2016
Formation Group Plc
("Formation" or the "Company" or the "Group")
Admission to ISDX Growth Market
Formation Group plc (AIM: FRM) is pleased to announce that
dealings in the Company's 220,515,112 ordinary shares of 1 pence
each ("Ordinary Shares"), have been admitted to trading on the ISDX
Growth Market ("ISDX") today.
The Directors' decision to seek admission to ISDX reflects,
amongst other things, the relative costs of maintaining a quotation
on AIM and the limited liquidity in the Company's shares on that
market. In the light of this, the Directors have concluded that
ISDX would be a more appropriate venue for the Company's shares to
trade in the future. The Company has sent a notice to shareholders
convening a general meeting for 4 January 2017 to seek approval to
cancel its listing on AIM. For the avoidance of doubt, the Company
will remain admitted to trading on AIM, until such approval is
obtained. It is expected that the AIM cancellation will become
effective from 7 am on 12 January 2017.
Company Information
Formation, headquartered in East London, is focused on property
activities which include property development, property investment
and professional construction management services for medium and
large scale building projects in London and the City periphery.
The Company's portfolio includes both new builds and conversion
projects, and is also diversified through a limited exposure to
commercial work and the rental sector.
Formation's management team combines significant public company
experience with property expertise. The Company is well positioned
to exploit a buoyant London residential property market, and
believes that the property development division forms a substantial
part of its profitability in the future.
Property Development
Formation Homes (London) Ltd ("Formation Homes") was formed in
2014 to carry out property development activity as it was felt that
it would form a large part of future profits for the Group and
enhance shareholder value in the medium term. In pursuit of this
strategy, Formation Homes acquired the development site in Iverson
Road for a total consideration of GBP5.9 million using a mixture of
development funding and cash from the Group's resources. The scheme
comprises 19 residential units and 1 commercial unit and
construction works completed in March 2016.
Property Investment
Over the years, Formation has invested in joint venture
agreements such as the Aldgate Development and entered into profit
share agreements including the Whitechapel Development and more
recently the Norwich House Development. Profits arising from these
investing activities have been material, particularly Norwich
House. It is the Group's intention to continue with these ventures
and seek other potential value enhancing investment
opportunities.
Details of Directors
The full names of the Directors of the Company and positions are
as follows:
Willie O'Dea, Non-Executive Chairman (aged 63)
Willie O'Dea joined the Board in June 2014 as Chairman. He is a
Member of Parliament for the Limerick City Constituency in the
Republic of Ireland and is a former Minister in several Irish
Government Departments. Willie is a former Director of Union Jack
Oil Ltd and a non-practising Barrister at Law.
David Kennedy, Chief Executive Officer (aged 38)
David is a member of the board for the Group's largest
shareholder, the David Kennedy Family Trust. David has a background
in property development and is qualified in Architecture and Town
Planning, which adds significant strength to the board in these
areas. David also holds other directorships within property,
ecommerce, education and service sectors.
Desmond Khan, Chief Finance Officer (aged 53)
Desmond is a Fellow of the Association of Certified Chartered
Accountants with extensive experience in the construction Industry.
He joined the business as Financial Controller in 1997, and became
Finance Director of Formation Design & Build Limited in 2000
and of Formation Architectural Design Limited in 2007. He was
responsible for the finance function of both companies prior to his
appointment as Group Finance Director and Company Secretary in
January 2010.
Patrick Kennedy, Non-Executive Director (aged 36)
Patrick represents the interests of the Group's largest
shareholder: the David Kennedy Family Trust. Patrick has a
background in property development and adds significant strength to
the board in this area, holding other directorships within the
property sector.
David Walsh, Non-Executive Director (aged 65)
Mr Walsh has significant experience in the construction
management sector, having built a property portfolio through the
purchase, development and construction of property from 1976. He
acts in a professional capacity as an Agricultural Consultant,
being self-employed since 1988 and having worked for the
Agricultural Training Council previously.
Bartholomew O'Keefe, Non-Executive Director (aged 71)
Mr O'Keefe is a former politician having been a member of Dáil
Eireann and Seanad from 1992 to 2011, serving in various
departments, including as Minister for Enterprise, Trade and
Innovation (2010 - 2011), Minister for Education and Science (2008
- 2010) and Minister of State for Housing and Urban renewal (2007 -
2008).
Noel O'Carroll, Director of Property Management Services (aged
56)
Noel joined the board in June 2007 following the acquisition of
Columbia Design & Build (since renamed Formation Design &
Build Ltd. Noel is managing Director of Formation Construction Ltd,
having joined the business in 1996 as chief surveyor. He is a
member of the Royal Institution of Chartered Surveyors and has a
professional practice and contracting background, both in the UK
and overseas, in civil engineering and general construction.
Michael Kennedy, Non-Executive Director (aged 73)
Michael Kennedy joined the Group in January 2005. He is a
Consultant at the law firm Reeves Law and specialises in property
law.
Sector Classification
Formation will be classified as a Real Estate Investment and
Services company on ISDX.
Substantial Shareholder Information
The Company is aware of the following persons/ entities who
directly or indirectly hold an interest in the Company representing
3 per cent. or more of the issued ordinary share capital of the
Company:
Shareholder Number of % Shareholding
Shares
------------------------------- ----------- ---------------
Streetwise Limited* 76,297,354 34.60
------------------------------- ----------- ---------------
Kennedy Private Trust Company
Limited as trustees of The
Kennedy Family Settlement 57,268,600 25.97
------------------------------- ----------- ---------------
K.B Moran 10,756,916 4.88
------------------------------- ----------- ---------------
Timothy Franey 8,823,500 4.00
------------------------------- ----------- ---------------
Lynchwood Nominees Limited 7,006,000 3.18
------------------------------- ----------- ---------------
*Member of a concert party consisting of David Anthony Kennedy
and the David Kennedy Family Settlement; Streetwise and the Tulip
Trust; and Others (the "Concert Party"). Further details of the
Concert Party can be found in the re-admission document dated 29
May 2007, which is on the Company's website.
The Concert Party together holds more than 50% of the voting
rights attaching to the Company's issued share capital.
Accordingly, the Concert Party (for so long as they are treated as
acting in concert) may be able to increase their aggregate
shareholding in the Company without incurring any further
obligation under Rule 9 of the City Code of Takeovers and Mergers
to make a general offer. However, individual members of the Concert
Party will not be able to increase their percentage shareholdings
through a Rule 9 threshold without Panel consent.
In addition to the substantial shareholders the Directors hold
the following interest in the share capital of the Company:
Director Number of % of the share capital
shares
----------------- ---------- -----------------------
Willie O'Dea 2,000,000 1.00
----------------- ---------- -----------------------
Noel O'Carroll 1,405,316 0.64
----------------- ---------- -----------------------
David Walsh 208,000 0.09
----------------- ---------- -----------------------
Michael Kennedy 50,000 0.02
----------------- ---------- -----------------------
The percentage of securities in public hands (as defined in the
ISDX Growth Market Rules for Issuers) is 25.71 per cent.
There are currently no options or warrants over Ordinary Shares
outstanding.
Further Information
Formation was admitted to trading on AIM via a reverse takeover
on 22 June 2007. A copy of the re-admission document dated 29 May
2007 is available on the Company's website:
www.formationgroupplc.com
The Company's Ordinary Shares are eligible for CREST settlement.
There are no restrictions on the transfer of Ordinary Shares.
Registered Address of the Company
Formation Group PLC
Oakwood House
414 - 422 Hackney Road
E2 7SY
London
United Kingdom
Company website
www.formationgroupplc.com
ISDX Corporate Adviser
Peterhouse Corporate Finance Limited
New Liverpool House
15 Eldon Street
London
EC2M 7LD
The directors of the Company accept responsibility for the
contents of this announcement.
--S--
For further information please contact:
Formation Group plc Tel: +44 (0) 20 7920 7590
David Kennedy, Chief Executive Officer
ISDX Corporate Adviser and Broker
Peterhouse Corporate Finance Limited Tel: +44 (0) 20 7469
0930
Fungai Ndoro/ Mark Anwyl
Nominated Adviser
Northland Capital Partners Limited Tel: +44 (0)20 3861 6625
Tom Price / Gerry Beaney
This information is provided by RNS
The company news service from the London Stock Exchange
END
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