Schedule 1 - XSN plc
03 July 2008 - 7:37PM
UK Regulatory
RNS Number : 2306Y
AIM
03 July 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:
XSN plc (To be renamed MarineTrack Holdings plc)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Halliwells LLP, 1 Threadneedle Street, London, EC2R 8AY
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.xsn-plc.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:
XSN plc is an investing company. Subject to shareholder approval, XSN plans
to acquire the entire issued share capital MarineTrack Limited
("MarineTrack").
MarineTrack is a privately owned company, registered and based in England and
carrying on a telematics business supplying tracking, alert, alarm,
monitoring and messaging solutions mainly to the commercial and recreational
maritime markets. These solutions, which integrate hardware and software,
utilise global positioning systems ("GPS") to identify the location and
movements of marine vessels, as well as monitoring their operational status
against pre-determined parameters. This information is communicated via the
INMARSAT satellite network and presented to users via a web-based interface.
MarineTrack buys satellite transceiver modems with a built in GPS receiver
from third party suppliers, principally Skywave. MarineTrack programmes the
transceivers to communicate with a web interface via the INMARSAT D+
satellite network. Information is communicat
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):
640,495,580 Ordinary Shares of 0.01p
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION:
No capital being raised at Re-Admission.
Anticipated Market Cap of �2,562,000
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
68.60%
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:
N/A
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):
James Montford Butterfield - Proposed Non-executive Chairman
Stuart Nicholls - Proposed Chief Executive
Philip Self - Proposed Finance Director
Andrew John Haffenden - Proposed Operations Director
Duncan John Lipscombe - Proposed Non-executive Director
David Keith Elstein - Non-executive Chairman of XSN, proposed Non-executive
Director following Re-Admission
Adam Nicholas Singer - Non-executive Director of XSN, to stand down following
Re-Admission
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):
Prior to Admission Following Admission
Number of Ordinary Percent of existing Number of Ordinary Percent of existing share capital
shares share capital shares
David Elstein 13,698,412 21.52% 46,574,601 7.27%
Giltspur Nominees Limited 11,061,000 17.38% 37,607,400 5.87%
W B Nominees Limited 9,958,000 15.65% 33,857,200 5.29%
Zyzygy plc - - 196,346,961 30.66%
Billam AG - - 96,498,121 15.07%
Jemima Hoskins - - 25,442,636 3.97%
Nominees Limited - - 20,625,000 3.22%
David Johnston 3,000,000 4.71% 10,200,000 1.59%
Nominees (UK) Limited 2,870,000 4.51% 9,758,000 1.52%
Pershing Keen Nominees Limited 2,453,000 3.85% 8,340,200 1.30%
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None
1. ANTICIPATED ACCOUNTING REFERENCE DATE
2. DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
i) 31 December
ii) 31 December 2007
iii) Interim results to 30 June 2008, by 30 September 2008
Annual results to 31 December 2008, by 30 June 2009
Interim results to 30 June 2009, by 30 September 2009
EXPECTED ADMISSION DATE:
29 July 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
Grant Thornton UK LLP
30 Finsbury Square
London
EC2P 2YU
NAME AND ADDRESS OF BROKER:
Dowgate Capital Stockbrokers Limited
Talisman House
Jubilee Walk
Three Bridges
West Sussex
RH10 1LQ
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:
www.xsn-plc.co.uk
DATE OF NOTIFICATION:
3 July 2008
NEW/ UPDATE:
NEW
This information is provided by RNS
The company news service from the London Stock Exchange
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