PROFORMA SCHEDULE 1 PRE-ADMISSION ANNOUNCEMENT
TO BE ISSUED PURSUANT TO RULE 2 OF THE AIM RULES FOR COMPANIES
Instructions and Information
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• Announcements can be submitted for release with certain information missing (e.g. number of securities to be admitted) but please note right of the Exchange under rule 2 to restart the period in the case of material changes. Where appropriate information is to follow, please state ‘TBC’ in the relevant reply box.
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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:
JOHNSON SERVICE GROUP PLC
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
4 Harley Street, London, W1G 9PB
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.johnsonplc.com
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:
Johnson Service Group provides a range of corporate and retail support services including textile and hospitality services, facilities management and sourcing, and drycleaning.
The Company’s textile rental business, comprising Johnsons Apparelmaster and Stalbridge Linen Services, offers a wide range of workwear and linen services, including garment and linen-rental and cleaning.
The facilities management division offers integrated property, building and facilities management services to retail, corporate and public sector clients, managing over £1.2 billion of annual spend across over 50,000 locations throughout the UK and Ireland.
The dry cleaning business, encompassing Johnson Cleaners and Jeeves of Belgravia, is the leading dry cleaning business in the UK. The Company will continue to seek to drive growth through operational improvements and sales and marketing initiatives such as increasing laundry sales, for which there is growing consumer demand, and by optimising its portfolio of outlets. The Company intends to continue to relocate from a number of existing locations and open new outlets in convenient locations. These will include a number of supermarket and drive-in sites.
Operations of the Group are based principally in the UK although there is some exposure to Ireland due to contracts within facilities management.
Details of the Placing Shares:
For further details of the placing shares please refer to the circular to shareholders dated 11 June 2008 (link: http://www.johnsonplc.com/financial-reports/financial-news/?newsArticle=)
The Placing Shares will be issued credited as fully paid and will, on issue, rank pari passu with the Existing Ordinary Shares (including the right to receive all dividends or other distributions declared, made or paid thereon following Admission) except that the Placing Shares will not carry the right to participate in the Proposed Open Offer, as detailed in the circular to shareholders dated 11 June 2008.
The Placing Shares will therefore temporarily trade on AIM with a separate distinct stock line for the period from Admission to the earlier of the next business day following the Record Date, in relation to the Proposed Open Offer, and 29 August 2008, at which point the Placing Shares will be merged with the stock line of the Existing Ordinary Shares.
Although the Directors expect to be able to announce the Proposed Open Offer by 29 August 2008 at the latest, in the unlikely event that they are not able to do so the Proposed Open Offer will not proceed.
The temporary ISIN of the Placing Shares will be GB00B39R5G32. The ISIN of the Existing Ordinary Shares is GB0004762810. Following merger of the two stock lines on the next business day following the Record Date, the ISIN of the Ordinary Shares (including the Placing Shares) will be GB0004762810.
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):
150,000,000 ordinary shares of 10p each, for further details of the rights attached to the placing shares please see above.
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on admission by way of the placing shares will be circa £30 million before expenses
Anticipated market capitalisation on admission circa £47.4 million (as at the date of this announcement)
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
15.01% (as at the date of this announcement)
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:
NA
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):
Current and proposed directors:
Simon Patrick Sherrard (Non-Executive Chairman)
John Andrew Talbot (Chief Executive Officer)
Yvonne May Monaghan (Finance Director)
Michael Richard Brock Gatenby (Senior Non-Executive Director)
Baroness Judith Ann Wilcox (Non-Executive Director)
Michael Bernard Del Mar (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
Name Holdings
(Percentage of
ordinary shares)*
Henderson Global Investors 7.22
Barclays PLC 6.96
Liontrust Asset Management 6.37
Investeringsselskabet Luxor A/S 5.30
MF Global UK Limited 3.97
Credit Agricole Cheuvreux International Limited 3.76
Prudential Plc 3.16
Royal & Sun Alliance Insurance 3.07
*Holdings as at 18 June 2008
After Admission:
Name Holdings
(Percentage of
ordinary shares)
Cazenove Capital Management 13.79
Danske Bank / Investeringsselskabet Luxor A/S 8.11
Scottish Value Management 5.37
Legal & General Investments 5.37
Henderson Investors 5.32
Framlington Investment Management 4.06
Investec MM 3.64
Morley Fund Management 3.44
J O Hambro Capital Management 3.03
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
NA
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE
REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) NA
(iii) Following Admission date:
interim accounts to half-year ended 30 June 2008 – 30 September 2008
annual accounts to financial year ended 31 December 2008 – 30 June 2009
interim accounts to half-year ended 30 June 2009 – 30 September 2009
EXPECTED ADMISSION DATE:
7 July 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
Investec Investment Banking
A division of Investec Bank (UK) Ltd
2 Gresham Street
London
EC2V 7QP
NAME AND ADDRESS OF BROKER:
Investec Investment Banking
A division of Investec Bank (UK) Ltd
2 Gresham Street
London
EC2V 7QP
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:
Circular to shareholders posted 11 June 2008 contains details about Johnson Service Group and the placing shares to be admitted:
http://www.johnsonplc.com/financial-reports/financial-news/?newsArticle=
DATE OF NOTIFICATION:
20 June 2008
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: NA
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT’S SECURITIES HAVE BEEN TRADED:
THE DATE FROM WHICH THE APPLICANT’S SECURITIES HAVE BEEN SO TRADED:
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
DETAILS OF THE APPLICANT’S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT’S SECURITIES:
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT’S SECURITIES:
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT’S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: