AIM Prospective Admission
October 27 2003 - 6:00AM
UK Regulatory
RNS Number:3293R
AIM
27 October 2003
ANNOUNCEMENT TO BE MADE BY AIM APPLICANT AT LEAST 10 BUSINESS DAYS PRIOR TO
ADMISSION
ALL APPLICANTS MUST COMPLETE THE FOLLOWING:
COMPANY NAME:
RWS Holdings plc (formerly named Health Media Group plc)
COMPANY ADDRESS:
8 Baker Street, London
COMPANY POSTCODE:
W1U 3LL
COUNTRY OF INCORPORATION:
England & Wales
COMPANY BUSINESS:
It is proposed that, subject to the approval of its shareholders at an
extraordinary general meeting to be held on 10 November 2003, Health Media Group
plc (a shell company) will acquire Bybrook Limited ("Bybrook"). Bybrook is the
holding company of RWS Group plc and its subsidiary undertakings (the "RWS
Group"). RWS Group is a provider of intellectual property support services
(patent translations and technical searches) to the medical, pharmaceutical,
chemical, aerospace, defence, automotive and telecoms industries. The RWS Group
also provides specialist technical, legal and financial translation services to
a number of areas of industry outside the patent arena.
For the year ended 31 March 2003, the operating profit of Bybrook (excluding the
amortisation of goodwill and the losses of RWS LLC which has been demerged from
Bybrook) was #4,367,000.
In connection with the acquisition and conditional upon Admission, Health Media
Group plc will be renamed RWS Holdings plc and its share capital will be
reorganised.
Admission of the ordinary shares of 5p each in RWS Holdings plc is expected on
11 November 2003.
DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares,
nominal value and issue price):
Up to 37,782,158 Ordinary Shares of nominal value 5p each at 112.54p per share
CAPITAL TO BE RAISED ON ADMISSION:
The consideration for the acquisition values Bybrook Limited at approximately
#42.0 million. #21,081,276.40 is to be raised by way of a placing.
FULL NAMES AND FUNCTIONS OF PROPOSED DIRECTORS:
Andrew Brode (Executive Chairman)
Elisabeth Ann Lucas (Executive Director)
Michael Anthony McCarthy (Finance Director)
John Charles Ivey (Senior Non-Executive Director)
Peter Mountford (Non-Executive Director)
PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A
PERCENTAGE OF THE ISSUED SHARE CAPITAL STATING WHETHER BEFORE OR AFTER
ADMISSION:
After Admission Percentage (%) (^)
RBC Trustees (Guernsey) Limited * 49.2
Gartmore Investment Limited 5.6
Henderson Investors Ltd 4.6
Merrill Lynch Investment Management Ltd 4.6
Artemis Investment Management Ltd 3.4
Fidelity Investment Services Limited 3.4
Framlington Investment Management Ltd 3.4
Old Mutual Asset Managers Ltd 3.4
Societe Generale Asset Management Ltd 3.4
(^) Ignoring any fractions that may arise pursuant to the capital restructuring
* A trust of which Andrew Brode is the sole beneficiary through a life interest
settlement
NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (G) OF THE AIM RULES.
Not applicable
ANTICIPATED ACCOUNTING REFERENCE DATE:
30 September
EXPECTED ADMISSION DATE:
11 November 2003
NAME AND ADDRESS OF NOMINATED ADVISER:
Collins Stewart Limited of 9th Floor, 88 Wood Street, London EC2V 7QR, to be
appointed as nominated adviser upon
Admission
NAME AND ADDRESS OF BROKER:
Collins Stewart Limited of 9th Floor, 88 Wood Street, London EC2V 7QR, to be
appointed as broker upon Admission 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.
Salans, Clements House, 14-18 Gresham Street, London EC2V 7NN
The Admission Document contains full details about the applicant and the
admission of its securities
DATE OF NOTIFICATION:
27 October 2003
NEW/ UPDATE (see note):
New
This information is provided by RNS
The company news service from the London Stock Exchange
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