Schedule 1 - Hertford International Group plc

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:

Hertford International Group PLC

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD  Trading Address: Suite 502, 5th Floor, The Space, 57-61 Mortimer Street, London W1W 8HS

 

COUNTRY OF INCORPORATION:

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.hertfordinternationalgroup.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:

 

The acquisition of Cheque Exchange Limited ('CEL') is a reverse takeover under Rule 14 of the AIM Rules and admission is sought as a result of this.

 

Hertford was incorporated on 12 July 2006 and it was admitted to AIM on 24 December 2007. The purpose of admission was to allow the Company access to development capital and to provide the directors with the ability to make strategic acquisitions.

Hertford owns 100. per cent of CrewCard Network Limited which is a marketer of pre-paid debit card programmes.

 

CEL was incorporated in 1994 with the purpose of enabling Unbanked persons to cash cheques issued to them as payee following legislation that made cheque cashing more regulated. CEL is a founder member of the British Cheque Cashers Association, which was formed to introduce codes of practice in order to encourage banks to offer these facilities. The business model is the provision of simple financial solutions through a nationwide agency network. The principal business was TPCC (supported by some FPCC). In January 2000 CEL took on the UK super agency for MoneyGram® and has grown a nationwide agency network of around 750 agents of which approximately 500 outlets currently support MoneyGram® and approximately 420 support TPCC, with some agents doing both.

CEL provides two main products: third party cheque cashing facilities through approximately four hundred and twenty outlets throughout the United Kingdom, Northern Ireland, and the Channel Islands and MoneyGram® money transfer facilities through over five hundred outlets nationwide.

 

The main business of the enlarged group will be the marketing of prepaid debit cards, third party cheque cashing facilities, loans-til-payday, and Travelex foreign exchange. The enlarged group will operate throughout the United Kingdom, Northern Ireland and the Channel Islands.

 

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):

42.675,000 ordinary shares of 1p each, fully paid.

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

10.97%

 

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):

Paul Phillip Marks - Non-Executive Chairman

Lewis Charles Findlay-Chief Executive Officer

Paul Seakens - Finance Director

Alex Lubin - Director of Card Sales

Damian Mifsud - 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 After Admission*
HSBC Global Custody Nominee (UK) Limited <813259> 14.97% 12.98%
Dexapoint United Corporation 10.91% 21.65%
The Bank of New York Nominees Limited <COR> 9.84% 8.53%
Pershing Nominees Limited <PSL981> 9.78% 8.48%
HSBC Global Custody Nominee (UK) Limited 7.61% 6.60%
Inversiones Mowe SL 5.86% 5.08%
Cantor Fitzgerald Europe 5.15% 4.49%
Glen Conway*** 2.54% 4.94%
Jennifer Tubbs** 2.18% 4.33%
Bernard Sutton** 2.78% 5.41%
Manya Bartick** 2.78% 5.41%

* Potential shareholdings assuming the issue of up to 6,538,462 placing shares (Admission and dealings in the Placing Shares to commence on AIM - latest 30 January 2009)

** These shareholders hold an indirect interest in the Company's shares through their shareholding in Dexapoint

*** Glen Conway also olds 35,000 ordinary shares directly


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)  30 June 2008

(iii)   31 December 2008, 31 March 2009, 30 September 2009*

 

* The Company has changed its accounting reference date to 31 December and the 31 December 2008 report will be a second interim report. The Company has undertaken to publish its audited account for the 15 month period ending 31 December 2008 by 31 March 2009. The interims for the 6 months period to 30 June 2009, due by 30 September 2009 will be the first consolidated financials of the enlarged group.

 

EXPECTED ADMISSION DATE:

24 December 2008

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Zimmerman Adams International Limited, 12 Camomile Street, London EC3A 7PT

 

NAME AND ADDRESS OF BROKER:

Hythe Securities Limited, Hythe House, 337 City Road, London, EC1V 11LJ

 

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 is available for inspection at the offices of Moorcrofts LLP, James House, Mere Park, Dedmere Road, Marlow Bucks SL7 1FG during normal business hours on any weekday, Saturdays, Sundays and Public Holidays excepted for one month from the date of the document.

 

The admission document is also available on the Company's website - www.hertfordinternationalgroup.com

 

 

DATE OF NOTIFICATION:

10 December 2008

 

NEW/ UPDATE:

NEW