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Thursday 16 June, 2016

AIM

Schedule 1 - Veltyco Group Plc

RNS Number : 3859B
AIM
16 June 2016
 

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:

Veltyco Group plc (previously Velox3 plc)

 

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

33 - 37 Athol Street

Douglas

Isle of Man

IM1 1LB

 

COUNTRY OF INCORPORATION:

Isle of Man

 

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

www.veltyco.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Velox3 is an investing company with an investing policy focused on the acquisition of direct and indirect interests in the online trading services industry. The Company is proposing the acquisition of the entire issued share capital of Sheltyco Enterprises Group Limited for a consideration of £10.9 million to be satisfied by the issue of 43,753,775 new consolidated ordinary shares, which constitutes a reverse takeover under Rule 14 of the AIM Rules. On completion of the acquisition the Company will change name to Veltyco Group plc.

 

Sheltyco is a holding company primarily focused on generating marketing leads and entering into marketing contracts for the activities of its partners in sports betting, casinos, poker games, lottery and binary options, such as Betsafe (online casino and sports betting), Lottopalace (lottery) and Option888 (binary options). Sheltyco focuses on all of these three complementary activities under one umbrella, leveraging its historical cash generative activities of marketing online casinos and sports betting.

 

The Company's main countries of operation are the Isle of Man, British Virgin Islands and Cyprus.

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):

56,059,269 ordinary shares of nil par value

No shares held in treasury.

No restrictions as to transfer of the securities.

 

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

Capital to be raised: £538,043 via a subscription at 25 pence per share to be carried out in two tranches

Anticipated market capitalisation on Admission: £13.89 million (at the subscription price of 25p per share)

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

86.78%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

Not Applicable

 

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):

Existing Directors:

David Mathewson (Chairman)

Mark Rosman (Non-Executive Director)

 

Proposed Directors

Marcel Noordeloos (Chief Financial Officer)

Karsten Uwe Lenhoff (Chief Operating Officer)

Hans Dahlgren (Chief Technology Officer)

 

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

Lensing Management Limited*           -

Vancom Ventures Limited                  -

Vistra (Malta) Limited                          -

DGS. C.V.                                           -

Crius Investments B.V.                       10.43%

Dolf Swart                                           8.58%

De Baar Holding B.V.              7.53%

Castilla Investments BV                      6.21%

Dirk Jan Bakker                                   5.97%

M.W. van Bree Beheer B.V.                5.01%

Francois Claeijs                                  4.49%

Mark Rosman                                     4.31%

 

After Admission

Lensing Management Limited*           46.83%

Vancom Ventures Limited                  15.61%

Vistra (Malta) Limited                          15.61%

DGS. C.V.                                           6.08%

Crius Investments B.V.                       1.44%

Dolf Swart                                           1.40%

De Baar Holding B.V.              1.04%

Castilla Investments BV                      0.86%

Dirk Jan Bakker                                   0.82%

M.W. van Bree Beheer B.V.                0.69%

Francois Claeijs                                  0.62%

Mark Rosman                                     0.87%

 

* A company fully owned by Karsten Uwe Lenhoff

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Not Applicable

 

(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)        31 December 2015

(iii)       30 September 2016 (interim report for the six months ending 30 June 2016)

            30 June 2017 (annual report for the twelve months ending 31 December 2016)

            30 September 2017 (interim report for the six months ended 30 June 2017)

 

EXPECTED ADMISSION DATE:

30 June 2016

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Stockdale Securities Limited

Beaufort House

15 St Botolph Street

London

EC3A 7BB

 

NAME AND ADDRESS OF BROKER:

Stockdale Securities Limited

Beaufort House

15 St Botolph Street

London

EC3A 7BB

 

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, which contains full details about the applicant and the admission of its ordinary shares to AIM, is available on the Company's website (www.velox3.com (up to Admission) or www.veltyco.com (following Admission)) in accordance with AIM Rule 26.

 

DATE OF NOTIFICATION:

16 June 2016

 

NEW/ UPDATE:

New

 

 


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