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Crystalband PLC (FRME)

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Friday 04 February, 2005

Crystalband PLC

Admission to AIM

Crystalband PLC
04 February 2005

                                                                 4 FEBRUARY 2005

                                CRYSTALBAND PLC

                          ADMISSION TO TRADING ON AIM

        Placing of up to 3,833,334 new Ordinary Shares at 12p per share

Crystalband Plc ('Crystalband') was formed in September 2004 as a cash shell to
attract companies and businesses which are seeking admission to AIM. The Company
raised £1.6 million before expenses by way of an offer for subscription which
closed on 28 October 2004. The funds were raised in order to complete the due
diligence on potential target businesses and as working capital for the Company.

On 16 November 2004, Crystalband acquired the entire issued share capital of
Frame 1 (2004) Limited ('Frame 1').

The current business of Frame 1 comprises the manufacture and supply of standard
and 'made to measure' PVC windows and doors to builders merchants, and the
manufacture, supply and fit of made to measure windows to house builders and
trade customers.

-       Crystalband Plc  starts trading today on AIM.

-       Market capitalisation at Placing price is £2.7 m.

-       WH Ireland Ltd is Financial Adviser, Nominated Adviser and Broker.

For further information:

David Youngman
W.H. Ireland Limited
0161 832 2174

                                Crystalband Plc

                                 AIM ADMISSION

        Placing of up to 3,833,334 new Ordinary Shares at 12p per share

                          Admission to trading on AIM


                          Nominated Adviser and Broker

                              W.H. Ireland Limited

Crystalband was incorporated in September 2004 as a cash shell to attract
companies and businesses which are seeking admission to trade on AIM. By an
information memorandum dated 23 September 2004, the Company raised £1.6 million
before expenses by way of an offer for subscription which closed on 28 October
2004. The funds were raised in order to complete the due diligence on potential
target businesses and as working capital for the Company.

On 16 November 2004, Crystalband acquired the entire issued share capital of
Frame 1.


Background and History

Frame 1 was incorporated in September 2004 to acquire the business and assets of
BHD Flint, a manufacturer of PVC windows and doors, which was a subsidiary of
BHD Group Limited which had been in administrative receivership since 11 August
2004. Previously the business of BHD Flint had been a division of Magnet
Limited. John Mark, the managing director, was one of the team who took over the
running of the business at that time.

BHD Group Limited acquired the business in July 2002, adding to its portfolio of
businesses that manufactured conservatories, shower enclosures, PVC windows and
patio doors to supply the large DIY outlets. The Directors believe that BHD
Flint was acquired by BHD Group Limited to provide its group with additional
manufacturing capacity to meet the fluctuating demand of its large customers.
BHD Group Limited was placed into administrative receivership on 11 August 2004.

During this period of ownership BHD Flint went through periods of manufacturing
different products for different customers of BHD Group Limited including the
manufacturing and fitting of 'made to measure' windows for house builders; the
supply of standard windows and doors direct to the homes of customers of a large
DIY outlet and supplies of standard and 'made to measure' windows and doors to
builders' merchants. At the time that BHD Group Limited went into administrative
receivership BHD Flint primarily manufactured standard windows for a large DIY

Current Business

The current business of Frame 1 comprises the manufacture and supply of standard
and 'made to measure' PVC windows and doors to builders merchants and trade
customers and the manufacture, supply and fit of 'made to measure' windows to
house builders. The Directors have recently recruited a trade sales team to
expand the trade sales business and also established a trade desk at its
premises in Flint for passing trade.

Existing Facility

The business operates from two leasehold premises in Flint, North Wales. The
main factory comprises approximately 36,000 square feet made up of 6,000 square
feet of office space and 30,000 square feet of factory space in addition to a
30,000 square feet goods delivery yard. The second smaller factory has
approximately 6,000 square feet of factory space with a 10,000 square feet goods
delivery yard.

Plant and equipment consists primarily of a range of PVC processing and glass
unit machines which the Directors believe are in good condition and have been
well maintained. The business carried on at the site has operated a BSI
Kitemarked quality assurance system since 1998. The Directors have transferred
the BSI licence into the name of Frame 1. During 2005, subject to the cash
requirements of the business, the Directors intend to invest in machinery which
they anticipate will improve production quality.

The Directors believe the manufacturing capacity is currently between 2,500 and
3,000 frames per week. At present the business employs 60 managerial, support
and manufacturing staff who work 38 hours a week through a 5 day shift system.



Frame 1 has recruited a National Sales Manager and three field based salesmen
who have been given the task of expanding the local North West trade supply
business. A new trade desk which enables trade installation companies to buy
their 'made to measure' windows and doors directly from the site at Flint has
also been established.

DIY and Home Furnishing retailers

Frame 1 currently manufactures windows and delivers directly to a major DIY
retailer for the new owners of BHD Group Limited.

Builders' Merchants

Frame 1 currently supplies both 'made to measure' and standard windows and doors
to builders' merchants. Customers include Selco 'The Builders' Warehouse' (which
is part of the Grafton group), and Platform Builders Merchants. These windows
are supplied directly by Frame 1 to the merchants.

House Builders

Frame 1 has contracts with several major national house builders for the supply
and fitting of 'made to measure' windows and doors. Frame 1 is currently in
negotiation with an additional major house builder to join their list of
recommended national suppliers.


Frame 1 uses a variety of materials in the assembly of its windows and doors and
these materials can be sourced from a number of suppliers. John Mark and Gavin
Johnson have developed good relationships with Eurocell Profiles Ltd and Premier
Profiles Ltd for the supply of PVC profile.

Similar relationships are in place for the bulk supply of float glass and cut to
size toughened glass with Pilkington Glass Plc and Float Glass Limited.

John Mark and Gavin Johnson have established relationships with a number of
their suppliers. Agreed credit terms and prices have been put in place since the
business was bought out of receivership.

Market and Competition

The Directors consider the major supplier to the DIY shed market in the UK to be
Laird Lifestyle Products Limited. As the only third party supplier of 'made to
measure' windows to Laird Lifestyle Products Limited, the Directors believe
Frame 1 is well placed to retain and increase its current market share,
particularly for the 'made to measure' sector.

The Directors believe the supply of PVC windows and doors to the builders'
merchants market is not dominated by a single supplier but is served by many
companies throughout the UK. Given the good track record of the business for
meeting delivery targets, the Directors believe Frame 1 is well positioned to
increase business in this market.

The supply and fit market to new house builders is dominated by regional
suppliers. Frame 1 is one of the few national suppliers in that market. The
Directors are not aware of any house builders that have a single source supply.

None of the current suppliers to the target market for the new trade desk are
local, being located in South Wales, Midlands, Lancashire and Yorkshire. The
Directors believe Frame 1 is ideally located to expand its business in this
local market, and it is anticipated it will serve the conurbations of the North
Wales Coast, Chester and Wrexham, the Wirral and the M6 Cheshire corridor.


The biographies of the Directors of the Company, as at the date of the
Prospectus, are set out below. Details of service contracts relating to the
Directors are set out in paragraph 6 of Part VI of the Prospectus.

John Leslie Mark (Aged 44), Managing Director

John is a chartered engineer and worked as the factory manager for Magnet
Limited (based in Flint) from 1998 to 2002, deputy managing director of BHD
Flint Limited from 2002 to 2003 and managing director throughout 2004.
Previously John worked as the group engineering manager for Magnet Limited, with
responsibility for capital investment and manufacturing, process and development
activities for all Magnet Limited manufacturing sites. John worked for Moores
Furniture Group, Wetherby, as their engineering manager for 8 years having
previously worked for Tambrands Limited as their manufacturing services manager.
John began his career in the Merchant Navy as Engineering Officer Cadet working
for Esso Petroleum Ltd in 1977 and graduated from the University of
Newcastle-upon-Tyne with an honours degree in Engineering in 1985.

Stephen Philip Collins (Aged 37), Financial Director

Stephen qualified as a chartered accountant with Coopers & Lybrand in 1992 and
progressed to manager in their corporate recovery department. Since leaving the
profession in 1994, Stephen has held senior finance positions in a range of
businesses, more recently with Ilford Imaging Limited where he was responsible
for significant working capital and profitability improvements in a business
undergoing substantial change.

Gavin Anthony Johnson (Aged 33), Non-Executive Chairman

In 1996, Gavin jointly established Warwick Developments Limited, a bespoke PVC
window and door frame manufacturer based in Liverpool with turnover in excess of
£3 million per annum, manufacturing over 600 units per week. Gavin has worked in
the window and door manufacturing industry for many years and has well
established relationships in this sector. Gavin is also a non-executive chairman
of the Vista Group plc.

Keith William Salisbury (Aged 36), Non-Executive Director

Keith worked as a chartered accountant with Arthur Andersen and is a Member of
the Securities Institute. Keith worked at the corporate finance division of
Brewin Dolphin Securities Limited acting for many publicly quoted and private
companies on all types of corporate finance transactions across a range of
sectors including IPOs, secondary offerings, acquisitions, disposals and public
to private deals. Keith is a partner of Zeus Partners and a director of Zeus
Capital Limited which is an FSA regulated company providing corporate finance

Keith George Sadler (Aged 36), Non-Executive Director

Keith is a founding member and chief executive of the Vista Group plc. Vista
Group plc is a manufacturer of panel and composite doors. Keith was promoted to
sales office manager in 1998 and then to sales director in December 2000. In
June 2003 he was appointed managing director of Vista Group Plc. Keith led the
management buy out of Vista Panels Limited from the BHD Group Limited in
November 2003

Kevin Philbin (Aged 45), Non-Executive Director

Kevin qualified as a solicitor in 1984 and specialises in corporate and
commercial law. He is a senior partner of Wacks Caller, solicitors based in
Manchester and solicitors to the Company. His directorships of other companies
have included The Premiere Group PLC and the Range Cooker Company PLC which were
both publicly quoted.


Paul Roberts (Aged 37), National Sales Manager

Paul has a proven track record spanning the last 16 years within the PVCu window
market. Most recently, Paul held senior sales positions within two large trade
fabricators, Speed Frame and Griffin Windows where Paul was the northern
business manager.


Gavin Johnson and John Mark have devised a strategy based on the business'
reputation for quality and service, which has been designed to result in
significant sales growth.

A new product range of residential windows, door systems and French doors using
the Eurocell Logic range has been launched.

The recent recruitment of Paul Roberts as National Sales Manager, and three
further field based salesmen demonstrates the Board's strategy to recruit
experienced salesmen who have relationships with existing and potential

Current trading is satisfactory and all organisational changes, including head
count reductions, have been completed.


On 16 November 2004 the Company acquired the entire issued share capital of
Frame 1 pursuant to an Acquisition Agreement ('the Acquisition Agreement'). The
consideration for the Acquisition was satisfied by the issue to the Vendors of
£1,600,000 Guaranteed Loan Notes, £1,600,000 Unsecured Loan Notes and by the
issue credited as fully paid of 5,500,000 Ordinary Shares to the Vendors.
Further details of the Acquisition Agreement and the Loan Notes are set out in
paragraph 12 of Part VI of the Prospectus.


The Company is proposing to raise £460,000 before expenses, by way of the
Placing of up to 3,833,334 Placing Shares at 12p per share. Assuming full
subscription, the Placing Shares will represent approximately 17.06 per cent. of
the Company's issued share capital following Admission. The Placing Shares will
be issued credited as fully paid and will rank pari passu in all respects with
the Existing Ordinary Shares.


The Directors have arranged with CREST Co Limited for the Ordinary Shares to be
admitted to CREST with effect from Admission. Accordingly settlement of
transactions in the Ordinary Shares following Admission may take place within
the CREST system, if the relevant shareholders so wish. CREST is a paperless
settlement procedure, which allows securities to be evidenced without a
certificate and transferred otherwise than by written instrument. The Articles
permit the holding and transfer of Ordinary Shares under the CREST system.

CREST is a voluntary system and holders of the Existing Ordinary Shares and the
Placing Shares who wish to receive and retain certificates in respect of
Ordinary Shares will be able to do so.


The total funds raised from the Placing will be utilised by the Company to cover
the expenses of the Proposals.


For shareholders who are individuals, taper relief may apply depending on the
length of ownership so that the effective rate of capital gains tax on any gain
on a disposal by an individual shareholder may be reduced the longer the
Ordinary Shares are held. Indexation allowance no longer applies in the case of
individual shareholders. For corporate shareholders an indexation allowance (not
taper relief) will be available on a disposal in respect of the subscription
cost of the Ordinary Shares. An indexation allowance cannot be used to create or
increase a loss for tax purposes.


The Board recognises the importance of sound corporate governance whilst taking
into account the size and nature of the Company. As the Company grows, the
Directors intend that the Company should develop policies and procedures which
reflect the Principles of Good Governance and Code of Best Practice, as
published by the Committee on Corporate Governance (commonly known as the '
Combined Code on Corporate Governance') and which are appropriate for a Company
of its size. The Board will take such measures, so far as is practicable, to
comply with the Combined Code.

The Directors have, subject to Admission, established an audit committee and a
remuneration committee. The audit committee will meet at least twice per annum
and will be responsible for ensuring the integrity of the financial information
reported to shareholders and the systems of internal controls. This committee
will provide an opportunity for reporting by the Company's auditors. The
Managing Director and Finance Director will attend meetings by invitation. The
remuneration committee will meet at least once per annum to determine the terms
of employment and total remuneration of the executive Directors, including the
granting of share options. The objective of this committee will be to attract,
retain and motivate executives capable of delivering the Company's objectives.
Both these committees will consist of Gavin Johnson, Keith Salisbury and Kevin

The Company will ensure, in accordance with Rule 19 of the AIM Rules, that the
Directors and applicable employees do not deal in any of the Ordinary Shares
during a close period (as defined in the AIM Rules) and will take all reasonable
steps to ensure compliance by the Directors and applicable employees.


The Vendors have agreed that pursuant to the Acquisition they will not (save in
certain specific circumstances) dispose of any Existing Ordinary Shares held by
them for a period of two years following Admission. The Placing Shares and
remaining Existing Ordinary Shares are not subject to any lock-in agreement.

The lock in arrangements above shall not prevent disposals being made in the
following circumstances:

(a)        In acceptance of a general offer for all Ordinary Shares in the
capital of the Company (other than any such shares which are already owned by
the person making such offer or any person(s) acting in concert with it) and
made in accordance with the City Code on Takeovers and Mergers:

(i)         whether or not such general offer shall have been recommended by the
directors of the Company or shall have become unconditional as to acceptance; or

(ii)        pursuant to the provision of an irrevocable undertaking to accept
such an offer or a sale of the Company;

(b)        by personal representatives of a shareholder in accordance with the
reasonable requirements of the Company; and

(c)        pursuant to the requirements of Section 425 of the Act or pursuant to
Section 110 of the Insolvency Act 1986.


The Directors believe that the commitment of employees can be enhanced by the
use of share options. The Company is therefore proposing to establish an
Enterprise Management Incentive share option scheme and an unapproved share
option scheme prior to Admission. Further details of the proposed schemes are
set out at paragraph 6A of Part VI of the Prospectus.


It is expected that any cash generated by the Group's operations in the short to
medium term will be devoted to funding the Group's planned development. The
Board, however, will continue to review the appropriateness of its dividend
policy as the Group develops.


Your attention is drawn to the Prospectus, which provides additional information
on the matters discussed above.


The following words and expressions shall have the following meanings in this
document, unless the context otherwise requires:

'Acquisition'                the acquisition by the Company of the entire issued 
                             share capital of Frame 1 from the Vendors which was 
                             completed on 16 November 2004;

'Act'                        the Companies Act 1985 (as amended);

'Admission'                  the admission of the Existing Ordinary Shares and 
                             the Placing Shares to trading on AIM and such 
                             admission becoming effective in accordance with 
                             Rule 6 of the AIM Rules;

'AIM'                        the Alternative Investment Market of the London 
                             Stock Exchange;

'AIM Rules'                  the rules published by the London Stock Exchange 
                             from time to time governing the admission to and 
                             the operation of AIM;

'Articles'                   the Company's articles of association as amended 
                             from time to time;

'BHD Flint'                  BHD Flint Limited (in Receivership) which formerly 
                             carried on the business of Frame 1;

'Board' or 'Directors'       the directors of the Company, whose names appear on 
                             page 4 of this document;

'Company' or 'Crystalband'   Crystalband plc (registered in England and Wales 
                             under number 5232600);

'CREST'                      the computerised settlement system to facilitate 
                             the transfer of title of shares in uncertificated 
                             form operated by CREST Co Limited;

'Existing Ordinary Shares'   the 18,636,400 Ordinary Shares in issue at the date 
                             of the Prospectus;

'Frame 1'                    Frame 1 (2004) Limited (registered in England and 
                             Wales under number 5101189);

'Group'                      the Company and its subsidiary Frame 1;

'Loan Notes'                 the £1,600,000 Guaranteed Loan Notes and £1,600,000  
                             Unsecured Fixed Rate Loan Notes of the Company 
                             issued to the Vendors on completion of the 

'London Stock Exchange'      London Stock Exchange plc;

'Offer for Subscription'     the offer for subscription made by the Company to 
                             certain specific individuals in the terms of an 
                             information memorandum dated 24 September 2004;

'Official List'              the Official List of the UK Listing Authority;

'Ordinary Shares'            ordinary shares of 0.5p in the capital of the 

'Placing Agreement'          the conditional agreement dated 28 January 2005 
                             between the Company (1), the Directors (2) and W.H. 
                             Ireland (3), the principal terms of which are set 
                             out in paragraph 12.1.4 of Part VI of the 

'Placing Price'              12p per Placing Share;

'Placing Shares'             the 3,833,334 Ordinary Shares which are the subject 
                             of the Placing;

'Placing'                    the conditional placing of the Placing Shares 
                             pursuant to the Placing Agreement;

'POS Regulations'            the Public Offers of Securities Regulations 1995 
                             (as amended);

'Proposals'                  the Placing and Admission;

'Prospectus'                 the document, produced by the Company, in respect 
                             of its admission to AIM, dated 28 January 2005 
                             copies of which are available from W.H. Ireland on 
                             the number given at page 1 of this notice;

'PVC'                        the building material Unplasticised Polyvinyl 

'Shareholders'               holders of Existing Ordinary Shares;

'UK Listing Authority'       the Financial Services Authority acting in its 
                             capacity as a competent authority for the purposes 
                             of Part VI of the Financial Services and Markets 
                             Act 2000, including where the context so permits 
                             any committee, employee or servant of such 
                             authority to whom any function of the UK Listing 
                             Authority may from time to time be delegated;

'Vendors'                    the shareholders of Frame 1 being a consortium of 
                             investors led by G.A. Johnson; and

'W.H. Ireland'               W.H. Ireland Limited.

                      This information is provided by RNS
            The company news service from the London Stock Exchange           VNRVWRURAR                                                                                                                                                                                                                                                     

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