Halliwells’ AIM Run Continues With Cross Border Transaction
Flintstone Technologies Plc (AIM:FLT) has conditionally agreed to acquire OspreyDeepClean, ("Osprey") a company which markets and sells specialist cleaning systems in the UK, and InnoCleaning Magma Holdings, ("IMH") the owner of two businesses being InnoCleaning which markets and sells specialist cleaning systems and Magma which develops and markets flame retardant products, for a total consideration of £30.986 million to be satisfied by the issue of the Consideration Securities.
The acquisition of these companies constitutes a reverse takeover under the AIM Rules and, as such, requires the approval of Shareholders at the Extraordinary General Meeting of the Company to be held on 24 August 2005.
Law firm Halliwells, AIM Lawyer of the Year at the 2005 Growth Company Investor Awards, advised Osprey and IMH on the transaction.
Flintstone was advised by Kingsley Napier.
Halliwells' team was led by partner Nigel Brown assisted by partner Matthew Puhar and solicitor James Pochin.
"This was a complex, cross border transaction with stock exchange considerations both in the UK and the Netherlands," said Nigel Brown.
"With IMH being based in Holland we worked closely with the Dutch firm Nauta Dutilh during the transaction.
"Due to the complexity of the deal and the very tight timetable our Manchester and London offices worked closely throughout the transaction to ensure that we completed on time to match the expectations of our client," added Nigel.
He concluded:
"This is our fourteenth AIM transaction of the year and further adds to the firm's AIM expertise."
The details of the transaction are as follows:
- Acquisition of the entire issued share capital of Osprey and IMH for a total consideration of £30.986 million
- The 146,330,999 consideration shares represent approximately 62.7 per cent. of the Enlarged Share Capital, assuming full placing
- Placing of up to 14,285,714 shares at 14p per share to raise £2 million before expenses
- It is proposed that the Company changes its name to Proventec Plc ("Proventec") following an EGM to be held on 24 August 2005
- Focus of the group on cleaning and coatings technologies
About Halliwells
Halliwells is one of the UK's leading multi-disciplinary law firms with over 1000 people and offices in Manchester, Liverpool, London and Sheffield
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