Schedule 1 - Sandford Plc

RNS Number:1011B
AIM
30 July 2007


 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:


Sandford Plc (to be renamed TSE Group Plc)


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


Registered Office and Company address: 14 Kinnerton Place South, London, SW1X 8EH




COUNTRY OF INCORPORATION:


England and Wales


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


www.tsegroupplc.com (as from Admission on 21 August 2007).


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 Board of Sandford has agreed, subject to Shareholder approval, to acquire
Wilton International Consulting Limited ("Wilton"). The Admission is sought as a
result of the acquisition of Wilton being a reverse taker-over pursuant to AIM
Rule 14.

Wilton was established in 2005 and in September 2005, acquired the entire issued
share capital of TSE. Wilton has no other subsidiaries. Founded in 2000, TSE is
based in Lausanne, Canton de Vaud, Switzerland and provides strategic advice to
international sports organisations, the public sector and private companies
including advice to cities and governments on bidding and hosting major sports
events such as the Olympic Games. In 2006, TSE established an international
network outside of Switzerland with local partners and has a presence in the UK,
USA, South Africa, Denmark and China. TSE has worked with a significant number
of international sports organisations, cities and governments including the
International Olympic Committee (IOC), the Union of European Football
Associations (UEFA) and the International Association of Athletics Federations
(IAAF).

TSE's business strategy is to become the leading specialist management
consultancy operating only in national and international sport. The Directors
and Proposed Directors intend to develop the international agency network
further over the next 3 years. The Directors and Proposed Directors intend to
develop TSE both organically and through selected acquisition of other
complementary businesses and will consider extending TSE's business to provide
event planning and management services.

To reflect the Group's new strategy and to reinforce the TSE brand, on
completion of the Proposals the Directors propose to change the name of the
Company to TSE Group Plc.

TSE's sales for the year ended 31 December 2006 amounted to CHF (Swiss Francs)
1,653,022 (2005: 904,188) and profit before taxation in the same period amounted
to CHF 215,886 (2005 32,618). Sandford's audited results for the year ended 31
March 2007 showed a profit before taxation of #122,770.

On Admission, Robin Vandeluer Courage and Lars Haue-Pedersen will be appointed
as directors of Sandford. The existing Directors will all remain on the Board
following completion.

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):


583,900,000 Ordinary Shares of 0.1 pence each


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


No further capital to be raised on Admission.



Anticipated market capitalisation on Admission: #5 million


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:


71.05%


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):


Neil James McClure                Non-Executive Chairman

Adam Reynolds                       Executive Director

Paul Andrew Peter Foulger     Finance Director

Robin Vandeleur Courage       Proposed Executive Director

Lars Haue-Pedersen                Proposed 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):




Shareholder                                       Percentage of the issued share
capital                                           before Admission

Hansard Communication.com Limited                   22.95%

Palan Investments                                    9.79%

Adam Reynolds                                        8.60%

Paul Foulger                                         8.60%

Graham Chambers                                      4.59%

David Newton                                         4.59%



Shareholder                                         Percentage of the issued share
capital                                             after Admission

Hansard Communication.com Limited                        19.41%

Palan Investments                                         8.28%

Adam Reynolds                                             7.28%

Paul Foulger                                              7.28%

Graham Chambers                                           3.88%

David Newton                                              3.88%

Wilton International Management Group Limited            11.99%




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


(i)         BlueOar Securities Plc (formerly Corporate Synergy Plc), received #26,125 in cash pursuant to a loan
note deed dated 20 December 2006;

(ii)        Roger Bateman, a former director of the Company, received #12,500 in cash pursuant to a loan note
deed dated 20 December 2006;

(iii)       Christopher Simpson, a shareholder, received #18,000 in cash pursuant to a loan note deed dated 20
December 2006;

(iv)       Anthony Jansen, a former director of the Company, received a total #15,556 in respect of his accrued
salary;

(v)        James Farmer, a former director of the Company, received a total #20,118 in respect of his accrued
salary and a further cash payment of #35,654;

(vi)       Roger Bateman, a former director of the Company, received a total #13,111, in respect of his accrued
salary; and

 (viii)    Blue Oar Securities Plc (formerly Corporate Synergy Plc) received #17,752.13 for nominated adviser and
broker services provided to the Company and expenses incurred in respect of the provision of such services.


(i)                 ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)               DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)             DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:


(i)                 31 March, to be changed to 31 December.

(ii)               Sandford; 31 March 2007: TSE Group 31 December 2006.

(iii)             Interims for the period ending 30 June 2007 to be published by 30 September 2007; Audited
results for the nine months ending 31 December 2007 to be published by 30 June 2008; Interims for the period
ending 30 June 2008 to be published by 30 September 2008.




EXPECTED ADMISSION DATE:


21 August 2007


NAME AND ADDRESS OF NOMINATED ADVISER:


Beaumont Cornish Limited

5th Floor

10-12 Copthall Avenue

London

EC2R 7DE


NAME AND ADDRESS OF BROKER:


Beaumont Cornish Limited

5th Floor

10-12 Copthall Avenue

London

EC2R 7DE


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:


Beaumont Cornish Limited

5th Floor

10-12 Copthall Avenue

London

EC2R 7DE


DATE OF NOTIFICATION:


30 July 2007


NEW/ UPDATE:


New






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