Schedule 1 - Journey Group plc

    RNS Number : 3171A
  AIM
  31 July 2008
   

 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:
 Journey Group plc (formerly Watermark Group plc)
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 The Encompass Centre
 International Avenue
 Heston
 Middlesex TW5 9NJ
 COUNTRY OF INCORPORATION:
 England and Wales
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 http://www.watermarkgroup.co.uk
 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:
 Journey Group, based in the UK, provides in-flight catering and products to
 the airline, travel and hospitality industries.  The business is split into
 two divisions: Products Division; and Services Division. The Services
 Division primarily provides in-flight catering services to airlines using an
 outsourcing model. The Products Division designs and procures in-flight
 products (such as headphones, cutlery and crockery) for airlines.

 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):
 290,572,553 ordinary shares of 1p each
 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 �9.0 million gross raised on Admission
 Anticipated market capitalisation at the placing price �21.8 million
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 70.1 per cent.
 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:
 None
 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):
 Stephen Yapp, Executive Chairman
 Nicholas Scott, Managing Director of Services Division
 Daniel Lipman Bernstein, Non-Executive Director
 Graham John Bird, Non-Executive Director
 Thomas David Jennings, 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):
 As at the date of this announcement:


 SVG Investment Managers                15.4%
 John Spens                                          9.3%
 Maurice Ostro                                      9.3%
 John Caulcutt                                       8.5%
 JO Hambro Capital Management         5.9%
 John Calthorpe                                   5.7%
 Miles Peckham                                    3.9%


 On admission:


 SVG Investment Managers                 27.6%
 JO Hambro Capital Management         25.7%
 Albany Capital                                      8.7%
 Maurice Ostro                                       5.4%
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 None
 * ANTICIPATED ACCOUNTING REFERENCE DATE 
 * DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS
 BEEN PREPARED
 * DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM
 RULES 18 AND 19:
 * 31 December
 * Not applicable
 * 30 September 2008; 30 June 2009; 30 September 2009
 EXPECTED ADMISSION DATE:
 29 August 2008
 NAME AND ADDRESS OF NOMINATED ADVISER:
 KBC Peel Hunt Ltd
 111 Old Broad Street
 London EC2N 1PH
 NAME AND ADDRESS OF BROKER:
 KBC Peel Hunt Ltd
 111 Old Broad Street
 London EC2N 1PH
 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:
 Not applicable
 DATE OF NOTIFICATION:
 31 July 2008
 NEW/ UPDATE:
 New
 QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

 THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES
 HAVE BEEN TRADED:
 Main market of London Stock Exchange plc for listed securities
 THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
 31 July 1998
 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS
 ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS
 SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
 BREACH:
 The Company confirms that it has adhered to the legal and regulatory
 requirements involved in having securities listed on the UKLA Official List
 and admitted to trading on London Stock Exchange plc's market for listed
 securities.
 AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
 APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING
 ITS SECURITIES SO TRADED) ARE AVAILABLE:
 http://www.watermarkgroup.co.uk
 DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE
 CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:
 It is the Directors intention that following Admission to AIM, the business
 of Journey Group will continue to operate in two divisions - Services
 Division and Products Division; focussing on driving the divisions to target
 profitable growth.
 A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF
 THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD
 FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
 Save for a 7 year contract with United Airlines signed on 31 March 2008,
 there has been no significant change in the financial or trading position of
 the Group since 31 December 2007, being the date to which the annual report
 and accounts for the year ended on that date were prepared.
 A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE
 THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT
 FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
 The board of directors of the Company have no reason to believe that the
 working capital available to it or its group will be insufficient for at
 least twelve months from the date of its admission to trading on AIM.
 DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
 Not applicable
 A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
 SECURITIES:
 Shares that are held in uncertificated form will continue to be held and
 dealt through CREST. Share certificates representing those Shares held in
 certificated form will continue to be valid and no new share certificates
 will be issued.
 A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
 SECURITIES:
 http://www.watermarkgroup.co.uk
 INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS
 NOT CURRENTLY PUBLIC:
 There is no information equivalent to that required for an Admission Document
 (as defined in the AIM Rules) which is not currently in the public domain.
 A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT
 AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS
 PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE
 PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE
 19:
 http://www.watermarkgroup.co.uk
 THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:  
 Nil


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