Schedule 1 - Ekay Plc

RNS Number:1795Q
AIM
14 March 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:
Ekay Plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
The Maltings

53-54 Bath Street

Gravesend

Kent

DA11 0DF


COUNTRY OF INCORPORATION:
UK
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
http://www.ekayadvertising.com/
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:
Ekay Plc is an advertising and marketing agency which specialises in advising clients on the use of television,
national and local press, magazines, the internet, direct mail and posters, for business development purposes, with
particular expertise in direct marketing.  Its main countries of operation are the UK and the Channel Islands.



Ekay Plc is proposing to acquire WFCA Integrated Limited, a full service marketing communications agency serving
national and international clients from its location in Kent.  Owing, inter alia, to the size of the Acquisition, which
constitutes a reverse takeover under the AIM Rules for Companies, the transaction is conditional on, and requires the
approval of, Shareholders, which is being sought at the General Meeting to be held on 2 April 2008.




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):
155,797,575 Ordinary Shares of 1p each
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
�2.5 million be raised on admission

Market Cap anticipated to be approximately �9 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
80%
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:
NA
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):




Arthur Leonard Robert Morton (known as Bob Morton), Proposed Non-executive Chairman

Michael John Richards, Proposed Chief Executive Officer

Edward Kenneth Powell, Chief Executive Officer, Managing Director designate

Michael Phillip David Lording, Finance Director

Julian Braithwaite Paul, Non-Executive Director

Rodger Gordon Braidwood, Proposed 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):
                                                    Prior to Admission %       Following Admission %
Edward Kenneth Powell*                              89.3                       22.2
Bruce William Wallace**                             5.0                        1.2
Southwind Limited***                                -                          10.7
Michael John Richards                               -                          44.1
Williams de Broe Ltd                                -                          9.3
Herald Investment Management Limited                -                          5.3

* Edward Kenneth Powell holds 34,850,000 Ordinary Shares and members of his immediate family hold an aggregate of
130,500 Ordinary Shares.

** Bruce William Wallace's shares are held by Wallace Barnaby Holdings Limited, a company in which he has an interest.

***Southwind Limited's sole shareholder is a trust, the main beneficiary of which is an adult child of Bob Morton. Bob
Morton does not have a notifiable interest in these Ordinary Shares.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
None
(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)                  30 June

(ii)                31 December 2007 for Ekay Plc and 30 November 2007 for WFCA Integrated Limited

(iii)               Full year accounts to 30 June 2008 published by 31 December 2008.  Interims to 31 December 2008
published by 31 March 2009.  Full year accounts to 30 June 2009 published by 31 December 2009.


EXPECTED ADMISSION DATE:
3 April 2008, admission of 47,989,241 Ordinary Shares of 1p each (being the VCT shares and readmission of the
previously listed Ekay shares)

4 April 2008, further issue of 107,808,334 Ordinary Shares of 1p each (being the Non VCT shares and the Vendor
Consideration)
NAME AND ADDRESS OF NOMINATED ADVISER:
Daniel Stewart & Company Plc

Becket House

36 Old Jewry

London

EC2R 8DD
NAME AND ADDRESS OF BROKER:
Daniel Stewart & Company Plc

Becket House

36 Old Jewry

London

EC2R 8DD
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:
Daniel Stewart & Company Plc

Becket House

36 Old Jewry

London

EC2R 8DD
DATE OF NOTIFICATION:
14 March 2008
NEW/ UPDATE:
NEW




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            The company news service from the London Stock Exchange
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