Aimshell Acquisitions : Schedule 1 - AimShell Acquisitions Plc

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:

AimShell Acquisitions plc (to be renamed Mi-Pay plc from Admission)

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

Registered office:

Stanhope Road

Swadlincote

Burton-on-Trent

Derbyshire

DE11 9BE

Trading address (from Admission):

ReD House

Cemetery Pales

Brookwood

Woking

Surrey

GU24 0BL

COUNTRY OF INCORPORATION:

England and Wales

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

www.aimshell.co.uk(to bewww.mipayplc.comfrom Admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION ) OR, IN THE CASE OF AN INVESTING COMPANY , DETAILS OF ITS INVESTING POLICY ).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

AimShell Acquisitions plc is to acquire (conditional on admission), Mi-Pay Limited for a total consideration of £9m, settled by the issue of new shares in AimShell Acquisitions. The transaction constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies.

Mi-Pay Limited is a UK registered and headquartered private company that specialises in delivering fully outsourced on line and related payment solutions to digital ecommerce clients, primarily in the mobile sector, enabling them to monetise their online proposition risk free. Mi-Pay's primary worldwide customers are mobile network operators ('MNO's) and mobile virtual network operators ('MVNO's) (collectively, 'Operators'), with MVNOs being those that operate a network but do not own the cellular infrastructure used.

Mi-Pay's core product offering provides the infrastructure to enable prepaid mobile devices to be topped up directly with the Operator on a 'cardholder not present' basis, via a variety of channels such as websites, mobile applications and social media applications.

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):

33,740,630 ordinary shares of 10 pence each

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

£ 585,491 to be raised via a placing for cash

Anticipated market capitalisation c.£13.8 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION :

61.37%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) 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):

Directors:

Michael Stone

Proposed Directors:

Seamus Declan Keating

Michael Clay Dickerson

John Nicholas Beale

Allen William Atwell

Edward ("Ed") William Anthony Lascelles

Gavin Duncan Paul Breeze

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):

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

N/A

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

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

(i)         31 December

(ii)        31 December 2013

(iii)       30 September 2014, 30 June 2015, 30 September 2015

EXPECTED ADMISSION DATE:

29 April 2014

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

23 Berkeley Square

London

W1J 6HE

3 Ralli Courts

West Riverside

Manchester

M3 5FT

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

23 Berkeley Square

London

W1J 6HE

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:

www.aimshell.co.uk(to bewww.mipayplc.comfrom Admission)

DATE OF NOTIFICATION:

9 April 2014

NEW/ UPDATE:

NEW