ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQUIS GROWTH MARKET
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| APPLICANT NAME: |
| FILE FORGE TECHNOLOGY PLC (to be renamed AMIROSE LONDON HOLDINGS PLC) |
| APPLICANT REGISTERED OFFICE, PRINCIPAL PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER: |
Registered Office and Principal Place of Business
10 Howlett Way
Thetford
England IP24 1HZ |
| DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE): |
Existing Directors
Nicholas James Lyth (Finance Director)
Jonathan Franklin Bixby (Executive Chairman)
Michael Scott Edwards (Non-Executive Director)
Jonathan William Hives (Independent Non-Executive Director)
Patrick McBride (Non-Executive Director)
Proposed Directors
Michael Heath (DOB: 5 June 1985) (Chief Executive Officer and Finance Director)
Aleksandra Binkowska (DOB: 27 December 1987) (Non-Executive Chairperson)
Mitchell Field (DOB: 12 August 1952) (Non-Executive Director)
David Battle (5 September 1962 (DOB:) (Independent Non-Executive Director)
On Admission, all Existing Directors will resign as Directors of the Company. On Admission, the Proposed Directors will be appointed as Directors of the Company |
| APPLICANT SECTOR: |
| Consumer Staples |
| DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES: |
File Forge Technology PLC, an investment company listed on the Aquis Stock Exchange since 2021, has approved the acquisition of 100% of the issued share capital of Amirose London Limited from Epoque Services Incorporated Limited for a consideration of £5,009,536.95, to be satisfied in shares. Given the size of the acquisition relative to File Forge technology PLC and voting control, the acquisition qualifies as a reverse takeover. The acquisition is conditional, inter alia, on admission.
Amirose London Limited provides contract manufacturing services in the personal care sector for global and boutique premium brands (“Brands”). Amirose London Limited will assist Brands in developing formulations for personal care products, sourcing packaging, bulk manufacturing, filling and distributing. Amirose London Limited also helps customers navigate the regulatory and compliance framework required to bring a product to market. Amirose London Limited has approximately 75 customers and services over 200 Brands. Amirose London Limited’s manufacturing facilities are in Thetford, Norfolk. Amirose London Limited currently has 86 employees.
Amirose London Limited aims to transform its contract manufacturing business, which has so far generated modest profits while utilising only a portion of its factory's capacity, into a thriving enterprise by fully leveraging excess capacity, infrastructure, and the expertise of its team. Amirose London Limited expects to drive growth organically and its long term strategy is also expected to include growth through acquisitions.
On Admission, File Forge Technology PLC is to change its name to Amirose London Holdings PLC.
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| NAME OF AQSE CORPORATE ADVISER: |
Existing AQSE Corporate Advisor: First Sentinel Corporate Finance Limited
AQSE Corporate Advisor on Admission: Alfred Henry Corporate Finance Limited
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| NUMBER, CLASS AND PAR VALUE OF SECURITIES TO BE ADMITTED: |
| 117,483,865 Ordinary Shares of £0.024 |
| SECURITIES IN PUBLIC HANDS AS A PERCENTAGE OF THE TOTAL NUMBER OF SECURITIES IN ISSUE (excluding securities held in treasury): |
The directors expect that upon admission >12% of Amirose London Holdings PLC ’s share capital in issue will be held in public hands.
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| SHAREHOLDERS HOLDING MORE THAN THREE PER CENT OF THE APPLICANT’S SHARE CAPITAL OR VOTING RIGHTS PRE- AND POST-ADMISSION: |
So far as the Company is aware, the only persons who are directly or indirectly interested in 3 per cent. or more of the share capital in issue or total voting rights of the Company as at the date of this Pre-Admission Announcement, and are expected (based on the information available as at the date of this Document) immediately following Admission (as appropriate) are as follows:
| Shareholder |
Pre-Admission |
Post-Admission |
| Howard White |
0% |
28.57% |
| Aleksandra Binkowska |
0% |
22.17% |
| Ben White |
0% |
21.75% |
| Mitchell Field |
0% |
14.92% |
| Marallo Holdings Inc. |
22.88% |
<3% |
| Tennyson Securities |
13.16% |
<3% |
| Kiyo Capital |
7.71% |
<3% |
| Ontario Inc. |
6.73% |
<3% |
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| TIMETABLE FOR ANY OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC: |
| 6 June 2025 |
| THE EXPECTED ADMISSION DATE: |
| 6 June 2025 |
| WEBSITE ADDRESS WHERE INVESTOR INFORMATION WILL BE AVAILABLE FOR INSPECTION: |
| www.amiroselondon.com |
| In respect of a fast-track applicant, the following information should also be included: |
| NAME OF MARKET ON WHICH THE APPLICANT’S SECURITIES ARE CURRENTLY TRADED: |
| N/A |
| ARRANGEMENTS FOR THE SETTLEMENT OF TRANSACTIONS IN THE APPLICANT’S SECURITIES: |
| N/A |
| DETAILS OF ANY LOCK-IN ARRANGEMENTS: |
| The Company entered into a Lock-in agreement on 25 April 2025 with Alfred Henry Corporate Finance Limited (AQSE Adviser), and the ‘Locked-In Parties’ - Epoque Services Incorporated Limited, Howard White, Ben White, Aleksandra Binkowska and Mitchell Field. The Locked-In Parties will be locked in for a period of 12 months from Admission (the lock- in period) and further, the Locked-In Parties undertake not to dispose of their shares for a further period of 12 months after the end of the lock- in period without first consulting the Company and Alfred Henry Corporate Finance Limited |
| DETAILS OF THE LEGAL OR REGULATORY REQUIREMENTS IN THE APPLICANT’S HOME COUNTRY REGARDING THE CONDUCT OF TAKEOVERS AND THE ACQUISITION OF SIGNIFICANT VOTING RIGHTS TO WHICH THE APPLICANT IS SUBJECT: |
| N/A |
| In respect of an update to a prior application announcement, the date of the original announcement should also be disclosed as follows: |
| UPDATE TO A PRIOR APPLICATION ANNOUNCEMENT RELEASED ON: |
| N/A |
