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Sch1-Applied Intellectual Cap

AIM
13 February 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:

Applied Intellectual Capital Limited

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

Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW, Channel Islands

COUNTRY OF INCORPORATION:

Jersey

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

http://www.apicap.com/aim26.html

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:

Applied Intellectual Capital is an incubator and investor in electrochemical
technology, based in USA and with operations in UK. The company focuses on the
development and commercialisation of electrochemical solutions to water
purification, mine waste treatment, energy storage, renewable energy, and
sustainable resources.

Admission is sought as a result of a re-domiciling Applied Intellectual Capital
(AIM: AINC/L) from Nevada to Jersey, Channel Islands.

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):

42,740,115 ordinary shares of nil par value

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

No fundraise / Market capitalisation is £107 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

47 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:

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):

Professor Sir Andrew Likierman Non-Executive Chairman

Dr Steven R. Clarke Chief Executive Officer

Robert A. Stoffregen Chief Financial Officer

Robert L. Clarke Chief Technology Officer

Darron R. Brackenbury Chief Operating Officer

The Hon. James R.C. Weir Non-Executive Director

Anthony R. Amor Non-Executive Director

David R. Thompson 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):

Shareholder Number of Ordinary Percentage of issued
Shares before and capital before and
after Admission after Admission
Robert Clarke 6,611,333 15.5%
Steve Clarke 6,611,334 15.5%
Darron Brackenbury 6,611,333 15.5%
Credit Suisse Securities Europe Ltd 5,246,000 12.3%
Nutraco Nominees Limited 3,656,993 8.6%
N W Brown Nominees Limited 1,895,000 4.4%
Bank Of New York (Nominees) Limited 1,800,000 4.2%
Goldman Sachs Securities (Nominees) Limited 1,768,897 4.1%

 

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

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

(i) 31 July

(ii) n/a

(iii) 30 April 2008 (January's interims); 31 January 2009
(July's final results); 30 April 2009 (January's interims)

EXPECTED ADMISSION DATE:
12 March 2008

NAME AND ADDRESS OF NOMINATED ADVISER:
Nabarro Wells & Co. Limited

Saddlers House, Gutter Lane, London EC2V 6BR

NAME AND ADDRESS OF BROKER:
Mirabaud Securities Limited

21 St James's Square, London, SW1Y 4JP

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:

DATE OF NOTIFICATION:

13 February 2008

NEW/ UPDATE:

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE
BEEN TRADED:

AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

26 January 2007

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:

Confirmed

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.apicap.com/aim26.html

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The company's objective remains to commercialise intellectual property from
electrochemical technologies and create value by generating licensing income, as
well as by establishing businesses and selling shares in those businesses in
order to realise a capital gain.

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:

Year ended 31 July 2007.

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 Directors are of the opinion that, having made due and careful enquiry, the
working capital available to the Enlarged Group will, from Admission, be
sufficient for its present requirements, that is for at least 12 months from the
date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

Each of the Directors, Stephen Harrison and Richard Clarke have entered into
lock-in agreements until the expiry of a period of 18 months from 26 January
2007.

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

AIC Shareholders will need to complete the blue Crest Request Form, which will
accompany the Circular being posted on 12th February 2008, indicating whether
they wish to deposit their New AIC shares into CREST or to receive their New AIC
Shares in certificated form. The blue Crest Request Form should be returned,
together with the form of proxy, to the Registrars. Shareholders should not
return their current AIC share certificates until they are notified to do so by
New AIC. Upon Admission of New AIC to trading on AIM, the current AIC share
certificates will cease to have any value.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
http://www.apicap.com/aim26.html

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT
CURRENTLY PUBLIC:

Not applicable. All relevant information has been disclosed in the Appendix to
this Announcement, which was posted to shareholders on 12th February 2008 and is
available on the Company's website.

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.apicap.com/aim26.html
Download
appendix doc Appendix to the AIM Schedule 1 Announcement 02.13.08
appendix docProxy Statement for the Special Meeting of Stockholders on 3rd March 2008

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None.

 

 



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