Sch 1 Update-MKM Group plc

RNS Number:1825C
AIM
15 August 2007


 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:
MKM Group plc


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

Park Road

Timperley

Cheshire

WA14 5BZ


COUNTRY OF INCORPORATION:
England & Wales


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.mkmgroupplc.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:
MKM Group plc (the "Company"), through its operating subsidiary MKM Concepts Limited develops sales promotional
programmes for blue-chip clients in the UK. These programmes include one-off promotions to support specific
client campaigns as well as long term loyalty and partnership programmes.



The Company is proposing to acquire the entire issued share capital of Leisure World Pty Limited and its
subsidiaries (together the "Leapfrog Group") for an initial consideration of #1.95 million in cash together with
the issue of 20,000,000 new ordinary shares of 0.5p each in the Company ("Ordinary Shares"). In addition,
deferred consideration may be payable to the vendors, in shares and / or cash, subject to the achievement of
agreed conditions relating to the future financial performance of the Leapfrog Group.



The Leapfrog Group offers similar services to MKM Concepts Limited, but is based in Australia.



The acquisition of the Leapfrog Group will constitute a reverse takeover, as a result of which admission is
sought.


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):
The re-admission of 43,744,545 existing Ordinary Shares, the admission of 20,000,000 new Ordinary Shares issued
as vendor consideration and the admission of 6,666,667 new Ordinary Shares issued by way of a placing at 7.5p per
share.  Total securities to be admitted: 70,411,212 Ordinary Shares.



By an agreement dated 3 August 2007, the vendors of the Leapfrog Group have entered into a lock-in and orderly
market agreement for a total period covering 24 months from admission.


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
#500,000.03 via a placing of 6,666,667 Ordinary Shares at 7.5p per share. Anticipated market capitalisation of
#5.28 million at the placing price of 7.5p per share.


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
75.58%


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):
Directors:

Andrew David Michael Johnson (Executive Chairman)

Mark Ian Koch (Chief Executive)

Victor Simon Koch (Executive Director)

Matthew Leigh Toynton (Group Finance Director)

David Emanuel Merton Mond (Non-executive Director)

Michael Thomas Dickson Squires (Non-executive Director)



Proposed Directors

Brian Mitchell Smillie (proposed International Managing Director)

Richard Naish Tenser (proposed International Development 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):
Before Admission

Mark Ian Koch - 16.60%

Victor Simon Koch - 16.60%

WH Ireland Group plc (1) - 9.70%

David Emanuel Merton Mond - 9.14%

Eaglet Investment Trust plc - 8.74%

Andrew David Michael Johnson - 8.23%

ISIS EP LLP - 5.26%

Calculus Capital Limited - 3.89%



After Admission

Brian Mitchell Smillie - 15.62%

Eaglet Investment Trust plc - 14.90%

Richard Naish Tenser - 12.78%

Mark Ian Koch - 10.32%

Victor Simon Koch - 10.32%

WH Ireland Group plc (1) - 6.03%

David Emanuel Merton Mond - 5.68%

Andrew David Michael Johnson - 5.11%

ISIS EP LLP - 3.29%



(1) Comprising 3,000,000 Ordinary Shares owned by WH Ireland Group plc and 1,243,021 Ordinary Shares held by
staff and connected persons.


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)                  31 March

(ii)                MKM Group plc: 31 March 2007; Leisure World Pty Limited: 31 January 2007

(iii)               Interim results for the six months ending 30 September 2007 (by 31 December 2007).  Audited
results for the year ending 31 March 2008 (by 30 September 2008). Interim results for the six months ending 30
September 2008 (by 31 December 2008).


EXPECTED ADMISSION DATE:
30 August 2007


NAME AND ADDRESS OF NOMINATED ADVISER:
WH Ireland Limited

11 St. James's Square

Manchester

M2 6WH


NAME AND ADDRESS OF BROKER:
WH Ireland Limited

11 St. James's Square

Manchester

M2 6WH


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:
Copies of the admission document containing full details about the applicant and the admission of its securities
will be available free of charge to the public until at least one month after admission at the offices of:-



WH Ireland Limited

11 St. James's Square

Manchester

M2 6WH


DATE OF NOTIFICATION:
15 August 2007


NEW/ UPDATE:
UPDATE






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