TIDMITS
RNS Number : 5580X
Itsarm PLC
26 April 2023
For immediate release
26 April 2023
Itsarm plc
Corporate update
Proposed members' voluntary liquidation
Proposed cancellation of admission to trading on AIM
Notice of General Meeting
and
Publication of circular
Itsarm plc (formerly In The Style Group plc) (AIM: ITS)
("Itsarm" or the "Company" ), announces a corporate update, a
proposed members voluntary liquidation, the proposed cancellation
of admission to trading on AIM and notice of a General Meeting of
the Company.
Corporate update
-- On 7 March 2023, the Company announced the completion of its
strategic review and the agreement to sell its only operating
subsidiary, In The Style Fashion Limited, for a total cash
consideration of GBP1.2 million (the "Sale"). On 27 March 2023, the
Company completed the Sale and in doing so became a cash shell for
the purposes of Rule 15 of the AIM Rules for Companies (the "AIM
Rules"), with no operating business.
-- While the net proceeds from the Sale were approximately
GBP500,000, the Company now has no income but continues to incur
operating expenses which include the costs of having to remain an
AIM-quoted company. These costs are significant in the context of
the cash available to the Company.
-- As at 25 April 2023, the Company had cash of GBP516,000 with
current contractual liabilities of GBP231,000 primarily relating to
one-off expenses incurred for insurance and advisory fees during
April 2023.
-- The Company also has ongoing costs including directors' fees,
insurance costs, AIM listing fees, registrar fees, professional and
other advisers' fees and website hosting costs. The directors of
the Company (the "Directors" and together, the "Board") are taking
steps to renegotiate fees where possible, however the current
monthly spend is approximately GBP40,000 before any one-off
expenses including advisory costs relating to the future of the
Company.
-- Given the Company's cash position, its current contractual
liabilities, the contingent liabilities it has to consider and the
ongoing cost run-rate, the likelihood of the Company being able to
continue for a period longer than three months from the date of
this announcement before becoming insolvent is low.
Members voluntary liquidation and proposed cancellation of
admission to trading on AIM
-- As previously stated, the Company does not intend to enter
into an acquisition or acquisitions which constitutes a reverse
takeover under Rule 14 of the AIM Rules. Furthermore, no approach
has been received from any third-party presenting an option for the
Company to undertake such a transaction since becoming a cash
shell.
-- Following further consultation with the Company's advisers,
the Board has determined that it would be in the best interests of
the Company and its shareholders ("Shareholders") as a whole to put
forward a formal proposal to Shareholders for a members' voluntary
liquidation of the Company (the "MVL").
-- The Board is of the view that the MVL represents the best and
most cost-effective option to protect and realise any Shareholder
value, given that the Company's operating subsidiary has been sold
and the Company no longer has any trading business or income of any
sort. The MVL is conditional upon the approval of Shareholders in
general meeting.
-- The Directors have concluded that, on the basis that the MVL
is the best and most cost efficient way to protect and return any
Shareholder value, it is in the best interests of the Company and
its Shareholders to seek Shareholders' approval to cancel the
admission of the Company's ordinary shares of GBP0.0025 each in the
capital of the Company ("Ordinary Shares") to trading on the AIM
market of London Stock Exchange plc ("AIM") (the
"Cancellation").
-- Given the time it takes to conclude an MVL and the
significant expense the Company would incur as a quoted Company
through that time, an MVL would not likely be possible if the
Company remained admitted to trading on AIM. The cancellation of
admission to trading on AIM would preserve cash in the Company and
maximise any distribution made through a MVL.
-- In accordance with Rule 41 of the AIM Rules, the Company has
noti ed the London Stock Exchange of the proposed Cancellation.
-- Assuming the passing of the resolution to approve the
Cancellation in general meeting, it is expected that the
Cancellation will take place on or around 26 May 2023.
-- If the Company is able to be wound up on a solvent basis,
which is subject to a number of commercial matters being
satisfactorily resolved ahead of the MVL, a distribution to
Shareholders is anticipated but this is unlikely to exceed 0.2
pence per Ordinary Share. There is unlikely to be any distribution
to Shareholders if the Company is wound up on an insolvent
basis.
Publication of shareholder circular and Notice of General
Meeting
In connection with the MVL and the Cancellation, the Company
expects to publish and post later today a Shareholder circular (the
"Circular") containing, amongst other things, further details of
the MVL, the Cancellation and the Directors' recommendation to vote
in favour of the resolutions (the "Resolutions") to be proposed at
a general meeting of the Company to be held at Hudson Sandler LLP
at 25 Charterhouse Square, London EC1M 6AE at 9:30 a.m. on 12 May
2023.
The Company urges Shareholders to read the Circular once
published carefully as it contains important information in
relation to the MVL and the Cancellation. Any vote in respect of
Resolutions should be made only on the basis of the information
contained in the Circular.
The Circular will shortly be available for viewing on the
Company's website at www.itsarmplc.co.uk .
Enquiries:
Itsarm plc via Hudson Sandler
Jim Sharp, Director
Rich Monaghan, Director
Hudson Sandler +44 (0)20 7796 4133
Alex Brennan itsarmplc@hudsonsandler.com
Ben Wilson
Liberum Capital Limited (Nomad and Broker) +44 (0)20 3100 2000
Clayton Bush
Scott Mathieson
Miquela Bezuidenhoudt
Important notice
Nominated adviser
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as nominated adviser and corporate broker to
In The Style Group plc and no one else and will not be responsible
to anyone other than In The Style Group plc for providing the
protections afforded to clients of Liberum nor for providing advice
in relation to any matters referred to in this announcement.
Neither Liberum nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Liberum in connection with this
announcement, any statement contained herein or otherwise.
General
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire ordinary
shares in the capital of the Company. In particular, this
announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company.
No statement in this announcement is intended to be a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will",
"would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They
appear in a number of places throughout this announcement and
include statements regarding the directors of the current Company's
intentions, beliefs or expectations concerning, among other things,
the Company's results of operations, financial condition,
liquidity, prospects, growth, strategies, and the Company's
markets. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and
circumstances. Actual results and developments could differ
materially from those expressed or implied by the forward-looking
statements. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements in
this announcement are based on certain factors and assumptions,
including the directors of the Company's current view with respect
to future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Company's operations, results of operations, growth strategy and
liquidity. Whilst the directors of the Company consider these
assumptions to be reasonable based upon information currently
available, they may prove
to be incorrect. Save as required by applicable law, the AIM
Rules or the Disclosure Guidance and Transparency Rules of the
Financial Conduct Authority, the Company undertakes no obligation
to release publicly the results of any revisions to any
forward-looking statements in this announcement that may occur due
to any change in the directors of the Company's expectations or to
reflect events or circumstances after the date of this
announcement.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
All references to time in this announcement are to London time,
unless otherwise stated.
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END
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