Tex Holdings PLC Delisting Announcement (9614Y)
15 September 2020 - 4:00PM
UK Regulatory
TIDMTXH
RNS Number : 9614Y
Tex Holdings PLC
15 September 2020
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REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
15 September 2020
TEX HOLDINGS PLC
("Company")
Delisting
Tex Holdings plc (LSE:TXH) announces today that it has applied
to the FCA to effect a cancella ti on of the lis ti ng of its
ordinary shares on the standard segment of the Official List and to
trading on the London Stock Exchange's Main Market ("Delis ti ng "
or "Cancella ti on "). It is an ti cipated that the effec ti ve
date of the Cancella ti on will be on or around 13(th) October
2020.
Background to and reasons for the Delisting
The Company has for some time been evaluating the benefit of
maintaining the listing of its ordinary shares of GBP0.10 each
("Shares") on the standard lis ti ng segment of the Official List
("Standard Segment").
On 29 April 2019 the Company's listing was suspended as it was
unable to supply audited accounts for the year ended 31 December
2018 within the four months required by the Listing Rules. Since
that time the board of directors of the Company ("Board") has been
working with the FCA towards restoring the listing of the Shares on
the Standard Segment.
As set out in the Chairman's statement of 27 July 2020 the Board
has concluded it requires additional working capital and has
approached its major shareholder for further funding. The Board is
currently working with the Company's major shareholder on possible
refinancing proposals, which will require the issuance of shares by
the Company, to enable the Company to move to a posi ti on of
financial stability.
The Board has given careful considera ti on to the best way to
raise capital and provide financial stability to the business and
finds that the con ti nued lis ti ng of the Shares incurs
significant cost while presen ti ng an obstacle to poten ti al
sources of funding.
Based on extensive and careful considera ti on, including consul
ti ng with the Company's legal and financial advisers, the Board
has concluded that it is in the best interest of all stakeholders
(including but not limited to the shareholders) to proceed with the
Delis ti ng for the following reasons:
Reducing costs to protect cash
The cost of maintaining the systems, procedures, staff and
advisers to comply with listed company requirements is not the op
ti mal use of the Company's financial resources. The Board believe
that cash can be more usefully u ti lised in business facing ac ti
vi ti es aimed at genera ti ng income and providing more cash
headroom.
Maximising the poten ti al to raise funding in the immediate
term
The Company is restricted from issuing equity that would result
in it issuing more than 20% of its current Shares in issue in any
12-month period - without a prospectus being prepared. This
restricts the amount that can be raised at the current share price
to less than GBP0.93 million without a prospectus or would require
the Company to incur significant legal cost associated with the
prepara ti on of such a document, without the certainty of raising
funds from such effort. The Board does not believe that preparing a
prospectus would be a sensible use of Company resources at this ti
me, given other compe ti ng demands on the funds and capabili ti es
of the business.
Effect of the Delisting
Following the Delis ti ng, the Shares will no longer be traded
on a regulated market. As a result, a holder of Shares will not be
able to trade its Shares on the LSE and, consequently, the
opportunity for holders of Shares to sell their interest in the
Company will be limited and there will be no public valua ti on of
Shares. Following Cancella ti on, holders of Shares will con ti nue
to be en ti tled to transfer such Shares in accordance with the
requirements of the Ar ti cles and English law.
The Shares will con ti nue to be se tt led through CREST, or
shareholders can request they be converted into cer ti ficated
form. The Board is making arrangements to allow for Shareholders
who wish to buy and sell Shares following the Cancellation to be
able to trade through a matched bargain facility provided by a
third party provider. The Board intends to write to Shareholders
setting out details of the matching facility once the Delisting
becomes effective.
Following the Delis ti ng, the Company will no longer be subject
to the regulatory and statutory regime which applies to English
companies admi tt ed to the standard segment of the Official List
and traded on the Main Market. As a result, holders of Shares will
no longer be afforded the protec ti on given by the Lis ti ng Rules
and the Disclosure Guidance and Transparency Rules and the Company
will no longer be subject to the Market Abuse Regula ti on.
The City Code on Takeovers and Mergers will con ti nue to apply
to the Company and its shareholders following the Delis ti ng.
Further announcements will be made in due course as
appropriate.
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