Zamano PLC Update on Cash Return and Suspension of Trading (7565G)
06 March 2018 - 6:00PM
UK Regulatory
TIDMZMNO
RNS Number : 7565G
Zamano PLC
06 March 2018
zamano plc
("zamano" or the "Company")
Update Regarding Return of Cash and Suspension of Trading on AIM
and ESM
In its interim results announcement on 27 September 2017, the
board of zamano confirmed that it had commenced the process
required for the Company to be in a position to commence returning
cash to shareholders and that such process was expected to take up
to six months. That Board also announced that, whilst that process
is ongoing, it would continue to examine possible investment
opportunities provided that any material or significant investment
opportunity will be conditional on Shareholder approval in due
course. Both of these processes are ongoing as outlined below and
the Board expects to be in a position to provide a detailed
timetable for the return of cash to shareholders by 29 March
2018.
Update Regarding Return of Cash
Since 27 September 2017, the Board, in conjunction with the
Company's legal, accounting and other advisers has continued the
process of preparing the Company to be in a position to return the
largest possible amount of cash to shareholders and to minimise the
amount of cash, if any, that would be required to be retained to
meet any unknown liabilities that could arise on a liquidation of
the group.
Whilst this process has been ongoing the Board has also received
a number of proposals regarding possible investment opportunities
that would involve a retention of the Company's listing. The Board
did not consider the majority of such approaches to be in the best
interest of Shareholders; however, discussions are ongoing
regarding certain proposals. These discussions remain at a
relatively early stage and, as such, the Board is not yet in a
position to determine if any of these proposals would be in the
best interest of Shareholders and there is therefore no certainty
that any transaction will be agreed.
In addition, as part of its ongoing discussions the Board has
stipulated that any such transaction would need to be conditional
upon the Company's shareholders being offered an opportunity to
elect to receive a return of cash equivalent to the amount that
would be returned in the event that the Company did not pursue the
transaction.
Cash Position
In the circular to shareholders dated 13 August 2017 it was
stated that zamano's net cash position after disposing of the
Premium Rate SMS business would be approximately EUR5,582,000 which
would be used in part to discharge the Company's existing Plc
liabilities and transaction costs related to the disposal of
approximately EUR282,000 resulting in retained cash following the
disposal of approximately EUR5,300,000. Actual expenses relating to
the disposal and the discharge of the plc's existing liabilities
were approximately EUR350,000 and the Company had cash balances of
approximately EUR5,232,000 at 30 September 2017. Since completion
of the disposal the Board is continuing to operate the Company so
as to ensure the lowest possible cash reduction whilst the return
of cash is effected for Shareholders. The Company currently has
ongoing operating costs of approximately EUR300,000 per annum
relating to listing fees (including AIM Nomad and ESM Adviser
fees), rent (until September 2018), directors fees, audit and other
advisory fees (including certain legal costs); and the Company had
cash balances of approximately EUR5,050,000 as at 31 January
2018.
Suspension of Trading on AIM and ESM
As previously announced, since completion of the disposal on 8
September 2017, the Company is classified as an AIM Rule 15 cash
shell company under the AIM Rules and an investing company under
the ESM Rules. The Company's investing policy, approved by
Shareholders at the EGM on 30 August 2017, is to seek to invest in
and or acquire companies with either strong existing profitability
or significant growth potential, in, inter alia, manufacturing,
service activities, or extractive industries/exploration; focusing
on the UK and Ireland and the opportunity to work alongside a
strong management team to maximise returns.
Since the Company will not have completed a reverse takeover
transaction within a period of six months following completion of
the disposal, the Company's shares will be suspended on both the
AIM market of the London Stock Exchange and the ESM market of the
Irish Stock Exchange. The suspension will take effect from 7.30am
on 9 March 2018 and will continue until the Company publishes an
admission document in relation to any such transaction. In the
event that the Company's shares remain suspended from trading on
AIM and the ESM for a period of six months, the admission of the
Company's securities to trading on AIM and ESM will be
cancelled.
2017 Preliminary Results
The Company expects to announce its preliminary results for the
year ended 31 December 2017 by no later than 29 March 2018. At the
same time as these results are announced the Board expects to be in
a position to confirm a definitive timetable to Shareholders for a
return of cash along with an update on the status of discussions
regarding the potential transaction proposals.
zamano plc
Colin Tucker, Interim Tel: + 353 1 488
Chairman 5820
Investec Corporate Finance
Shane Lawlor Tel: + 353 1 421
0000
Cenkos Securities
Derrick Lee/Neil Tel: + 44 (0) 131
McDonald 220 6939
MCOMM Communications Consultants
Richard Moore Tel: +353 1 661
3788
Mob: +353 87 241
4751
This information is provided by RNS
The company news service from the London Stock Exchange
END
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