REG - 4GLOBAL PLC - Proposed Cancellation

4GlobalAnnouncement

04/06/2025 07:00

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RNS Number : 2619L  4GLOBAL PLC  04 June 2025

 

4GLOBAL plc

 

("4GLOBAL", the "Company", or together with its subsidiary undertakings, the
"Group")

 

Proposed cancellation of admission of Ordinary Shares to trading on AIM

 

Re-registration as a Private Limited Company

 

Amendment to the Articles of Association

 

and

 

Notice of General Meeting

 

4GLOBAL (AIM: 4GBL), a provider of data and technology for sports, fitness and
wellness organisations to optimise operational and investment decisions,
announces that it intends to seek shareholder approval for the cancellation of
the admission of its Ordinary Shares to trading on AIM with effect from 7:00
a.m. on 7 July 2025 and the re-registration of the Company as a Private
Limited company.

 

The Directors believe that it is in the best interests of the Company and its
Shareholders for the proposed cancellation of admission of the Ordinary Shares
to trading on AIM (the "Cancellation") to be approved and will seek
Shareholders' approval for the Authorising Resolution at the General Meeting.
The Company is also seeking Shareholders' approval at the General Meeting for
the amendment of the Current Articles.

 

A circular ("Circular") that provides Shareholders with the background to and
the reasons for the proposed Cancellation, explains the consequences of the
Cancellation, and sets out why the Directors unanimously consider the
Cancellation to be in the best interest of the Company and its Shareholders as
a whole, together with a notice convening a General Meeting, will be posted to
shareholders today and will also be made available on the Company's website at
www.4global.com (http://www.4global.com) .

 

The General Meeting will be held at 10.00 a.m. on 25 June 2025 at the
Company's offices, 5th Floor, Building 7, Chiswick Business Park, 566 Chiswick
High Road, London, W4 5YA.

 

EXTRACTS FROM THE CIRCULAR

 

Background to the Cancellation

 

The Group has reviewed its near and medium-term growth plans to take advantage
of existing markets and, more importantly, the North American market to
continue to build market share and scale the Company.

 

The Company has been exploring funding options but attempts to raise
sufficient additional equity capital have not been realised. The Board
therefore is exploring its strategic options to explore the optimum route to
raising growth capital from other available sources.

 

The Directors believe that the Proposals are in the best interests of the
Company and its Shareholders as a whole. In reaching this conclusion the Board
has considered the following key factors:

 

·    Costs and regulatory burden: The considerable cost of approximately
£0.5 million associated with maintaining the admission of the Ordinary Shares
to trading on AIM (such as nominated adviser and broker fees, London Stock
Exchange fees and the costs associated with being a quoted company in having
perceived higher level of corporate governance and audit scope and financial
PR advisers and an enlarged Board of Directors) are, in the Board's opinion,
disproportionately high, compared with the benefits. The Directors believe the
time and cost savings expected from the Proposals could be better utilised,
for the benefit of the Company, by providing an extended cash runway to
capitalise on growth opportunities that the Group's business model wishes to
take advantage of, including its expansion into other markets.

 

·    Access to capital: The Directors have discussed the potential of
raising further equity funds. However, this has been advised as difficult in
the current market and the costs associated with such a raise would not be
economical.  In addition, the Group is utilising its overdraft facilities and
has a term loan maturing in August and September of this year which will need
refinancing. The cost savings identified with the Cancellation will assist the
Group in funding future working capital. Therefore, the Directors have
concluded that there is no route to source sufficient additional funds the
Group requires while the Company remains on the market.

 

The Group believes that post-Cancellation it will more easily be able to
access additional funding and the Group believes that this, in conjunction
with the reduced cost burden of being publicly listed, will support
medium-term growth plans.

 

·    Limited free float and lack of liquidity: The Directors believe the
current levels of liquidity in trading of the Ordinary Shares on AIM do not
offer investors the opportunity to trade in meaningful volumes, or with
frequency, within an active market. In conjunction with the volatile trading
environment highlighted in the point above, this has negatively affected the
share price of the Company and therefore its market capitalisation, which the
Directors do not believe accurately reflects potential or underlying prospects
of the business.

 

Therefore, following careful consideration, the Board believes that it is in
the best interests of the Company and Shareholders to seek the proposed
Cancellation at the earliest opportunity in line with AIM Rule 41.

 

Process for Cancellation

 

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Shareholders should take independent advice about retaining
their interests in Ordinary Shares prior to the Cancellation becoming
effective.

 

However, should the Cancellation become effective, the Company intends to
implement a Matched Bargain Facility with a third party which would help
facilitate Shareholders buying and selling Ordinary Shares on a matched
bargain basis following the Cancellation.

 

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by Shareholders holding not less than 75 per cent. of votes cast by
Shareholders at the General Meeting. Accordingly, the Notice of General
Meeting set out in the Circular contains a special resolution to approve the
Cancellation. Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of its shares to
trading on AIM to notify shareholders and to separately inform the London
Stock Exchange of its preferred cancellation date at least 20 clear Business
Days prior to such date. Additionally, the Cancellation will not take effect
until at least five clear Business Days have passed following the passing of
the Cancellation Resolution. If the Cancellation Resolution is passed at the
General Meeting, it is proposed that the last day of trading in the Ordinary
Shares on AIM will be 4 July 2025 and that the Cancellation will take effect
at 7:00 a.m. on 7 July 2025.

 

If the Cancellation becomes effective, SPARK will cease to be the nominated
adviser of the Company pursuant to the AIM Rules and the Company will no
longer be required to comply with the AIM Rules. However, the Company will
remain subject to the Takeover Code for a period of two years after the
Cancellation, details of which are set out below.

 

The principal effects of the Cancellation will include the following:

 

·    there will be no formal market mechanism enabling Shareholders to
trade Ordinary Shares (other than a limited off-market mechanism provided by
the Matched Bargain Facility);

 

·    it is possible that, following the announcement of the intention to
propose the Cancellation, the liquidity and marketability of the Ordinary
Shares may be significantly reduced);

 

·    the Ordinary Shares may be more difficult to sell compared to shares
of companies traded on AIM (or any other recognised market or trading
exchange);

 

·    in the absence of a formal market and quoted price it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

 

·    the regulatory and financial reporting regime applicable to companies
whose shares are admitted to trading on AIM will no longer apply albeit the
Company will remain subject to the Takeover Code for a period of two years
after the Cancellation (see below for more details);

 

·    Shareholders will no longer be afforded the protections given by the
AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seeks
Shareholders' approval for certain corporate actions, where applicable,
including, reverse takeovers, and fundamental changes in the Company's
business, such as certain acquisitions and disposals;

 

·    the levels of disclosure and corporate governance within the Company
may not be as stringent as for a company quoted on AIM;

 

·    the Company will no longer be subject to UK MAR regulating inside
information and other matters;

 

·    the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;

 

·    SPARK and Canaccord Genuity will cease to be nominated adviser and
broker respectively to the Company;

 

·    whilst the Company's CREST facility will remain in place immediately
following the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain transferable, they
may cease to be transferable through CREST (in which case, Shareholders who
hold Ordinary Shares in CREST will receive share certificates);

 

·    stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and

 

·    the Cancellation and Re-registration may have personal taxation
consequences for Shareholders. Shareholders who are in any doubt about their
tax position should consult their own professional independent tax adviser.

 

The above considerations are not exhaustive. Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.

 

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England and Wales in accordance with, and subject
to, the Companies Act, notwithstanding the Cancellation.

 

Process for the Re-registration

 

Following the Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more flexible
requirements and lower costs associated with private limited company status.
It is therefore proposed to reregister the Company as a private limited
company in accordance with the Companies Act. In connection with the
Re-registration, it is proposed that the Amended Articles be adopted to
reflect the change in the status of the Company to a private limited company.
The principal effects of the Re-registration and amendment to the Current
Articles on the rights and obligations of Shareholders and the Company are
summarised in Part VI of the Circular. A copy of the Amended Articles
accompanies the Circular and can be found at https://www.
(https://www.4global.com) 4global.com (https://www.4global.com) .

 

Under the Companies Act and the Current Articles, the Registration and the
amendment of the Current Articles must be approved by Shareholders holding not
less than 75 per cent. of votes cast by Shareholders at the General Meeting.
Accordingly, the Notice of General Meeting set out at Part II of the Circular
contains a special resolution to approve the Re-registration and adopt the
Amended Articles.

 

If the Cancellation Resolution and the Re-registration Resolution are approved
at the General Meeting, an application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company
once the Cancellation has occurred. Reregistration will take effect when the
Registrar of Companies issues a certificate of incorporation on
Reregistration. The Registrar of Companies will issue the certificate of
incorporation on Reregistration when it is satisfied that no valid application
can be made to cancel the Re-registration Resolution or such that any such
application to cancel the Re-registration Resolution has been determined and
confirmed by the court.

 

If the Resolutions are passed at the General Meeting, it is anticipated that
the Re-registration will become effective during the week commencing 21 July
2025.

 

The Takeover Code

 

The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
AIM, which is a UK regulated market.

 

The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the previous two years.

 

Accordingly, if the Cancellation is approved by Shareholders at the General
Meeting and becomes effective the Takeover Code will continue to apply to the
Company for a period of two years after the Cancellation, following which the
Takeover Code will cease to apply to the Company.

 

While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:

 

·    a person acquires an interest in shares which, when taken together
with the shares in which persons acting in concert with it are interested,
increases the percentage of shares carrying voting rights in which it is
interested to 30% or more; or

 

·    a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.

 

Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation) are set out
in Part III of the Circular.

 

Shareholders Access to Information following Cancellation

 

The Company currently intends that it will continue to provide certain
facilities and services to Shareholders that they currently enjoy as
shareholders of a company whose shares are admitted to trading on AIM. In
particular the Company will:

 

·    continue to communicate selected information about the Company to its
Shareholders; and

 

·    continue, to post updates (where deemed necessary or appropriate) on
the Company's website from time to time, although Shareholders should,
however, be aware that there will be no obligation on the Company to include
all of the information required under AIM Rule 26 or to update its website as
required by the AIM Rules.

 

Transactions in Ordinary Shares prior to and post the proposed Cancellation

 

Prior to the Cancellation

 

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the Cancellation.

 

Following the Cancellation

 

The Company is making arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Cancellation Resolution is passed. The Matched
Bargain Facility will be provided by JP Jenkins. JP Jenkins (a trading name of
InfinitX Limited and an appointed representative of Prosper Capital LLP, which
is authorised and regulated by the FCA) has been appointed to facilitate
trading in the Ordinary Shares.

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective, and the Company puts in
place the  Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at https://www.cmogroup.com/
(https://www.cmogroup.com/) .

 

The Matched Bargain Facility will operate for a minimum of 12 months after the
Cancellation. The Directors' current intention is that it will continue beyond
that time. However, Shareholders should note that there can be no guarantee
that the Matched Bargain Facility will operate beyond 12 months after the
Cancellation and that it could be withdrawn, consequently inhibiting the
ability to trade the Ordinary Shares. Further details will be communicated to
the Shareholders at the relevant time.

 

There can be no guarantee as to the level of the liquidity or marketability of
the Ordinary Shares under the Matched Bargain Facility, or the level of
difficultly for Shareholders seeking to realise their investment under the
Matched Bargain Facility.

 

Before giving your consent to the Cancellation, you may want to take
independent professional advice from an appropriate independent financial
adviser.

 

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in the Ordinary Shares on AIM will be 4 July2025 and that the
effective date of the Cancellation will be 7 July 2025.

 

Current Trading

 

As previously stated by the Group in its trading updates issued to the market,
trading has been volatile with macro economic factors affecting the timing of
contracts., The Group expects to report revenues for the year ended 31 March
2025 of £4.5million and an adjusted EBITDA of £0.5 million this is based on
the Group's unaudited management accounts and is subject to audit. This
performance is in part due to a number of contracts that were hoped to have
been signed before the year end which would have allowed recognition of
certain revenues in the reported numbers. We announced, on 3 April 2025 the
renewal of the Sport England contract and on 10 April 2025 a contract win with
UK Sport, both of which will now have revenues falling within this and future
financial years. Booked revenue for the current financial year is £3.1m which
compares to £2.5m (+24% against the same period last year) and we currently
have a strong pipeline with £2.2m of opportunities to be closed in Q1 of this
financial year. There is strong demand within North American and European
markets. We have also agreed in principle a 2-year extension to the £500k
loan facility.

 

The Board

 

Upon the Cancellation Steve Clarke, Eric Haller and Ian James will step down
from the Board.

 

General Meeting

 

Under the AIM Rules, it is a requirement that the Cancellation must be
approved by not less than 75 per cent. of votes cast by Shareholders at a
General Meeting of the Company. Accordingly, the Notice of General Meeting set
out in Part II of the Circular contains a special resolution to approve the
Cancellation.

 

Action to be taken

 

Before deciding what action to take in respect of the Resolutions, you are
advised to read the whole of the Circular. If you are in any doubt as to the
action you should take, you should immediately seek your own personal
financial advice from an appropriately qualified independent professional
adviser.

 

Form of Proxy for use at the General Meeting.

 

The Company encourages all Shareholders to either submit their Form of Proxy,
use the CREST Proxy Voting Service. The completion and return of the Form of
Proxy will not preclude the Shareholders from attending the General Meeting
and voting in person should they so wish. Completed Forms of Proxy should be
returned to Neville Registrars Limited, Neville House, Steelpark Rd,
Halesowen, B62 8HD, as soon as possible and, in any event, by not later than
10.00 BST on 23 June 2025.

 

Recommendation

 

For the reasons noted above, the Directors consider the Authorising Resolution
to be put to the General Meeting is in the best interests of the Company and,
therefore, unanimously recommend that Shareholders vote in favour, as they
intend to do in respect of the Ordinary Shares they are directly or indirectly
interested in, which amount to, in aggregate, 13,761,795 Ordinary Shares,
representing 52.2per cent. of the current issued share capital of the Company
at the date of this announcement.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Announcement of proposed Cancellation pursuant to Rule 41                     4 June 2025
 Publication of the Circular                                                   4 June2025
 Latest time and date for receipt of Forms of Proxy in respect of the General  10.00 A.M on 23 June 2025
 Meeting
 General Meeting                                                               10.00 A.M. on 25 June 2025
 Expected last day of dealings in Ordinary Shares on AIM                       10.00 A.M on 4 July2025
 Expected time and date of Cancellation                                        07.00 A.M on7 July2025
 Commencement of Trading on Secondary Market                                   8 July 2025
 Re-registration as a private company                                          Expected 28 July 2025

Notes:

 

(a) Unless otherwise specified, references to time are to London time (BST).

(b) The times and dates above are indicative only and subject to change. If
there is any change, revised times and/or dates will be notified to
Shareholders by means of an announcement through a Regulatory Information
Service.

Contacts

 

   4GLOBAL                                       via Alma
   Eloy Mazon (CEO)
   Stuart Wooller (Group Finance Director)

   Spark Advisory Partners (Nominated Adviser)   +44 (0)20 3368 3554
   Neil Baldwin

   Canaccord Genuity (Broker)                    +44 (0)20 7523 8000
   Bobbie Hilliam

   Alma Strategic Communications                 +44 (0)20 3405 0205
   Rebecca Sanders-Hewett                        4global@almastrategic.com (mailto:4global@almastrategic.com)
   David Ison
   Louisa El-Ahwal
   Josh Royston
   Will Ellis Hancock

 

About 4GLOBAL

 

4GLOBAL empowers sports, fitness and wellness organisations to make faster,
smarter decisions about their operations, customers and investments through
data and actionable insights.

 

It operates the largest sport participation and facility database in the
world, with more than 4 billion data points.

 

Sourcing data from health & fitness operators, community programmes and
other structured activities through its DataHub while drawing on information
from GPS location updates and wearable devices, 4GLOBAL's unique combination
of data assets provides a holistic view of physical activity patterns.

 

4GLOBAL is at the forefront of predictive modelling and advanced analytics,
with the insights it generates empowering customers to drive efficiencies,
improve customer relationships and make more informed strategic decisions.

 

Its customers span both the public and private sectors, including central and
local governments, cities, sporting bodies, trade associations, health &
fitness operators and sports clubs.

 

Key markets include North America, the Middle East and Europe. Its
headquarters are in London with offices in Miami and Istanbul.

4GLOBAL was founded in 2002 and listed on AIM in 2021 under the ticker 4GBL.

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the
context requires otherwise:

 

 

 

 "AIM"                                         the AIM Market operated by the London Stock Exchange plc

 "AIM Rules"                                   together, the AIM Rules for Companies, the AIM Rules for Nominated Advisers
                                               and the AIM Disciplinary Procedures and Appeals Handbook as published from
                                               time to time

 "Assets"                                      substantially all of the Business assets and entities owned directly or
                                               indirectly by the Company means

 "Authorising Resolution"                      Resolution 1 to be proposed at the General Meeting

 "Broker"                                      Canaccord Genuity Limited, 88 Wood Street, London, EC2V 7QR

 "Business"                                    the business of operating

 "Business Day"                                a day (other than a Saturday, Sunday or public holiday) on which banks are
                                               open in London, England for a full range of business

 "Cancellation"                                means the proposed cancellation of admission of the Ordinary Shares to trading
                                               on AIM, subject to the passing of the Authorising Resolution and in accordance
                                               with the requirements of Rule 41 of the AIM Rules

 "Company" or "4Global"                        4Global PLC, a company incorporated and registered in England, with registered
                                               number 13523846

 "CREST"                                       the computerised settlement system (as defined in the CREST Regulations),
                                               operated by Euroclear, which facilitates the transfer of title to shares in
                                               uncertificated form

 "CREST Regulations"                           the relevant system (as defined in the CREST Regulations) for the paperless
                                               settlement of trades and the holding of uncertificated securities, operated by
                                               Euroclear, in accordance with the same regulations

 "Directors" or the "Board"                    the directors of the Company

 "Circular"                                    the circular containing details of proposed Cancellation

 "Euroclear"                                   Euroclear UK & International Limited, a company incorporated in England
                                               and Wales and the operator of CREST

 "Form of Proxy"                               the form of proxy for use by the Shareholders in connection with the General
                                               Meeting

 "General Meeting"                             the general meeting of Shareholders to be held at 10.00 A.M. BST on 25 June
                                               2025 notice of which is set out at Part II of the Circular, or any adjournment
                                               of that meeting the Company and its subsidiary undertakings at the date of the
                                               Circular

 "Group"                                       the Company and its subsidiary undertakings at the date of the Circular

 "Issued Share Capital"                        the issued share capital of the Company on 2 June 2025, being the last
                                               Business Day prior to the publication of the Circular, being 26,344,994
                                               Ordinary Shares

 "Market Abuse Regulation"                     the Market Abuse Regulation (Regulation S96 /2014)

 "Nominated Adviser"                           SPARK, the Company's nominated adviser in accordance with the AIM Rules

 "Notice"                                      the notice of the General Meeting set out in Part II of the Circular

 "Ordinary Shares" or "Shares"                 the ordinary shares of the Company

 "Regulatory News Service" or "RNS"            a regulatory information service as defined by the AIM Rules

 "Shareholders"                                holders of Ordinary Shares in the Company

 "Share Registrar"                             Neville Registrars Limited, Neville House, Steelpark Rd, Halesowen B62 8HD

 "SPARK"                                       SPARK Advisory Partners Limited, the Company's Nominated Adviser as at the
                                               date of the Circular

 "uncertificated" or "in uncertificated form"  recorded on the register of Ordinary Shares as being held in uncertificated
                                               form in CREST, entitlement to which, by virtue of the CREST Regulations, may
                                               be transferred by means of CREST

 

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