REG - ADVFN PLC - Proposed cancellation of admission to AIM

ADVFNAnnouncement

27/03/2025 07:15

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RNS Number : 3961C  ADVFN PLC  27 March 2025

 
27 March 2025
For immediate release
ADVFN PLC

("ADVFN" or the "Group")

Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM

Reregistration as a Private Limited Company

Amendment to the Articles of Association

and

Notice of General Meeting

Introduction

 

The Board of ADVFN today announces that the Directors have, after careful
consideration, concluded that, for the reasons set out in the letter from the
Chief Executive Officer which has been reproduced in full in Appendix I of
this announcement, it is in the best interests of the Company and its
Shareholders to seek Shareholder approval for the cancellation of admission of
the Ordinary Shares to trading on AIM and for the Company to be reregistered
as a private limited company (the "Proposals"). In accordance with Rule 41 of
the AIM Rules, the Company is notifying the London Stock Exchange of the
proposed effective date of the Cancellation if the Resolutions are passed at
the General Meeting.

 

A circular ("Circular") will be sent to Shareholders today, setting out the
background to and reasons for the Proposals. The Company is seeking
Shareholder approval for the Cancellation and Reregistration at the General
Meeting, which has been convened for 10 a.m. on 25 April 2025 at the offices
of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way,
London, E1W 1AA. The Company is also seeking Shareholder approval at the
General Meeting for the amendment of the Current Articles.

 

A copy of the Circular and the Amended Articles will be made available later
today on the Company's website at www.advfnplc.com (http://www.advfnplc.com)

 

If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00am on 6 May
2025. Pursuant to Rule 41 of the AIM Rules, the Cancellation Resolution is
conditional on the approval of Shareholders holding not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting, notice of which is set out at Part VII of the Circular.

 

Reasons for Cancellation, Reregistration and adoption of Amended Articles

 

As described in detail in the letter from the Chief Executive Officer set out
in Part IV of the Circular, and reproduced without amendment in Appendix I of
this announcement, the Board has carefully reviewed and considered the
benefits and drawbacks of remaining an AIM-quoted company.

 

As a result of this review, and following careful consideration, the Board
believes the disadvantages associated with maintaining the admission of the
Ordinary Shares to trading to be disproportionately high when compared to the
perceived benefits of being quoted on AIM and has unanimously concluded that
the proposed Cancellation and Reregistration are in the best interests of the
Company and its Shareholders as a whole.

 

Dealings of Ordinary Share prior to and following the Cancellation

 

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the date of Cancellation. If Shareholders wish
to buy or sell Ordinary Shares on AIM they must do so prior to the
Cancellation becoming effective.

 

The Company is seeking to make 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 Resolutions are passed. The Matched
Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed
representative of Prosper Capital LLP, which is authorised and regulated by
the FCA.

 

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares would 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 trade. Shareholdings remain in CREST
and can be traded during normal business hours through 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 website at https://www.advfnplc.com/
(https://www.advfnplc.com/) .

 

It is intended that the Matched Bargain Facility will operate for a minimum of
6 months after the Cancellation. The Directors' current intention is that it
will continue beyond that time, but Shareholders should note that there
remains a risk that the Matched Bargain Facility may not have been put in
place at the time of Cancellation, or if it is, it may not remain in place for
an extended period of time and therefore inhibit the ability to trade the
Ordinary Shares. Further details will be communicated to Shareholders at the
relevant time.

 

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

 

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. The Board is making no
recommendation as to whether or not Shareholders should buy or sell Ordinary
Shares. 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 2 May 2025 and that the effective time and date of the Cancellation will be
7.00 a.m. on 6 May 2025.

 

Expected timetable of principal events

 

All references to time in this document are to London time unless otherwise
stated. The dates and times given below are based on the current expectations
and may be subject to change. Events listed in the below timetable following
the General Meeting are conditional on the Resolutions being passed at the
General Meeting without amendment.

If any of the below times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by an announcement through a
Regulatory Information Service.

 Event                                                     2025
 Announcement of proposed Cancellation and Reregistration  27 March
 Publication and posting of the Circular                   27 March
 Latest time and date for receipt of Proxy Form            10.00 a.m. on23 April
 General Meeting                                           10.00 a.m.  on 25 April
 Announcement of result of General Meeting                 25 April
 Last day of dealings in Ordinary Shares on AIM            2 May
 Expected time and date of the Cancellation                7.00 a.m. on 6 May
 Matched Bargain Facility for Ordinary Shares commences    6 May
 Expected date of Reregistration                           Week commencing 26 May

 

Appendices

The above summary should be read in conjunction with the full text of this
announcement and the Circular, extracts from which are set out in the
Appendices below.  Please refer to Appendix I to this announcement which sets
out further details of the Proposals, as extracted from the Circular.

Unless otherwise stated, capitalised terms in this announcement have the
meanings ascribed to them in Appendix II to this announcement and in the
Circular.  References to 'this Document' refer to the Circular.

A copy of this announcement is available on the Company's website,
www.advfnplc.com (http://www.advfnplc.com) .

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018. The person who arranged for the release
of this announcement on behalf of the Company was Amit Tauman, Director.

 

For further information please contact:

 ADVFN plc                                      +44 (0) 203 8794 460

 Amit Tauman (CEO)
 Beaumont Cornish Limited (Nominated Adviser)   +44 (0) 207 628 3396

 Michael Cornish

 Roland Cornish
 Peterhouse Capital Limited (Broker)              +44 (0) 207 469 0930

 Duncan Vasey

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

 

APPENDIX I

 

EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

 

"PART III

 

LETTER FROM THE NON-EXECUTIVE CHAIR

1.         Introduction

The Company announced on 27 March 2025 that the Directors have, after careful
consideration, concluded that, for the reasons set out in the letter from the
Chief Executive Officer set out in Part IV of this document, it is in the best
interests of the Company and its Shareholders to seek Shareholder approval for
the cancellation of admission of the Ordinary Shares to trading on AIM and for
the Company to be reregistered as a private limited company. In accordance
with Rule 41 of the AIM Rules, the Company has notified the London Stock
Exchange of the proposed effective date of the Cancellation if the Resolutions
are passed at the General Meeting.

The Company is seeking Shareholder approval for the Cancellation and
Reregistration at the General Meeting, which has been convened for 10 a.m. on
25 April 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge
House, St Katharine's Way, London, E1W 1AA. The Company is also seeking
Shareholder approval at the General Meeting for the amendment of the Current
Articles.

If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7.00 a.m. on 6 May
2025. Pursuant to Rule 41 of the AIM Rules, the Cancellation Resolution is
conditional on the approval of Shareholders holding not less than 75 per cent.
of the votes cast by Shareholders (whether present in person or by proxy) at
the General Meeting, notice of which is set out at Part VII of this document.

The purpose of this document is to seek Shareholder approval for the
Resolutions, to provide information on the background and reasons for the
proposed Cancellation, Reregistration and associated adoption of the Amended
Articles, to explain the consequences of the Resolutions and provide reasons
why the Directors unanimously consider the Resolutions to be in the best
interests of the Company and its Shareholders as a whole and are recommending
that Shareholders vote in favour of the Resolutions.

The Notice of General Meeting is set out at Part VII of this document.

2.         Reasons for Cancellation, Reregistration and adoption of
Amended Articles

As described in detail in the letter from the Chief Executive Officer set out
in Part IV of this document, the Board has carefully reviewed and considered
the benefits and drawbacks of remaining an AIM-quoted company.

As a result of this review, and following careful consideration, the Board
believes the disadvantages associated with maintaining the admission of the
Ordinary Shares to trading to be disproportionately high when compared to the
perceived benefits of being quoted on AIM and has unanimously concluded that
the proposed Cancellation and Reregistration are in the best interests of the
Company and its Shareholders as a whole.

3.         Process for and principal effect of the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares if the Cancellation is approved and becomes effective.
Such Shareholders may consider selling their interests in the market 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 facilitate Shareholders buying and selling Ordinary
Shares on a matched bargain basis following Cancellation.

Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation
Resolution must be approved by not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the General Meeting.
The Company is also required to give the London Stock Exchange at least 20
clear Business Days' notice of the Cancellation. In addition, the Cancellation
will not take effect until at least 5 clear Business Days have passed
following the approval 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 2 May 2025 and that the
Cancellation will take effect at 7.00 a.m. on 6 May 2025.

If the Cancellation becomes effective, Beaumont Cornish Limited will cease to
be the nominated adviser of the Company and the Company will no longer be
required to comply with the AIM Rules. However, the Company will remain
subject to the Takeover Code, details of which are set out in Part V of this
document.

The principal effects that the Cancellation would have on Shareholders are as
follows:

●         as a private company, there will be no formal market mechanism
enabling Shareholders to trade Ordinary Shares (other than any limited
off-market mechanism provided by the Matched Bargain Facility), and no price
will be publicly quoted for the Ordinary Shares;

●        it is possible that, following the publication of this
document, the liquidity and marketability of the Ordinary Shares may be
significantly reduced and the current secondary market value of them may be
adversely affected as a consequence;

●       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, and there is no guarantee that Shareholders
will be able to realise their investment in the Company following the
Cancellation, compared to shares of companies admitted to trading on AIM (or
any other recognised market or trading exchange);

●          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 the period,
and on the basis, outlined in paragraph 6 of this Part III below;

●         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 seek
Shareholder approval for certain corporate actions, where applicable,
including reverse takeovers and fundamental changes in the business of the
Company, including 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;

●        Beaumont Cornish Limited will cease to be the nominated adviser
of the Company and the Company will no longer have a nominated adviser or a
broker after the Cancellation;

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

●         stamp duty may 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 Reregistration may have personal taxation
consequences for Shareholders and those who are in any doubt about their tax
position should consult with their own professional independent tax adviser.

For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in accordance with, and subject to, the Companies Act,
notwithstanding the Cancellation, Reregistration and associated adoption of
the Amended Articles.

The Resolutions to be proposed at the General Meeting include the amendment of
the Current Articles, with effect from the Reregistration. A copy of the
Amended Articles accompanies this document and can be viewed at
https://www.advfnplc.com/ (https://www.advfnplc.com/) , and a summary of the
principal differences between the Current Articles and the proposed Amended
Articles is included in Part VI of this document.

The above considerations are not exhaustive, and all Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation and of any possible tax effects on them.

The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation. The
Company will:

●        for at least 6 months following the Cancellation seek to make
available to Shareholders, through JP Jenkins, the Matched Bargain Facility
which would allow Shareholders to buy and sell Ordinary Shares on a matched
bargain basis following the Cancellation;

●        continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the Companies
Act; and

●      continue, for at least 12 months following the Completion, to
maintain its website https://www.advfnplc.com/ (https://www.advfnplc.com/) and
to post updates on the website from time to time, although Shareholders should
be aware that there will be no obligation on the Company to include all of the
information required under the Disclosure Guidance and Transparency Rules, AIM
Rule 26 or to update the website as currently required by the AIM Rules.

Shareholders should be aware that if the Cancellation takes effect, they will
at that time cease to hold Ordinary Shares in a company whose shares are
admitted to trading on AIM and the matters set out above will automatically
apply to the Company from the date of the Cancellation.

4.         Dealings of Ordinary Share prior to and following the
Cancellation

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the date of Cancellation. If Shareholders wish
to buy or sell Ordinary Shares on AIM they must do so prior to the
Cancellation becoming effective.

The Company is seeking to make 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 Resolutions are passed. The Matched
Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed
representative of Prosper Capital LLP, which is authorised and regulated by
the FCA.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares would 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 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 website at https://www.advfnplc.com/ (https://www.advfnplc.com/) .

It is intended that the Matched Bargain Facility will operate for a minimum of
6 months after the Cancellation. The Directors' current intention is that it
will continue beyond that time, but Shareholders should note that there
remains a risk that the Matched Bargain Facility may not have been put in
place at the time of Cancellation, or if it is, it may not remain in place for
an extended period of time and therefore inhibit the ability to trade the
Ordinary Shares. Further details will be communicated to Shareholders at the
relevant time.

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

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. The Board is however making no
recommendation as to whether or not Shareholders should buy or sell Ordinary
Shares. 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 2 May 2025 and that the effective time and date of the Cancellation will be
7.00 a.m. on 6 May 2025.

5.         Process for the Reregistration

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
Reregistration, 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 Reregistration and amendment to the Current Articles
on the rights and obligations of Shareholders and the Company are summarised
in Part VI of this document. A copy of the Amended Articles accompanies this
document and can be found at https://www.advfnplc.com/
(https://www.advfnplc.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 VII of this
document contains a special resolution to approve the Reregistration and adopt
the Amended Articles.

If the Cancellation Resolution and the Reregistration Resolution are approved
at the General Meeting, an application will be made to the Registrar of
Companies for the Company to be reregistered 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 Reregistration Resolution or such that any such
application to cancel the Reregistration Resolution has been determined and
confirmed by the court.

If the Resolutions are passed at the General Meeting, it is anticipated that
the Reregistration will become effective during the week commencing 26 May
2025.

6.         Takeover Code

The Takeover Code applies to all offers for companies which have their
registered office in the UK, the Channel Islands or the Isle of Man if any of
their equity share capital or other transferable securities carrying voting
rights are admitted to trading on a UK regulated market or a UK multilateral
trading facility or on any 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 multilateral trading facility.

The Takeover Code also applies to any company which has their registered
offices in the UK, the Channel Islands or the Isle of Man if any of its
securities were admitted on a UK regulated market or a UK multilateral trading
facility or on a stock exchange in the Channel Islands or the Isle of Man at
any time during the 2 years prior to the relevant date.

If the Cancellation and the Reregistration are approved by Shareholders at the
General Meeting and become effective, the Takeover Code will continue to apply
to the Company for a period of 2 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) 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 per cent. or more; or

(b) a person, together with persons acting in concert with it, is interested
in shares which in the aggregate carry not less than 30 per cent. of the
voting rights of a company but does not hold shares carrying more than 50 per
cent. 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 Takeover Panel, and of the protections afforded by the
Takeover Code (which will cease to apply 2 years following the Cancellation
and Reregistration), are set out in Part V of this document.

7.         General Meeting

The General Meeting will be held at the offices of Reynolds Porter Chamberlain
LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA at 10 a.m. on 25
April 2025.

Conditional on the passing of Resolution 2, Resolution 1 to be proposed at the
General Meeting (i.e. the Cancellation Resolution) is a special resolution to
approve the Cancellation.

Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting (i.e. the Reregistration Resolution) is a special resolution
to reregister the Company as a private limited company, to change its name to
ADVFN Limited and to adopt the Amended Articles.

Resolution 1 to approve the Cancellation and Resolution 2 to approve the
Reregistration (and the other mattes outlined above) are each conditional on
the other. If one of the Resolutions is not passed, the Company will not
proceed with the Cancellation, Reregistration and associated adoption of the
Amended Articles.

8.         Options and warrants

The rights of certain individuals who hold options over Ordinary Shares will
be unaffected by the proposed Cancellation and Reregistration. Similarly, the
rights of Warrantholders will be unaffected by the proposed Cancellation and
Reregistration and will continue to be exercisable following the Cancellation
and Reregistration in accordance with the terms and conditions of the
warrants.

9.         Actions to be taken by Shareholders

A Proxy Form for use at the General Meeting is enclosed with this document.
The Proxy Form should be completed in accordance with the instructions printed
thereon and returned to Neville House, Steelpark Road, Halesowen, B62 8HD as
soon as possible but in any event by no later than 10.00 a.m. on 23 April
2025.

Shareholders who hold their Ordinary Shares in uncertificated form in CREST
may alternatively use the CREST proxy voting service in accordance with the
procedures set out in the CREST Manual as explained in the notes accompanying
the Notice of General Meeting. Proxies submitted via CREST must be received by
the Registrars, by no later than 10.00 a.m. on 23 April 2025.

The release, publication or distribution of this document and the Proxy Form
in jurisdictions other than the UK may be restricted by law or regulations and
therefore persons into whose possession this document and/or the Proxy Form
come, should inform themselves about, and observe, any such restrictions. Any
failure to comply with any such restrictions may constitute a violation of the
securities laws and regulations of such jurisdictions.

Before deciding what action to take in respect of the Resolutions, you are
advised to read the whole of this document and not merely rely on certain
sections of this document. 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.

Shareholders are encouraged to appoint the chair of the General Meeting as
their proxy with directions as to who to cast their vote on the Resolutions
proposed. The appointment of a proxy will not preclude Shareholders from
attending and voting at the General Meeting should they so wish. It is
important that as many votes as possible are cast. Whether or not you plan to
attend the General Meeting in person, you are encouraged to complete and
return your Proxy Form as soon as possible.

If you have any questions relating to this document or the completion and
return of the Proxy Form or CREST Proxy Instruction, please call the
Registrars at +44 (0) 121 585 1131. Please note that no advice on the contents
of this document nor on the matters to be voted upon at the General Meeting,
nor any financial, legal or tax advice can be given by the Registrars and
accordingly for such advice you should consult your stockbroker, solicitor,
accountant, bank manager or other independent professional adviser.

10.       Recommendation

For the reasons set out in this letter, the Directors consider that the
Resolutions are in the best interest of the Company and its Shareholders as a
whole and therefore unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend to do in
respect of their own shareholdings of 5,607,972 Ordinary Shares, representing
approximately 12.1 per cent. of the issued share capital of the Company as at
the date of this document.

11.       Results of General Meeting

The results of the General Meeting will be announced through a Regulatory
Information Service and on the Company website at https://www.advfnplc.com/
(https://www.advfnplc.com/) as soon as possible after the meeting has been
held.

Yours sincerely

Lord Gold

Non-Executive Chair

ADVFN plc"

 

 

"PART IV

LETTER FROM THE CHIEF EXECUTIVE OFFICER

"Dear Shareholder,

Against a background of subdued trading in the Company's shares and
unfavourable market conditions, the Board has carefully assessed the benefits
and drawbacks of remaining an AIM-quoted company, taking into consideration
the current financial position of the Company, market conditions, funding
options available to the Company on AIM, and the Board's desire to adopt a
short to mid-term strategy focused on potential merger and acquisition
opportunities for the Company. This evaluation has been ongoing for some time
to determine how best to achieve the goals of the Board and to unlock what the
Board believes to be the full potential of the Company.

In reaching the decision to propose the Cancellation, the Board considered a
number of key factors, as set out below:

●     Share price and potential merger and acquisition opportunities: The
Board believes that there are potential acquisition opportunities for the
Company, however, despite the Company's brand strength and cutting-edge
technology, the view of the Board is that the market capitalisation of the
Company has not reflected the value of these assets, making strategic
transactions challenging to complete.  The Company's fluctuating share price
and low levels of liquidity have deterred potential partners from accepting
the Company's shares or options as consideration, restricting the Company's
deal-making flexibility. The Company's recent low market valuation has meant
that potential acquisitions would have required the Company to offer
substantial proportions of the Company's equity, even for smaller
transactions, on unattractive terms for our existing Shareholders.

Low liquidity and a suppressed share price have yielded minimal benefits for
our Shareholders, making it hard to justify remaining listed on AIM from a
strategic standpoint. The Board believes that transitioning to a private
entity would allow the Company to move with greater agility on merger and
acquisition opportunities, improve flexibility and speed to execute strategic
initiatives, and capitalise on emerging opportunities, which is particularly
critical in a fast-moving sector, where consolidation and innovation demand
agility.

●       Cost and regulatory burden: The ongoing legal, regulatory and
professional fees required to remain on AIM have become disproportionate to
the benefits.  The Company has operations internationally and must engage
professional advisors across multiple jurisdictions to comply with auditing
and other regulatory rules, significantly increasing costs. These escalating
expenses, coupled with the complexity of maintaining compliance, create a
financial burden that hinders operational efficiency. Additionally, the
management effort and resources required to meet AIM reporting obligations are
significant, diverting critical attention away from product innovation, growth
and technology development.

●      Raising finance: The current share price of the Company and
liquidity on AIM make it challenging to support complex, high-potential deals,
as institutional investors remain hesitant to engage under these constraints.
As a private company, the Board believes that the Company will have greater
access to specialised investment sources, including private equity, strategic
investors, and venture capital which will provide a broader spread of funding
options without the valuation pressures and liquidity constraints of the
public market.

Recognising the concerns and uncertainties that may arise from this
transition, the Board wants to assure Shareholders that the Company is taking
deliberate steps to facilitate liquidity and to maintain open, transparent
communication.  To support ongoing Shareholder engagement, the Company
intends to make arrangements for a Matched Bargain Facility to be provided by
JP Jenkins to assist Shareholders to trade in the Ordinary Shares for a period
of time from the date of the Cancellation.

In addition, the Company will launch a dedicated Shareholder portal,
accessible through email login, to serve as a central hub for updates, FAQs
and a direct channel for addressing concerns. This Shareholder portal will
also host important reports, announcements and periodic events to keep
Shareholders informed and engaged.

Over the coming weeks, I intend to dedicate my full attention to addressing
any Shareholder concerns in relation the proposed Cancellation, Reregistration
and adoption of Amended Articles, and, if the Cancellation becomes effective,
to ensuring a smooth transition to becoming a private company. I am committed
to ensuring that, following Cancellation, every Shareholder will continue to
have direct access to the management of the Company, and I will be available
for individual communication to provide clarity and answer any Shareholder's
questions.

The members of the Board would also like to reaffirm their commitment to
promoting the long-term success of the Company. The Board invites each
Shareholder to embark on this journey with the Company by remaining as
shareholders following Cancellation, confident that together, we will achieve
our shared vision and long-term goals for the Company and its Shareholders.

Yours sincerely,

Amit Tauman

Chief Executive Officer

ADVFN plc"

APPENDIX II

DEFINITIONS

The following definitions and technical terms apply throughout this
announcement, unless the context otherwise requires:

 

 AIM                                         AIM, the market operated by the London Stock Exchange
 AIM Rules                                   the rules and guidance for companies whose shares are admitted to trading on
                                             AIM entitled "AIM Rules for Companies" published by the London Stock Exchange,
                                             as amended from time to time
 Amended Articles                            the amended articles of association of the Company proposed to be adopted
                                             pursuant to Resolution 2 to be proposed at the General Meeting, a copy of
                                             which can be viewed at https://www.advfnplc.com/ (https://www.advfnplc.com/)
 Board or Directors                          the directors of the Company
 Business Day                                a day (excluding Saturdays, Sundays and public holidays in England and Wales)
                                             on which banks are open for the transaction of normal banking business in
                                             London, and the London Stock Exchange is open for trading
 Cancellation                                the cancellation of admission of Ordinary Shares to trading on AIM in
                                             accordance with Rule 41 of the AIM Rules, subject to the passing of the
                                             Cancellation Resolution
 Cancellation Resolution                     Resolution 1 to be proposed at the General Meeting
 Companies Act                               the Companies Act 2006 (as amended from time to time)
 Company                                     ADVFN plc, a company incorporated and registered in England and Wales under
                                             the Companies Act 1985 with registered number 02374988
 CREST                                       the computer system (as defined in the CREST Regulations) for the paperless
                                             settlement of trades and the holding of uncertificated securities, operated by
                                             Euroclear
 CREST Manual                                the rules governing the operation of CREST, as published by Euroclear
 CREST member                                a person who has been admitted by Euroclear as a member, as defined in the
                                             CREST Regulations
 CREST personal member                       a CREST member admitted to CREST as a personal member
 CREST Regulations                           the Uncertificated Securities Regulations 2001 (as amended from time to time)
 CREST sponsor                               a CREST participant admitted to CREST as a sponsor
 CREST sponsored member                      a CREST member admitted to CREST as sponsored member
 Current Articles                            the articles of association of the Company in force as at the date of this
                                             document
 Disclosure Guidance and Transparency Rules  the disclosure rules and transparency rules made by the FCA pursuant to
                                             section 73A of FSMA
 Euroclear                                   Euroclear UK & International Limited, the operator of CREST
 FCA                                         the Financial Conduct Authority
 FSMA                                        the Financial Services and Markets Act 2000 (as amended from time to time)
 GBP or £                                    pound sterling, being the lawful currency of the UK
 General Meeting                             the general meeting of the Company convened for 10.00 a.m. on  25 April 2025,
                                             notice of which is set out at Part VII of this document
 JP Jenkins                                  a trading name of InfinitX Limited and is an appointed representative of
                                             Prosper Capital LLP, which is authorised and regulated by the FCA
 London Stock Exchange                       London Stock Exchange plc
 Matched Bargain Facility                    the unregulated matched bargain trading facility to be provided by JP Jenkins,
                                             with whom the Company has entered into an agreement, conditional upon the
                                             passing of the Cancellation Resolution, to implement a mechanism for the
                                             trading of the Ordinary Shares following Completion
 Notice of General Meeting                   the notice of the General Meeting set out at Part VII of this document
 Ordinary Shares                             ordinary shares of 0.2 pence each in the capital of the Company
 Panel                                       the Panel on Takeovers and Mergers
 Proxy Form                                  the form of proxy for use by Shareholders in connection with the General
                                             Meeting which accompanies this document
 Registrar of Companies                      the Registrar of Companies for England and Wales
 Registrars                                  Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, B62
                                             8HD
 Regulatory Information Service              has the meaning given to it in the AIM Rules for any of the services approved
                                             by the London Stock Exchange for distribution of AIM announcements
 Reregistration                              the proposed reregistration of the Company as a private limited company,
                                             subject to the passing of the Reregistration Resolution
 Reregistration Resolution                   Resolution 2 to be proposed at the General Meeting
 Resolutions                                 the resolutions to be proposed at the General Meeting as set out in the Notice
                                             of General Meeting
 Shareholders                                holders of Ordinary Shares from time to time
 Takeover Code                               the City Code on Takeovers and Mergers (as amended from time to time)
 UK                                          the United Kingdom of Great Britain and Northern Ireland
 UK MAR                                      Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
                                             16 April 2014 on market abuse as it forms part of domestic law in the UK by
                                             virtue of the European Union (Withdrawal) Act 2018
 Warrantholder                               any person who holds a warrant in respect of Ordinary Shares

 

 

ENDS

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