REG - Amala Foods PLC - Notice of GM

Amala FoodsAnnouncement

25/07/2025 12:00

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RNS Number : 6290S  Amala Foods PLC  25 July 2025

 

Amala Foods Plc

("Amala" or the "Company")

 

General Shareholder Meeting

 

Amala Foods Plc (LON: DISH) is pleased to provide an update on its plans to
comply with its obligations under the new UK Listing Rules ("UKLR"). These
rules came into force on 29 July 2024, and contained certain Transitional
Provisions (TPs) to allow issuers time to comply with the new requirements.
These included in UKLR TP 7 transitional provisions in respect of Shell
Companies that made clear that certain sections of UKLR 13 would not apply to
issuers with their securities admitted to Equity Shares (Shell Companies)
Category of the UK FCA's Official List for a period of 1 year from 29 July
2024 (Transition Period).  These provisions include the obligation to have a
constitution that complies with UKLR 13.2.1 related to seeking shareholder
approval to continue operations.

The Companies shares were mapped onto the Equity Shares (Shell Companies)
Category and the Company has benefited from the Transition Period.  The
Company was hoping to complete its reverse takeover transaction prior to the
end of the Transition Period and so did not take steps to amend its
constitution to comply with UKLR 13.2.1. This now does not appear likely to
happen and so the board has taken the step of deciding to call a general
meeting of the Company will be held at De Carteret House, 7 Castle Street, St
Helier, Jersey on 14 August 2025 at 9 a.m. The sole business of the meeting
will be to approve a special resolution to amend the Company's Memorandum and
Articles of Association ("Articles") to include new provisions to comply with
UKLR 13.2.  The Notice of Meeting and associated form of proxy will be sent
to shareholders on Monday 28 July 2025.  Details of the provision to be added
to the Articles are as follows:

179       ACQUISITIONS

Whilst the Shares are listed on the Equity Shares (Shell Companies) Category
of the UK FCA's Official List:

179.1    in the event that the Company has not completed an initial
transaction (as defined in the UK Listing Rules) (the "Initial Transaction")
by 29 July 2026 (the "First Expiry Date"), the Company shall cease operations
on or prior to the First Expiry Date unless Ordinary Shareholders pass an
Ordinary Resolution to extend the time period for an Initial Transaction by 12
months (the "First Extension") to 29 July 2027 (the "First Extension Date");

179.2    in the event that the First Extension has been approved by
Ordinary Shareholders in accordance with Sub-Regulation 179.1 and the Company
has not completed an Initial Transaction by the First Extension Date, the
Company shall cease operations on or prior to the First Extension Date unless
Shareholders pass an Ordinary Resolution to extend the time period for an
Initial Transaction by 12 months (the "Second Extension") to 29 July 2028 (the
"Second Extension Date");

179.3    in the event that the Second Extension has been approved by
shareholders in accordance with Sub-Regulation 179.2 and the Company has not
completed an Initial Transaction by the Second Extension Date, the Company
shall cease operations on or prior to the Second Extension Date unless
Shareholders pass an Ordinary Resolution to extend the time period for an
Initial Transaction by 12 months (the "Third Extension") to 29 July 2029 (the
"Third Extension Date"); and

179.4    before the end of: (a) the period between the adoption of these
Articles and the First Expiry Date; or (b) the extended periods during which
Shareholders may grant an extension referred to in Sub-Regulations 179.1,
179.2 or 179.3, the relevant period may be extended for a further period of up
to 6 months where, before the end of the relevant period:

179.4.1      Shareholders have approved an Initial
(https://www.handbook.fca.org.uk/handbook/glossary/G3525i.html) Transaction
for the purposes of satisfying the conditions in UKLR 13.4.17G
(https://www.handbook.fca.org.uk/handbook/UKLR/13/4.html#D233) , but
the Initial (https://www.handbook.fca.org.uk/handbook/glossary/G3525i.html)
Transaction has not completed;

179.4.2      a general meeting has been convened to obtain approval of
Shareholders for an Initial Transaction where such approval is sought by the
Company for the purposes of satisfying UKLR 13.4.17G of the UK Listing Rules;

179.4.3      the Company has made an announcement convening a general
meeting to obtain approval of Shareholders for an Initial Transaction where
such approval is sought by the Company for the purposes of satisfying UKLR
13.4.17G of the UK Listing Rules and a notice to convene such general meeting
will be sent to Shareholders within a specified time following such
announcement; or

179.4.4      an agreement for an Initial Transaction has been entered
into but the Initial Transaction has not yet been completed and the Company
has not made an announcement in accordance with Sub-Regulation 179.4(c),

the relevant First Extension, Second Extension and/or Third Extension will
automatically be extended by a further 6 month period and the First Extension,
the First Extension Date, the Second Extension, the Second Extension Date, the
Third Extension and the Third Extension Date shall be construed accordingly
(as applicable),

provided that any such extension is notified to a Regulatory Information
Service before the end of the First Extension, Second Extension or Third
Extension (as applicable).

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION EU 596/2014 ("MAR").

 

Enquiries:

 

Jonathan Morley-Kirk, Non-Executive Chairman

jmk@bluebirdmv.com (mailto:jmk@bluebirdmv.com)

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