REG - In The Style Group - Publication of circular

ItsarmAnnouncement

07/03/2023 13:00

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RNS Number : 1831S  In The Style Group PLC  07 March 2023

For immediate release

7 March 2023

 

In The Style Group plc

Publication of circular

 

In The Style Group plc (AIM:ITS) ("In The Style", the "Company" or, together
with its subsidiary undertakings, the "Group"), the disruptive and inclusive
digital womenswear fashion brand, announced earlier today the completion of
its strategic review, the conditional agreement to sell its only operating
subsidiary, In The Style Fashion Limited, for a total cash consideration of
£1.2 million, and the proposed cancellation of the Company's admission to
trading on AIM.

In connection with the Sale and the Cancellation, the Company is pleased to
announce that the Shareholder circular (the "Circular") containing, amongst
other things, further details of the Sale, the Cancellation and the
Independent Directors' recommendation to vote in favour of the Resolutions at
the General Meeting will shortly be posted to Shareholders and published by
the Company.

The Circular contains a notice of a General Meeting of the Company to be held
at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London EC1M 6AE
at 9.30 a.m. on 24 March 2023 for the purposes of approving the Sale and the
Cancellation.

The Company urges Shareholders to read the Circular once published carefully
as it contains important information in relation to the Sale and the
Cancellation.  Any vote in respect of Resolutions should be made only on the
basis of the information contained in the Circular.

The Circular and the Notice of General Meeting will shortly be available for
viewing on the Company's website at www.https://corporate.inthestyle.com/.com
(http://www.https:/corporate.inthestyle.com/.com) .

 

Expected timetable of principal events:

 Publication of the Circular                                              7 March 2023
 Latest time and date for receipt of proxy instructions and CREST voting  9.30 a.m. on 22 March 2023
 instructions
 General Meeting                                                          9.30 a.m. on 24 March 2023
 Completion of the Sale                                                   27 March 2023
 Proposed Cancellation date                                               5 April 2023

Note:

Each of the above times and/or dates is subject to change at the absolute
discretion of the Company and Liberum Capital Limited If any of the above
times and/or dates should change, the revised times and/or dates will be
announced through a Regulatory Information Service.

 

Enquiries:

 

In The Style Group
plc
Via Hudson Sandler

Jim Sharp, Chairman

Rich Monaghan, Chief Financial Officer

 

Hudson
Sandler
+44 (0)20 7796 4133

Alex
Brennan
inthestyle@hudsonsandler.com

Ben Wilson

 

Lincoln International LLP (Financial
Adviser)                           +44 (0)20 7022
9880

Harry Kalmanowicz

Julian Tunnicliffe

 

Liberum Capital Limited (Nomad and
Broker)                           +44 (0)20 3100
2000

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

 

 

 

 

Important notice

Financial and other advisers

Lincoln International LLP ("Lincoln"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to In The Style Group plc and no one else in connection
with the Sale and will not be responsible to anyone other than In The Style
Group plc for providing the protections afforded to clients of Lincoln nor for
providing advice in relation to the Sale or any other matters referred to in
this announcement.  Neither Lincoln nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lincoln in connection with this announcement, any statement
contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
nominated adviser and corporate broker to In The Style Group plc and no one
else and will not be responsible to anyone other than In The Style Group plc
for providing the protections afforded to clients of Liberum nor for providing
advice in relation to any matters referred to in this announcement.  Neither
Liberum nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Liberum
in connection with this announcement, any statement contained herein or
otherwise.

General

This announcement is for information purposes only and does not constitute or
form part of any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities in any jurisdiction and
should not be relied upon in connection with any decision to subscribe for or
acquire ordinary shares in the capital of the Company.  In particular, this
announcement does not constitute or form part of any offer to issue or sell,
or the solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the
Company.  No person has been authorised to give any information or to make
any representations other than those contained in this announcement and, if
given or made, such information or representations must not be relied on as
having been authorised by the Company.

No statement in this announcement is intended to be a profit forecast or
profit estimate and no statement in this announcement should be interpreted to
mean that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will", "would" or "should" or, in each case, their negative
or other variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They appear in a
number of places throughout this announcement and include statements regarding
the directors of the current Company's intentions, beliefs or expectations
concerning, among other things, the Company's results of operations, financial
condition, liquidity, prospects, growth, strategies, and the Company's
markets. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances. Actual
results and developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking statements may and
often do differ materially from actual results. Any forward-looking statements
in this announcement are based on certain factors and assumptions, including
the directors of the Company's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Company's operations, results of operations,
growth strategy and liquidity. Whilst the directors of the Company consider
these assumptions to be reasonable based upon information currently available,
they may prove to be incorrect. Save as required by applicable law, the AIM
Rules or the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the Company undertakes no obligation to release publicly
the results of any revisions to any forward-looking statements in this
announcement that may occur due to any change in the directors of the
Company's expectations or to reflect events or circumstances after the date of
this announcement.

Neither the content of the Company's website nor any website accessible by
hyperlinks to the Company's website is incorporated in, or forms part of, this
announcement.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

All references to time in this announcement are to London time, unless
otherwise stated.

Capitalised terms used in the Circular shall have the same meanings in this
announcement.

 

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