REG - Itsarm PLC - Corporate update

ItsarmAnnouncement

26/04/2023 12:00

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RNS Number : 5580X  Itsarm PLC  26 April 2023

For immediate release

 

26 April 2023

 

Itsarm plc

 

Corporate update

Proposed members' voluntary liquidation

Proposed cancellation of admission to trading on AIM

Notice of General Meeting

and

Publication of circular

 

Itsarm plc (formerly In The Style Group plc) (AIM: ITS) ("Itsarm" or the
"Company"), announces a corporate update, a proposed members voluntary
liquidation, the proposed cancellation of admission to trading on AIM and
notice of a General Meeting of the Company.

 

Corporate update

·      On 7 March 2023, the Company announced the completion of its
strategic review and the agreement to sell its only operating subsidiary, In
The Style Fashion Limited, for a total cash consideration of £1.2 million
(the "Sale"). On 27 March 2023, the Company completed the Sale and in doing so
became a cash shell for the purposes of Rule 15 of the AIM Rules for Companies
(the "AIM Rules"), with no operating business.

·      While the net proceeds from the Sale were approximately
£500,000, the Company now has no income but continues to incur operating
expenses which include the costs of having to remain an AIM-quoted company.
 These costs are significant in the context of the cash available to the
Company.

·      As at 25 April 2023, the Company had cash of £516,000 with
current contractual liabilities of £231,000 primarily relating to one-off
expenses incurred for insurance and advisory fees during April 2023.

·      The Company also has ongoing costs including directors' fees,
insurance costs, AIM listing fees, registrar fees, professional and other
advisers' fees and website hosting costs.  The directors of the Company (the
"Directors" and together, the "Board") are taking steps to renegotiate fees
where possible, however the current monthly spend is approximately £40,000
before any one-off expenses including advisory costs relating to the future of
the Company.

·      Given the Company's cash position, its current contractual
liabilities, the contingent liabilities it has to consider and the ongoing
cost run-rate, the likelihood of the Company being able to continue for a
period longer than three months from the date of this announcement before
becoming insolvent is low.

Members voluntary liquidation and proposed cancellation of admission to
trading on AIM

·      As previously stated, the Company does not intend to enter into
an acquisition or acquisitions which constitutes a reverse takeover under Rule
14 of the AIM Rules. Furthermore, no approach has been received from any
third-party presenting an option for the Company to undertake such a
transaction since becoming a cash shell.

·      Following further consultation with the Company's advisers, the
Board has determined that it would be in the best interests of the Company and
its shareholders ("Shareholders") as a whole to put forward a formal proposal
to Shareholders for a members' voluntary liquidation of the Company (the
"MVL").

·      The Board is of the view that the MVL represents the best and
most cost-effective option to protect and realise any Shareholder value, given
that the Company's operating subsidiary has been sold and the Company no
longer has any trading business or income of any sort. The MVL is conditional
upon the approval of Shareholders in general meeting.

·      The Directors have concluded that, on the basis that the MVL is
the best and most cost efficient way to protect and return any Shareholder
value, it is in the best interests of the Company and its Shareholders to seek
Shareholders' approval to cancel the admission of the Company's ordinary
shares of £0.0025 each in the capital of the Company ("Ordinary Shares") to
trading on the AIM market of London Stock Exchange plc ("AIM") (the
"Cancellation").

·      Given the time it takes to conclude an MVL and the significant
expense the Company would incur as a quoted Company through that time, an MVL
would not likely be possible if the Company remained admitted to trading on
AIM.  The cancellation of admission to trading on AIM would preserve cash in
the Company and maximise any distribution made through a MVL.

·      In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the proposed Cancellation.

·      Assuming the passing of the resolution to approve the
Cancellation in general meeting, it is expected that the Cancellation will
take place on or around 26 May 2023.

·      If the Company is able to be wound up on a solvent basis, which
is subject to a number of commercial matters being satisfactorily resolved
ahead of the MVL, a distribution to Shareholders is anticipated but this is
unlikely to exceed 0.2 pence per Ordinary Share. There is unlikely to be any
distribution to Shareholders if the Company is wound up on an insolvent basis.

 

Publication of shareholder circular and Notice of General Meeting

In connection with the MVL and the Cancellation, the Company expects to
publish and post later today a Shareholder circular (the "Circular")
containing, amongst other things, further details of the MVL, the Cancellation
and the Directors' recommendation to vote in favour of the resolutions (the
"Resolutions") to be proposed at a general meeting of the Company to be held
at Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE at 9:30
a.m. on 12 May 2023.

The Company urges Shareholders to read the Circular once published carefully
as it contains important information in relation to the MVL 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 will shortly be available for viewing on the Company's website
at www.itsarmplc.co.uk (http://www.itsarmplc.co.uk) .

 

 

Enquiries:

 

Itsarm
plc
            via Hudson Sandler

Jim Sharp, Director

Rich Monaghan, Director

 

Hudson
Sandler
+44 (0)20 7796 4133

Alex
Brennan
itsarmplc@hudsonsandler.com

Ben Wilson

 

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

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

 

 

Important notice

Nominated adviser

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.

 

 

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