REG - Itsarm PLC - Dismissal of the Winding-up Petition

ItsarmAnnouncement

26/07/2023 11:45

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RNS Number : 2855H  Itsarm PLC  26 July 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

 

26 July 2023

 

Itsarm plc

 

Restoration of trading

Dismissal of the Winding-up Petition

Directorate changes

 

Itsarm plc ("Itsarm" or the "Company") announces that, further to the
announcement on 24 July 2023, the Company has received confirmation that at
the court hearing of the Winding-up Petition held earlier today at the
Business and Property Courts of England and Wales the court ordered the
dismissal of the Winding-up Petition. As a result, the Proposal as described
in the announcement on 24 July 2023 has come into effect immediately resulting
in the following changes to the Company's board of directors:

 

·     James Sharp (previously Non-Executive Chairman) and Richard Monaghan
(previously Executive Director) have resigned from the board and from the
Company with immediate effect. As previously announced both Mr Sharp and Mr
Monaghan have agreed to waive their payments in lieu of notice along with
their unpaid fees for July 2023.

 

·      David Craven and Jean-Paul Rohan have been appointed to the
Company's board with immediate effect as Non-Executive Chairman and
Non-Executive Director respectively. As previously announced, both Mr Craven
and Mr Rohan have agreed to take up their positions for annual remuneration of
£1 each until further notice.

 

The disclosures required under Schedule 2(g) of the AIM Rules for Companies in
relation to Mr Craven and Mr Rohan can be found in the Appendix to this
announcement.

 

The Proposal has resulted in a significant reduction of the Company's
liabilities, contingent liabilities and ongoing costs resulting in the Company
becoming solvent and being able to continue as a going concern. As previously
announced, as at 20 July 2023, the Company had cash of approximately
£223,000. The Proposal reduces the Company's liabilities and contingent
liabilities to c. £140,000, all of which will be settled as soon as
reasonably practicable. The new directors believe the remaining cash coupled
with potential access to other funding, if required, is sufficient to explore
and undertake any potential AIM Rule 14 transaction, as described further in
the paragraph below.

 

AIM Rule 15 cash shell status

The new directors intend to enter into an acquisition or acquisitions which
would constitute a reverse takeover under Rule 14 of the AIM Rules for
Companies (the "AIM Rules"). At this time there is no certainty as to the
exact structure, identity or timing of such a transaction(s) or as to whether
or not such a transaction(s) will happen at all, but the new directors are
assessing a number of potential opportunities.

 

The Company has been an AIM Rule 15 cash shell since the disposal of its
trading business on 27 March 2023. If the Company does not complete a
transaction which qualifies as an AIM Rule 14 transaction by 28 September
2023, the Company's Ordinary Shares will be suspended from trading on AIM at
7.00 a.m. on 28 September 2023, pursuant to Rule 40 of the AIM Rules.
Admission to trading on AIM would then be cancelled six months from the date
of suspension.

 

Restoration of trading

As a result of the dismissal of the Winding-up Petition the Company's ordinary
shares will be restored to trading on AIM to coincide with the release of this
announcement.

 

 

 

Unless stated otherwise all defined terms in this announcement will have the
same meaning applied to them as those in the announcement released by the
Company on 24 July 2023.

 

Enquiries:

 

Itsarm
plc
Via Hudson Sandler

David Craven, Non-Executive Chairman

Jean-Paul Rohan, Non-Executive Director

 

Hudson
Sandler
+44 (0)20 7796 4133

Alex
Brennan
itsarm@hudsonsandler.com

Ben Wilson

 

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

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

 

APPENDIX - Schedule 2(g) disclosures

David Charles McNae Craven, aged 57.

Mr Craven has no interest in the Ordinary Shares of Itsarm plc.

Mr Craven holds the following positions or has held the following positions in
the last five years:
 
 

 Current positions                        Previous positions
 The renewable energy people Limited      Allwyn entertainment ltd

 Saffron asset finance ltd                Box film (boudicca) Limited

 Mcnae properties ltd                     Box film Limited

 Saffron financial Limited                Box tv (dice) Limited

 Craven convergence Limited               Box tv (in production) Limited

 Acemore finance Limited                  Box tv (prodco) Limited

 Mayfair capital investments UK Limited   Box tv (production) ltd

 N.B.D. holdings Limited                  Box tv (s&l) Limited

 DCD media Limited                        Box tv Limited

 Sportingwins Limited                     N.B.D. pictures Limited

 Timeweave gaming Limited                 Bentley park (UK) Limited

 Timeweave Limited                        Rize international Limited

                                          Rize publishing Limited

                                          Breathtaking Limited

                                          DCD drama Limited

                                          DCD rights Limited

                                          Digital classics distribution (two) Limited

                                          Prospect pictures Limited

                                          Rize television Limited

                                          September films Limited

                                          September songs Limited

                                          Sequence post Limited

                                          Amalgamated racing Limited

                                          Ultimate finance holdings Limited

                                          Saffron invoice finance Limited

                                          My moolah ltd

                                          Asian racing media Limited

                                          International turf club Limited

                                          Datawest computer services Limited

                                          Microskill (services) Limited

                                          Telectronics systems Limited

                                          Timeweave bookmaking and finance (holdings) Limited

                                          Timeweave retail Limited

                                          Timeweave washosp Limited

Jean-Paul Stephen Rohan, aged 56.

Mr Rohan has no interest in the Ordinary Shares of Itsarm plc.

Mr Rohan holds the following positions or has held the following positions in
the last five years:

 Current positions               Previous positions
 In The Game Management Limited  Hydda Limited

 Hot Air Limited                 DCD Media Plc

 

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