REG - Itsarm PLC - Proposed Board Changes & withdrawal of petition

ItsarmAnnouncement

24/07/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230724:nRSX8805Ga&default-theme=true

RNS Number : 8805G  Itsarm PLC  24 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

 

24 July 2023

 

Itsarm plc

 

Proposed Board Changes

Proposed withdrawal of the winding-up petition

 

Itsarm plc ("Itsarm" or the "Company") today announces that its board of
directors (the "Board") has entered into various conditional agreements which
together form a proposal (the "Proposal") that gives the Company a viable
alternative to the proposed compulsory liquidation announced by the Company on
5 June 2023.

The Proposal allows for Itsarm to continue as a solvent company conditional on
the winding-up petition in respect of the Company presented on 5 June 2023
(the "Winding-up Petition") being withdrawn and/or dismissed at the scheduled
court hearing on 26 July 2023, or by no later than 31 July 2023 (the
"Withdrawal"). Conditional on the Withdrawal, binding agreements to effect the
following actions have been entered into:

·      David Craven and Jean-Paul Rohan (the "Proposed Directors") will
be appointed to the Board as Directors with effect from the Withdrawal. The
Proposed Directors have agreed to take up their positions for annual
remuneration of £1 each until further notice. Brief biographies for the
Proposed Directors are included in the Appendix to this announcement and the
information required to be disclosed for the purposes of Schedule 2(g) of the
AIM Rules for Companies will be included in a subsequent announcement if and
when their appointments to the board come into effect.

·      James Sharp and Richard Monaghan (the "Current Directors") will
resign as Directors of the Company with effect from the Withdrawal,
immediately following the appointment of the Proposed Directors. The Current
Directors have both agreed to waive their payments in lieu of notice along
with their unpaid fees for July 2023.

The Proposal significantly reduces the Company's liabilities, contingent
liabilities and ongoing costs resulting in the Company becoming solvent in the
view of the Current Directors. As a result, the Current Directors will provide
a witness statement to the court hearing on 26 July 2023 requesting that the
Winding-up Petition be withdrawn or dismissed.

As at 20 July 2023, the Company had cash of approximately £223,000. The
Proposal which includes the waiving of certain Current Directors' fees,
significantly reduces the Company's liabilities and contingent liabilities to
circa £140,000, all of which will be settled as soon as reasonably
practicable on the Withdrawal.

AIM Rule 15 cash shell status

Subject to the Withdrawal, the Proposed 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) but the Proposed 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 is unable to enter into a
transaction which qualifies as an AIM Rule 14 transaction by 27 September
2023, the Company's Ordinary Shares will be suspended from trading on AIM,
pursuant to Rule 40 of the AIM Rules.  Admission to trading on AIM would then
be cancelled six months from the date of suspension.

 

Court hearing timetable

 

Further to the timetable published by the Company on 15 June 2023, the Company
announces the following updated timetable in respect of the Company's court
hearing of the Winding-up Petition on 26 July 2023.

 

7.30 a.m. on 26 July 2023      Trading in ordinary shares of Itsarm plc
suspended from trading, pending the outcome of the court hearing

 

10.30 a.m. on 26 July 2023      Court hearing of the Winding-up Petition at
the Business and Property Courts of England and Wales, 7 Rolls Building,
Fetter Lane, London EC4A 1NL.

                                          In the
unexpected event that the court rejects the request for withdrawal and/or
dismissal and thereby approves the Winding-up Petition and makes the
winding-up order, the Official Receiver of the Insolvency Service will be
appointed to act as liquidator with immediate effect.

 
Subject to the discretion of the court, it is expected that the court will
order the withdrawal and/or dismissal of the Winding-up Petition. In this
scenario the Company will continue as a going concern, the restoration of
trading in the ordinary shares of the Company will be announced as soon as
practicable (probably intraday) and the Proposal will come into effect
immediately.

 

7.00 a.m. on 27 July 2023          If the court approves the
Winding-up Petition and makes the winding-up order, cancellation of the
Company's ordinary shares from trading on AIM will become effective as
previously disclosed

 

 

As soon as practicable after the court hearing on 26 July 2023 the Company
will make a further announcement, as appropriate.

 

 

Enquiries:

 

Itsarm
plc
Via Hudson Sandler

Jim Sharp, Chairman

Rich Monaghan, Chief Financial Officer

 

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

David Craven

David is an experienced board level executive who has been involved in the
expansion and successful exits of many recognised groups.

 

He has significant and broad commercial experience, having held senior
executive roles with News Corporation, UPC Media, BT, Sky and Allwyn. David
was joint MD of the Tote, the Government statutory betting monopoly for six
years, driving its privatisation and has held senior executive roles at UK
Betting Plc and Wembley Plc. David was a co-founder of broadband and
interactive TV media group UPC Chello which was floated in 1999 at a valuation
of c.$1 billion.

 

David managed a portfolio of investments for the Tavistock Group delivering
significant returns through his Chairmanship of Turf TV and asset-backed
lender, the Ultimate Finance Group. He was appointed CEO of DCD Media Plc in
November 2012 and Executive Chairman in January 2013 and successfully sold the
business in 2021. As Chief Executive Officer of Allwyn, David recently led the
company in its successful bid to operate the UK Fourth National Lottery
Licence and the subsequent buyout of incumbent operator Camelot following an
extensive bidding process.

 

Jean-Paul Rohan

Jean-Paul Rohan is a highly experienced commercial and business development
specialist, with hands-on executive experience of building businesses in
sports, media, games, wireless, broadband and digital TV markets on a European
and global basis.

 

He specialises in the commercial exploitation of brands across digital and
real-world mediums including games, internet, mobile platforms and digital
television, focusing on e-commerce and digital retailing.

 

As an independent consultant, Jean-Paul has helped numerous companies to
commercialise and deliver their commerce services to mobile devices, PCs and
interactive TV, working closely with content owners to exploit their
intellectual property right and drive new revenues from end users.

 

Jean-Paul has held senior positions and been a founder of a number of
successful businesses including NetChannel, the first company in the UK to
deliver internet access and interactive services to TV sets via set top boxes,
and UPC Chello, a broadband and interactive TV media group. He was previously
a non-executive Director of AIM listed DCD Media Plc.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDZGZNGFNGFZZ