REG - Itsarm PLC - Result of Adjourned GM & Restoration of trading

ItsarmAnnouncement

26/05/2023 10:00

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RNS Number : 8167A  Itsarm PLC  26 May 2023

For immediate release

 

26 May 2023

 

Itsarm plc

 

Result of Adjourned General Meeting

and

Restoration of trading

 

Itsarm plc (AIM: ITS) ("Itsarm" or the "Company") announces that, at the
adjourned general meeting held earlier today (the "Adjourned General
Meeting"), the proposed resolutions relating to the Cancellation and placing
the Company into a members voluntarily liquidation process were not passed by
the requisite majorities.

As a result, the Company will remain quoted on AIM as an AIM Rule 15 cash
shell and the proposed Cancellation on 30 May 2023 will not take place.
Trading in the Company's Ordinary Shares, which were suspended at 7.30 a.m.
this morning pending the outcome of the Adjourned General Meeting, will be
restored immediately upon the publication of this announcement.

The full text of each of the Resolutions is set out in the Company's circular
to shareholders dated 26 April 2023 (the "Circular"), which is available on
the Company's website at www.itsarmplc.co.uk (http://www.itsarmplc.co.uk) .
 Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Circular.

The following table sets out the total number of votes cast on each
Resolution.

 

    RESOLUTION                                                                     VOTES FOR          VOTES AGAINST        TOTAL VOTES           WITHHELD
                                                                                   Number      %      Number      %        Number      % of ISC  Number
 1  THAT, conditional on Resolution 3 being approved, the Company be wound up      18,538,567  61.84  11,438,824  38.16    29,977,391  57.10     2,999
    voluntarily
 2  THAT, conditional on Resolution 3 being approved, the Liquidators be           19,719,290  65.78  10,258,101  34.22    29,977,391  57.10     2,999
    authorised to distribute the whole or any parts of the assets of the Company
 3  THAT, conditional on Resolutions 1, 2, 4-9 (inclusive) being approved, the     19,319,290  64.45  10,658,101  35.55    29,977,391  57.10     2,999
    cancellation of the admission to trading on AIM of the ordinary shares be
    approved
 4  THAT, conditional on Resolution 3 being approved, Emma Cray, Jen Whatcott and  18,528,567  61.81  11,448,824  38.19    29,977,391  57.10     2,999
    Steven Sherry be appointed Liquidators of the Company
 5  THAT, conditional on Resolution 3 being approved, the Liquidators' fees be     18,528,567  61.81  11,448,824  38.19    29,977,391  57.10     2,999
    determined
 6  THAT, conditional on Resolution 3 being approved, the Liquidators be           19,719,290  65.78  10,258,101  34.22    29,977,391  57.10     2,999
    authorised to exercise the powers set out in the Insolvency Act 1986
 7  THAT, conditional on Resolution 3 being approved, the Company's books and      19,719,290  65.78  10,258,101  34.22    29,977,391  57.10     2,999
    records be held by the members to the order of the Liquidators
 8  THAT, conditional on Resolution 3 being approved, certificate copies of the    19,719,290  65.78  10,258,101  34.22    29,977,391  57.10     2,999
    resolutions passed be signed by James Sharp for and on behalf of the members
 9  THAT the minimum number of directors of the Company shall be two and any acts  19,744,290  65.86  10,233,101  34.14    29,977,391  57.10     2,999
    previously carried out by two Directors be ratified

 

Notes

1.             Any proxy appointments which gave discretion to the
Chairman have been included in the "Votes For" total.

2.             A "Vote Withheld" is not a valid vote in English
law and was not counted in the calculation of the proportion of the votes
"For" or "Against" a resolution.

3.             As at the date on which members had to be entered
in the register of members of the Company in order to be entitled to attend
and vote at the Adjourned General Meeting, the issued share capital of the
Company (the "ISC") was 52,499,998 Ordinary Shares.

 

Trading and corporate update

As of 25 May 2023, the Company had cash of approximately £248,000 (25 April
2023: £516,000) with contractual liabilities of approximately £72,000 (25
April 2023: £231,000). The Company has no trade but relatively significant
on-going expenses.

Given the Company's cash position, its current contractual liabilities, the
contingent liabilities it has to consider and the ongoing cost run-rate, the
Directors, in consultation with the Company's advisers, are assessing the
solvency of the Company and a further announcement will be made as soon as is
practicably possible. It should be noted that the Company has to assess the
costs and timelines involved in any insolvent liquidation process when
assessing its current solvency position.

As previously stated, the Company does not intend to enter into an acquisition
or acquisitions which constitute a reverse takeover under Rule 14 of the AIM
Rules. Furthermore, no approach has been received from any third-party
presenting a credible option for the Company to undertake such a transaction
since becoming a cash shell and the Company is not actively seeking such a
solution. Similarly, the Company has not received any proposals to provide
additional funding to the Company since becoming a cash shell.

 

 

Enquiries:

 

 Itsarm                                                                                        via Hudson Sandler
 plc

 Jim Sharp, Director

 Richard 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

 

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