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RNS Number : 6739U Mobile Tornado Group PLC 11 August 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
11 August 2025
Mobile Tornado Group plc
("Mobile Tornado", the "Company" or the "Group")
Proposed cancellation of admission of the Ordinary Shares to trading on AIM
Proposed re-registration as a private limited company and adoption of New
Articles
and
Notice of General Meeting
Mobile Tornado (AIM: MBT), a leading provider of resource management mobile
solutions to the enterprise market, announces the proposed cancellation of
admission of its Ordinary Shares to trading on AIM, its proposed
re-registration as a private limited company and the proposed adoption of new
articles of association.
As detailed further below, the Directors consider that it is in the best
interests of the Company and its Shareholders taken as a whole to cancel the
admission of the Ordinary Shares to trading on AIM. A circular (the
"Circular") will be sent to Shareholders today and will shortly be available
on the Company's website, www.mobiletornado.com
(http://www.mobiletornado.com) , setting out the background to and reasons for
the proposed Cancellation and Re-Registration and containing a notice of
General Meeting. Extracts from the Circular are set out, without material
amendment, below.
The Cancellation is conditional upon the approval of not less than 75 per cent
of the votes cast by Shareholders (whether present in person or by proxy) in
respect of the Cancellation Resolution at the General Meeting. The General
Meeting is being convened at the offices of Mobile Tornado at Copthall Bridge,
59 Station Parade, Harrogate, HG1 1TT at 10:00 a.m. UK time on 1 September
2025.
Pursuant to Rule 41 of the AIM Rules, the Company through its nominated
adviser, Allenby Capital Limited, has notified the London Stock Exchange of
the date of the proposed Cancellation which is expected to become effective at
7.00 a.m. on 9 September 2025 if the Cancellation Resolution is passed at the
General Meeting.
Enquiries:
Mobile Tornado Group plc +44 (0)7734 475 888
Jeremy Fenn, Chairman www.mobiletornado.com (http://www.mobiletornado.com/)
Luke Wilkinson, CEO
Allenby Capital Limited (Nominated Adviser & Broker) +44 (0)20 3328 5656
James Reeve/Piers Shimwell (Corporate Finance)
David Johnson (Sales and Corporate Broking)
EXTRACTS FROM THE CIRCULAR
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Announcement of the proposed Cancellation and Re-registration 11 August 2025
Publication and posting of this Document and the Form of Proxy 11 August 2025
Latest time for receipt of proxy appointments in respect of the General 10:00 a.m. UK time on 28 August 2025
Meeting
General Meeting 10:00 a.m. UK time on 1 September 2025
Announcement of result of General Meeting 1 September 2025
Expected last day of dealings in Ordinary Shares on AIM 8 September 2025
Expected time and date of Cancellation 7.00 a.m. UK time on 9 September 2025
Expected date of re-registration as a private company By 23 September 2025
Each of the dates in the above timetable is subject to change at the absolute
discretion of the Company.
References to time in this Document and in the Form of Proxy are to UK time.
The timetable above assumes that the Resolutions set out in the Notice of
General Meeting will be passed.
Events listed in the above timetable following the General Meeting are
conditional on the Resolutions being passed at the General Meeting without
amendment.
If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by announcement through a Regulatory
Information Service.
LETTER FROM THE EXECUTIVE CHAIRMAN OF MOBILE TORNADO
1. Introduction
On 11 August 2025, the Company announced that the Directors have, after an
extensive review, concluded that, for the reasons set out in paragraph 2
below, it is in the best interests of the Company and its Shareholders to seek
Shareholders' approval for cancellation of the admission of the Ordinary
Shares to trading on AIM and for the Company to be re-registered as a private
limited company. In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of the proposed Cancellation,
being 9 September 2025.
The Company is seeking Shareholders' approval for the Cancellation and
Re-registration at the General Meeting, which has been convened for 10:00 a.m.
on 1 September 2025 at the Company's registered office at Copthall Bridge, 59
Station Parade, Harrogate, HG1 1TT. The Company is also seeking Shareholders'
approval at the General Meeting for the adoption of the New Articles.
If the Cancellation Resolution is passed at the General Meeting, it is
anticipated that the Cancellation will become effective at 7:00 a.m. on 9
September 2025. The Cancellation Resolution is conditional, pursuant to Rule
41 of the AIM Rules, upon the approval of Shareholders holding not less than
75 per cent. of the votes cast by Shareholders (whether present in person or
by proxy) at the General Meeting, notice of which is set out in the Circular.
The purpose of this Document is to provide information on the background to
and reasons for the proposed Cancellation and the Re-registration; to explain
the consequences of the Cancellation and the Re-registration; and provide
reasons why the Directors unanimously consider the Resolutions to be in the
best interests of the Company and its Shareholders as a whole.
2. Background to and reasons for the proposed Cancellation and
Re-Registration (including the adoption of the New Articles)
The Board has extensively reviewed and evaluated the benefits and drawbacks
for the Company and its Shareholders in retaining the admission to trading of
the Ordinary Shares on AIM. The Board has taken into consideration numerous
factors, both positive and negative, and considered the interests of all
Shareholders in reaching its decision. Following this review, the Board has
concluded that the continued admission to trading of the Ordinary Shares on
AIM is not appropriate and, accordingly, the Cancellation and Re-registration
are in the best interests of the Company and its Shareholders as a whole for
the reasons set out below.
· Costs and regulatory burden: The considerable cost and management
time and the legal and regulatory burden associated with maintaining the
Company's admission to trading on AIM is, in the Board's opinion,
disproportionate to the benefits of the Company's continued admission to
trading on AIM, particularly given the limited and inconsistent liquidity in
the Ordinary Shares as described below. Given the lower costs associated with
private limited company status, the Cancellation and Re-registration will
reduce the Company's recurring administrative and adviser costs which the
Board believes can be better spent supporting and investing in the Group's
business.
· Limited liquidity in the Ordinary Shares and high share price
volatility: There continues to be limited and inconsistent liquidity in the
Ordinary Shares, as a result of which small trades in the Ordinary Shares can
have a significant impact on price and, therefore, on the market valuation of
the Company. The Board believes that this, in turn, has a materially adverse
impact on the Company's ability to seek appropriate financing or realise an
appropriate value for any material future transactions. Moreover, the limited
liquidity in the Ordinary Shares makes it challenging for Shareholders of any
size to acquire additional Ordinary Shares or dispose of any Ordinary Shares
in the market at an attractive price.
· Corporate and strategic flexibility: The Board believes that a
private limited company can take and implement strategic decisions more
quickly than a company which is publicly traded as a result of the more
flexible regulatory regime that is applicable to a private company. This will
be advantageous in the Company's business development discussions which may
ultimately benefit the Company and Shareholders as a whole.
· Access to appropriate finance: The Board has concluded that as a
private limited company it will have broader access to specialty investors and
enhance the ability of the Company to raise any future capital required to
increase the value of its product portfolio for the benefit of all
Shareholders.
· Facilitation of a future sale process: The Board intends to seek
a buyer for the Company within the next two years. Operating as a private
limited company will streamline this process, as it will allow for greater
flexibility and confidentiality in negotiations, unencumbered by the
disclosure obligations and regulatory requirements of a publicly traded
company on a regulated exchange. This is expected to enhance the efficiency
and effectiveness of any potential sale process, ultimately benefiting the
Company and its Shareholders.
Trading update
Total turnover in the six-month period to 30 June 2025 decreased by 11% to
£0.95 million (H1 2024: £1.06 million). Recurring revenues remained broadly
stable in the period with the reported figure falling by 3% to £0.83 million
(H1 2024: £0.86 million), this being largely attributable to the appreciation
of sterling against the US dollar relative to the comparative period.
Administrative expenses before depreciation, amortisation, exceptional items
and exchange differences in the six-month period decreased by 10% to £1.07
million (H1 2024: £1.18 million), reflecting the consolidation of our R&D
operations into the UK which has delivered significant cost savings and
operational efficiencies. As a result, EBITDAE loss for the period decreased
to £0.13 million (H1 2024: loss of £0.15 million).
The Board's focus remains on growing recurring revenues and converting our
expanded pipeline into meaningful financial returns. We have continued to
expand our global partner network during the first half of this year and
whilst this has not yet fed thru into billable recurring revenues, we remain
cautiously optimistic that the business will be able to deliver an improved
set of financial results for full year 2025.
As a result of this review and following careful consideration, the Board has
unanimously concluded that the proposed Cancellation and Re-registration
(including the adoption of the New Articles) is in the best interests of the
Company and its Shareholders as a whole.
3. Process for, and principal effects of, Cancellation
Shareholders who wish to remain shareholders of Mobile Tornado following
Cancellation are welcome to do so. However, the Directors are aware that
certain Shareholders may be unable, or unwilling, to hold Ordinary Shares in a
private company in the event that the Cancellation is approved and becomes
effective. Such Shareholders may consider selling their Ordinary Shares in the
market prior to the Cancellation becoming effective.
Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock
Exchange to cancel the admission of its shares to trading on AIM to notify
shareholders and to separately inform the London Stock Exchange of its
preferred cancellation date at least 20 clear Business Days prior to such
date.
In accordance with AIM Rule 41, the Directors have notified the London Stock
Exchange of the Company's intention to cancel the Company's admission of its
Ordinary Shares to trading on AIM on 9 September 2025, subject to the
Cancellation Resolution being passed at the General Meeting. Accordingly, if
the Cancellation Resolution is passed at the General Meeting, the Cancellation
will become effective at 7.00 a.m. on 9 September 2025.
If the Cancellation becomes effective, Allenby Capital will cease to be the
nominated adviser of the Company pursuant to the AIM Rules and the Company
will no longer be required to comply with the AIM Rules. However, the Company
will remain subject to the Takeover Code, details of which are set out below.
Under the AIM Rules, it is a requirement that the Cancellation must be
approved via a special resolution by not less than 75 per cent. of votes cast
(by proxy or in person) at the General Meeting. Accordingly, the Notice of
General Meeting set out in the Circular contains the Cancellation Resolution.
The principal effects of the Cancellation will include the following:
· as a private company, there will be no formal market mechanism
enabling Shareholders to trade in the Ordinary Shares;
· there will be no formal market quote or live pricing for the
Ordinary Shares, therefore it will be more difficult to sell Ordinary Shares
or for Shareholders to determine the market value of their investment in the
Company, compared to shares of companies admitted to trading on AIM (or any
other recognised market or trading exchange);
· it is possible that immediately following the publication of this
Circular, the liquidity and marketability of the Ordinary Shares may be
significantly reduced and their value adversely affected (although the
Directors believe that the liquidity in the Ordinary Shares is currently and
has for some time been in any event limited);
· the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply
albeit the Company will remain subject to the Takeover Code for a period of
time (see below for more details);
· Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of price sensitive
information or certain events and the requirement that the Company seek
shareholder approval for certain corporate actions, where applicable,
including substantial transactions, reverse takeovers, related party
transactions and fundamental changes in the Company's business, including
certain types of acquisitions and disposals;
· the levels of disclosure and corporate governance within the
Company will not be as stringent as for a company quoted on AIM;
· the Company will no longer be subject to UK MAR regulating inside
information and other matters;
· the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules;
· Allenby Capital will cease to be nominated adviser and broker to
the Company for the purpose of the AIM Rules;
· whilst the Company's CREST facility will remain in place post the
Cancellation and it is anticipated that this will be maintained for at least
12 months, the Company's CREST facility may be cancelled in the future and,
although the Ordinary Shares will remain transferable, they may cease to be
transferable through CREST (in which case, Shareholders who hold Ordinary
Shares in CREST will receive share certificates);
· stamp duty will be due on transfers of shares and agreements to
transfer shares unless a relevant exemption or relief applies to a particular
transfer; and
· the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.
The above considerations are not exhaustive and Shareholders should seek their
own independent advice when assessing the likely impact of the Cancellation on
them.
For the avoidance of doubt, the Company will remain registered with the
Registrar of Companies in England & Wales in accordance with, and subject
to the Companies Act, notwithstanding the Cancellation and Re-registration.
The Resolutions to be proposed at the General Meeting include the adoption of
the New Articles, with effect from the Re-registration. A summary of the
principal differences between the Current Articles and the proposed New
Articles is included in Part II of the Circular. A copy of the New Articles
can be viewed at www.mobiletornado.com.
4. Transactions in the Ordinary Shares prior to and post Cancellation
Prior to the Cancellation
Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM up to the date of Cancellation. If the requisite
majority of Shareholders approve the Cancellation Resolution at the General
Meeting, it is anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 8 September 2025. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell their
Ordinary Shares.
Dealing and settlement arrangements post the Cancellation and Matched Bargain
Facility
In the event that the Cancellation proceeds, there will be no market facility
for dealing in the Ordinary Shares and no price will be publicly quoted for
Ordinary Shares as from close of business on 8 September 2025, assuming the
Cancellation Resolution is approved on 1 September 2025 at the General
Meeting. As such, interests in Ordinary Shares are unlikely thereafter to be
readily capable of sale and, where a buyer is identified, it may be difficult
to place a fair value on any such sale.
The Company has made arrangements for a Matched Bargain Facility to assist
Shareholders to trade in the Ordinary Shares to be put in place from the date
of the Cancellation, if the Cancellation Resolution is passed. The Matched
Bargain Facility will be provided by JP Jenkins. JP Jenkins is a trading name
of InfinitX Limited and is an appointed representative of Prosper Capital LLP,
which is authorised and regulated by the FCA.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire
or dispose of Ordinary Shares will be able to leave an indication with JP
Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with
members of the public), of the number of Ordinary Shares that they are
prepared to buy or sell at an agreed price. In the event that JP Jenkins is
able to match that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain (trade). Shareholdings remain
in CREST and can be traded during normal business hours via a UK regulated
stockbroker. Should the Cancellation become effective, and the Company puts in
place the Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at www.mobiletornado.com.
Shareholders will continue to be able to hold their shares in uncertificated
form (i.e. in CREST) and should check with their existing stockbroker whether
they are willing or able to trade in unquoted shares.
Shareholders should also be aware that the Matched Bargain Facility could be
withdrawn at a later date. The provision of a matched bargain facility will be
kept under review by the Board.
If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. As noted above, in the event
that Shareholders approve the Cancellation, it is anticipated that the last
day of dealings in the Ordinary Shares on AIM will be 8 September 2025 and
that the effective date of the Cancellation will be 9 September 2025.
5. Process for the Re-registration
Following Cancellation, the Directors believe that the requirements and
associated costs of the Company maintaining its public company status will be
difficult to justify and that the Company will benefit from the more
flexible requirements and lower costs associated with private limited company
status. It is therefore proposed to re-register the Company as a private
limited company. In connection with the Re-registration, it is proposed that
New Articles be adopted to reflect the change in the Company's status to a
private limited company. The principal effects of the Re-registration and the
adoption of the New Articles on the rights and obligations of Shareholders and
the Company are summarised in Part II of the Circular.
Under the Companies Act 2006, the Re-registration and the adoption of the New
Articles must be approved by not less than a 75 per cent. majority of the
votes cast at the General Meeting. Accordingly, the Notice of General Meeting
contains the Re-registration Resolution which will be proposed as a special
resolution.
Subject to and conditional upon the Cancellation and the passing of the
Re-registration Resolution, an application will be made to the Registrar of
Companies for the Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on Re-registration. The Registrar of Companies
will issue the certificate of incorporation on Re-registration when it is
satisfied that no valid application can be made to cancel the Re-registration
Resolution or that any such application to cancel the Re-registration
Resolution has been determined and confirmed by the Court. The New Articles
will be adopted with effect from the time at which the Re-registration becomes
effective.
6. The Takeover Code
The Takeover Code applies to any company which has its registered office in
the UK, the Channel Islands or the Isle of Man if any of its equity share
capital or other transferable securities carrying voting rights are admitted
to trading on a UK regulated market, a UK multilateral trading facility, or a
stock exchange in the Channel Islands or the Isle of Man. The Takeover Code
therefore applies to the Company as its securities are admitted to trading on
AIM, which is a UK multilateral trading facility.
The Takeover Code also applies to any company which has its registered office
in the UK, the Channel Islands or the Isle of Man if any of its securities
were admitted to trading on a UK regulated market, a UK multilateral trading
facility, or a stock exchange in the Channel Islands or the Isle of Man at any
time during the two years prior to the relevant date.
Accordingly, if the Cancellation and the Re-registration is approved by
Shareholders at the General Meeting and becomes effective, the Takeover Code
will continue to apply to the Company for a period of two years after the
Cancellation and the Re-registration, following which the Takeover Code will
cease to apply to the Company.
While the Takeover Code continues to apply to the Company, a mandatory cash
offer will be required to be made if either:
· a person acquires an interest in shares which, when taken
together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or
· a person, together with persons acting in concert with it, is
interested in shares which in the aggregate carry not less than 30% of the
voting rights of a company but does not hold shares carrying more than 50% of
such voting rights and such person, or any person acting in concert with it,
acquires an interest in any other shares which increases the percentage of
shares carrying voting rights in which it is interested.
Brief details of the Panel and the protections afforded by the Takeover Code
(which will cease to apply two years following the Cancellation and the
Re-registration) are set out in Part III of the Circular.
7. Options
The rights of certain individuals who hold options over Ordinary Shares will
be unaffected by the proposed Cancellation and Re-registration.
8. General Meeting
The notice convening the General Meeting to be held at the offices of Mobile
Tornado, Copthall Bridge, 59 Station Parade, Harrogate, HG1 1TT at 10:00 a.m.
UK time on 1 September 2025 is set out in the Circular.
Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.
Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the
General Meeting is a special resolution to re-register the Company as a
private limited company and to approve the adoption by the Company of the New
Articles.
DEFINTIONS
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the AIM Rules for Companies, as published and amended from time to time by the
London Stock Exchange;
"Allenby Capital" Allenby Capital Limited, the Company's nominated adviser and broker pursuant
to the AIM Rules;
"Business Day" a day (excluding Saturdays, Sundays and public holidays in England and Wales)
on which banks are generally open for the transaction of normal banking
business in London;
"Cancellation" the cancellation of admission of the Ordinary Shares to trading on AIM in
accordance with Rule 41 of the AIM Rules, subject to passing of the
Cancellation Resolution;
"Cancellation Resolution" Resolution 1 set out in the Notice of General Meeting;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Company" or "Mobile Tornado" Mobile Tornado Group Plc;
"CREST" the relevant system for the paperless settlement of trades and the holding of
uncertificated securities operated by Euroclear UK & International in
accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended);
"Current Articles" the existing articles of association of the Company adopted by special
resolution on 28 August 2013;
"Directors" or "Board" the directors of the Company, each a "Director";
"Disclosure Guidance and Transparency Rules" the disclosure rules and transparency rules made by the UK Financial Conduct
Authority pursuant to section 73A of the Financial Services and Markets Act
2000;
"Document" this document, containing information regarding the Cancellation, the
Re-registration, the adoption of the New Articles and the General Meeting;
"Euroclear UK & International" Euroclear UK & International Limited, the operator of CREST;
"Existing Ordinary Shares" the 438,969,415 Ordinary Shares in issue at the date of this Document;
"Form of Proxy" the form of proxy for use at the General Meeting which accompanies this
Document;
"General Meeting" or "GM" the general meeting of the Company to be held at the offices of Mobile Tornado
at Copthall Bridge, 59 Station Parade, Harrogate, HG1 1TT at 10:00 a.m. UK
time on 1 September 2025;
"Group" Mobile Tornado and its subsidiary undertakings (as such term is defined in
section 1162 of the Companies Act) from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Marched Bargain Facility" the matched bargain facility for dealings in Ordinary Shares to be operated by
JP Jenkins following the Cancellation;
"New Articles" the proposed new articles of association of the Company, a copy of which are
available to view at www.mobiletornado.com;
"Notice of General Meeting" the notice of General Meeting set out in the Circular;
"Ordinary Shares" the ordinary shares of 2.0p each in the capital of the Company;
"Panel" the Panel on Takeovers and Mergers;
"Registrars" MUFG Corporate Markets (UK) Limited, Central Square, 29 Wellington Street,
Leeds, LS1 4DL;
"Regulatory Information Service" has the meaning given to it in the AIM Rules;
"Re-registration" the proposed re-registration of the Company as a private limited company;
"Re-registration Resolution" Resolution 2 set out in the Notice of General Meeting;
"Resolutions" the resolutions set out in the Notice of General Meeting to be proposed at the
General Meeting;
"Shareholder(s)" holder(s) of Ordinary Shares;
"Takeover Code" the City Code on Takeovers and Mergers; and
"UK MAR" Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
16 April 2014 on market abuse to the extent that it forms part of the domestic
law of the United Kingdom including by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time).
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