REG - Parity Group PLC - Completion of Disposal, Change of Name & Website

PartwayAnnouncement

08/12/2023 14:45

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RNS Number : 2270W  Parity Group PLC  08 December 2023

8 December 2023

 

 

 

Parity Group Plc

("Parity" or the "Company")

 

 

Completion of Disposal of Parity Professionals Limited

 

Change of Name

&

Change of Website Address

 

Further to the passing of the resolutions at the general meeting regarding the
Company's disposal of Parity Professionals Limited ("PPL") (the "Disposal")
and the change of name to Partway Group plc ("Name Change"), the Company
confirms that the Disposal has now completed ("Completion"). In accordance
with the SPA, the £2 million initial consideration has been paid to the
Company by the Purchaser.

As detailed in the announcement dated 21 November 2023, £1 million has been
retained by the Purchaser to set off against the expected negative working
capital position of PPL as at Completion and other minor adjustments.  That
working capital position will be determined from a set of completion accounts
that will be agreed following Completion.  To the extent that PPL's negative
working capital position at Completion is less than £1 million, the
difference will be paid by the Purchaser to PHL and to the extent that PPL's
negative working capital position at Completion is greater than £1 million,
the difference will be paid by PHL to the Purchaser.

AIM Rule 15

Following Completion of the Disposal, the Company has ceased to own, control,
or conduct all or substantially all its previous trading business, activities
or assets and has today become an AIM Rule 15 cash shell. As such, the Company
will be required to make an acquisition or acquisitions which constitute a
reverse takeover under AIM Rule 14 (including seeking a re-admission as an
investing company (as defined under the AIM Rules)) on or before the date
falling six months from Completion and be re-admitted to trading on AIM,
either as an investing company under the AIM Rules for Companies (the "AIM
Rules") (which requires the raising of at least £6 million) or as an
operating company (having completed a transaction that constitutes a reverse
takeover, pursuant to AIM Rule 14), failing which the Company's ordinary
shares would then be suspended from trading on AIM pursuant to AIM Rule 40.

Accordingly, the Company will evaluate opportunities in the sectors the
directors consider appropriate, seeking to identify one or more projects or
assets which the Company can acquire, which would constitute a reverse
takeover under AIM Rule 14. The directors will use the initial consideration
received in respect of the Disposal  to fund the costs of pursuing a reverse
takeover under AIM Rule 14 and provide ongoing working capital for the
Company.

Any reverse takeover transaction will require the publication of an AIM Rules
compliant admission document and will be subject to shareholder approval at a
further general meeting of the Company to be convened at the appropriate time.

Name Change

The Company also announces that the Name Change to Partway Group Plc has now
occurred.  The change of name will take effect on the AIM market of the
London Stock Exchange from 8.00 a.m. on 11 December 2023.

The Company's TIDM, ISIN and SEDOL numbers will remain unchanged.

Shareholders are unaffected by the changes and existing share certificates
will remain valid and should be retained.

AIM Rule 26 Website Change

The Company also announces that its investor relations website information is
now to be hosted at: www.partway.net (http://partway.net) . The Company's AIM
Rule 26 disclosure can be found at www.partway.net/aim-rule-26/
(https://partway.net/aim-rule-26/) .

Unless otherwise defined, terms used in this announcement have the defined
meaning given to them in the circular sent to shareholders, dated 21
November 2023.

 

 Contacts

 Parity Group plc                                        Tel: + 44 (0) 20 8171 1729

 Mark Braund, Executive Chairman                         www.parity.net
 Mike Johns, Chief Financial Officer

 Allenby Capital Limited (Nominated Adviser and Broker)  Tel: +44 (0) 20 3328 5656

 David Hart / Dan Dearden-Williams (Corporate Finance)
 Tony Quirke (Sales and Corporate Broking)

 

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