REG - Quiz PLC - Proposed Cancellation of trading on AIM

QuizAnnouncement

20/12/2024 17:45

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RNS Number : 0099R  Quiz PLC  20 December 2024

20 December 2024

 

QUIZ Plc

("QUIZ", the "Company" or the "Group")

 

Proposed Cancellation of Admission to trading on AIM

Re-registration as a Private Limited Company

Amendment of Articles

Notice of General Meeting

QUIZ, the omni-channel fashion brand, today announces the proposed voluntary
cancellation of the admission of its ordinary shares of £0.003 each
("Ordinary Shares") from trading on AIM (the "Cancellation"), pursuant to Rule
41 of the AIM Rules for Companies (the "AIM Rules") and re-registration of
the Company as a private limited company (the "Re-registration").

 

A circular (the "Circular") will be posted to Shareholders on 23 December
2024, and includes notice of a General Meeting of the Company which is being
convened for 11.00am on 8 January 2025 (the the "General Meeting") at 61
Hydepark Street, Glasgow, G3 8BW for the purposes of considering and, if
thought fit, passing the requisite shareholder resolution to approve the
Cancellation (the "Cancellation Resolution"). In accordance with the
requirements of Rule 41 of the AIM Rules, 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) at the General Meeting.

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 23
January 2025.

The Company has received irrevocable undertakings to vote in favour of the
Resolutions from all Directors and family members of Tarak Ramzan, the Group's
founder, including Nusrat Ramzan, Kasim Akram, Omar Aziz, Haris Ramzan and
Mussarat Ramzan. In addition the Company has received irrevocable undertakings
from Tajveer Gill and Amraj Gill in respect of 21,600,000 Ordinary Shares in
which they are legally and beneficially interested. In aggregate, the
irrevocable undertakings to vote in favour of the Resolutions set out in the
Circular represent approximately 66.74 per cent. of the Company's issued share
capital.

The Company is also seeking Shareholder approval at the General Meeting for
the amendment of the Current Articles.

 

Further information on the proposed Cancellation, the General Meeting and the
amendment to the Current Articles is set out below and in the Circular.

 
Reasons for proposed Cancellation, Re-Registration, and amendment of Articles

Following the Company's Strategic Review at the end of 2023, continued
difficult trading environment and weak share price performance, the Company
has conducted a thorough review of the benefits and drawbacks of retaining
Quiz's listing on AIM. The Directors believe that Cancellation will be in the
best interests of the Company and its Shareholders. In reaching this
conclusion the Board has considered the following key factors.

·    The considerable cost, management time and the legal and regulatory
burden associated with maintaining the Company's admission to trading on AIM:
The considerable cost associated with maintaining the admission of the
Ordinary Shares (such as nominated adviser and broker fees, London Stock
Exchange fees and the costs associated with being a quoted company in having
perceived higher level of corporate governance and audit scope) are, in the
Board's opinion, disproportionately high, compared to the benefits.  The
Directors believe the time and cost savings associated with the Cancellation
and Re-registration could be better utilised for the benefit of the Company
providing an extended cash runway to capitalise on growth opportunities.

·    Business cost base: Further to an initial review with its advisors,
who the Company has appointed to consider options available to the Group,
indications are the business requires to address its cost base to achieve a
profitable foundation. The Board therefore believes it is more appropriate and
practical to undergo any changes as a private limited company without the
constraints of announcement obligations and significant confidentiality
constraints.

·    Challenging financial market conditions: Macro-economic factors
including cost inflationary pressures and low consumer confidence have
cultivated a difficult trading environment, with the Company experiencing
declines in traffic both in-store and online in recent years. The expected
impact of post-Budget higher payroll costs has provided an uncertain economic
outlook for the Company, amidst an increasingly competitive fast-fashion
retail landscape.

·    Limited free float and lack of liquidity of the Ordinary Shares: The
Directors believe the current levels of liquidity in trading of the Company's
Ordinary Shares on AIM do not, in itself, offer investors the opportunity to
trade in meaningful volumes or with frequency within an active market. In
conjunction with the difficult trading environment highlighted in the point
above, this has negatively affected the share price of Quiz and therefore its
market capitalisation, which the Directors does not believe accurately
reflects potential or underlying prospects of the business.

·    Board changes: The Group currently operates with a lean board
structure with two independent non-executive directors and three executive
directors.  The Group has previously announced that it was seeking an
additional experienced independent non-executive director and that recruitment
is underway to replace Gerry Sweeney as Chief Financial Officer when he steps
down in 2025. Operating as private company will provide greater flexibility as
to board structure potentially including financial benefits.

·    Access to capital: Tarak Ramzan, the majority shareholder with a
20.38% shareholding has proposed to provide a £1.0 million loan facility to
provide additional liquidity headroom for working capital purposes. However
this remains subject to approval from the Group's main lender. Subject to
trading and /or provision of this loan, the Group anticipates that additional
funding will be required in the first quarter of 2025 but believe maintaining
a listing on AIM is not likely to provide significant additional or more cost
effective options for funding.

·    Support for delisting: The Company has obtained irrevocable
commitments for the Cancellation and Re-registration from certain of its
largest Shareholders representing in aggregate approximately 66.74 per cent.
of the Company's current issued share capital.

 

All current non-executive directors of the Company propose to resign upon
Cancellation and Gerry Sweeney, Chief Financial Officer and Company Secretary,
intends to step down from his position but will remain with the Company until
31 March 2025 to ensure a steady transition of responsibilities to his
successor, as stated in a Company announcement on 11 October 2024.

 

The Company is seeking to make 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 Resolutions are passed. The Matched
Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed
representative of Prosper Capital LLP, which is authorised and regulated by
the FCA.

 

A copy of this announcement and the Circular will be made available on the
Company's website at www.quizgroup.co.uk (http://www.quizgroup.co.uk) .

 

Capitalised terms used but not defined in this announcement shall have the
same meanings as are given to such terms in the Circular.

 

Enquiries:

 

 QUIZ plc                                 Via Hudson Sandler
 Sheraz Ramzan, Chief Executive Officer

 Gerry Sweeney, Chief Financial Officer

 Panmure Liberum                          +44 (0) 207 886 2500

 (Nominated Adviser and Sole Broker)

 Emma Earl, Ailsa Macmaster

 Rupert Dearden

 Hudson Sandler LLP (Public Relations)    +44 (0) 207 796 4133
 Alex Brennan                             quiz@hudsonsandler.com (mailto:quiz@hudsonsandler.com)

 Emily Brooker

 

 

Appendix 1

 

Extracts from the Circular

 

Background and context to the Cancellation

Quiz is an omni-channel women's fashion brand, specialising in occasion wear
and dressy casual wear. The Group's buying and design team constantly develop
its own product line to respond quickly to ever-changing social media fashion
trends and deliver stylish and affordable products to consumers. The brand
operates through an omni-channel business model, which encompasses online,
standalone stores, concessions, international franchises, third party online
partners and wholesale. Quiz has more than 60 stores and 40 concessions in the
UK.

The Company's Ordinary Shares have been admitted to trading on AIM since its
initial public offering ("IPO") in July 2017 with the Group's revenue growing
from £89.8m at the time of IPO to £130.8m in 2019. Following the very
significant impact of Covid on the Group's revenue from 2020 and subsequent
restructuring of the Group's store portfolio revenues partially recovered and
grew to £91.7m in the year ended 31 March 2023. Subsequently customer demand
was impacted by the widely reported cost of living and inflationary pressures
with revenue declining to £82.0 million during the 2024 financial year with
the Group generating a loss in comparison to a profit in the prior period.
Given the ongoing decline in customer demand, revenue in the year ended 31
March 2025 is expected to be below 2024 revenue.

As a consequence of the challenging trading environment and impact on Group
revenue, on 5 December 2023, the Company initiated a review of strategic
options (the "Strategic Review") available to the Company to maximise
shareholder value. The Strategic Review considered a range of factors,
including but not limited to, a refreshed business plan, management team and
leadership and funding requirements and availability. On 28 March 2024, the
Company announced an update as part of the Strategic Review, Tarak Ramzan, CEO
and founder of Quiz, stepped down as CEO to become a non-executive director
and Sheraz Ramzan, previously Chief Commercial Officer, was appointed as CEO
to implement a turnaround strategy, with the aim to recalibrate the business
back into profitable growth. In 2024, the Group implemented a number of
strategic initiatives such as restructuring the Buying and Merchandising
function and a refreshed marketing brand and social media activity.

Despite the steps taken, since announcing the Strategic Review, the Group has
continued to experience a decline in customer traffic both online and instore
compared to the same period in the prior year, with a notable decline in
traffic and footfall in November a key period for retailers. The Company
expects to report an unaudited pre-tax loss prior to any non-recurring charges
of c.£ 4.1m for the six months ended 30 September 2024. The Board expect that
trading will continue to prove challenging for the sector throughout 2025
calendar year with continuing macro-economic headwinds from the continuation
of the cost of living crisis, the ongoing impact of high business rates, above
inflation increases to other costs, low consumer confidence as well as the
impact of the increase to the National Living Wage and Employer's National
Insurance arrangements.

The Group has continued to proactively manage its cost base and seek further
opportunities to improve its financial performance but the cash runway for the
business has been impacted by recent performance with revenues having been
lower than expected in the period leading up to 30 November 2024, as noted in
the Company's recent announcement on 6 December 2024. As at 5 December 2024,
the Group had net borrowings of £2.8 million and total liquidity headroom of
£1.2 million.  The Group has £4.0 million of bank facilities (which are
scheduled to expire on 30 June 2025 and are subject to annual renewal).
Subject to the trading performance of the critical pre-and-post-Christmas
period, the Group's existing bank facilities could be fully utilised in the
first quarter of 2025.

Although demand in December has shown signs of improvement with online
revenues broadly consistent with the prior year on a like-for-like basis,
sales in store continue to trend behind those achieved last year. Total
revenue to date continues to fall short of management's expectations and has
not compensated for the shortfall in revenue experienced in November.

The Company previously announced, on 29 August 2024, that Tarak Ramzan, the
Group's founder, and largest shareholder, proposed to provide the Company with
a £1.0 million secured loan facility to provide additional liquidity headroom
for working capital purposes. The agreement in relation to the loan remains
outstanding and is awaiting approval from the provider of the Company's
banking facilities, (who are required to approve any subsequent security over
the assets of the Group).

Given the decline in revenue during the key trading month of November 2024 and
the requirement to improve the liquidity of the business the Board is
reviewing the Group's options and has engaged advisors to consider appropriate
options in particular as to the Group's structure and cost base. The Board is
focused on ensuring the Group has sufficient working capital to take the Group
through to growth (albeit this cannot be guaranteed). In particular, the Board
considers that operating as a private limited company could provide the
flexibility and confidentiality necessary to implement these changes
effectively as the Company can focus on the long-term transformation of the
business without the immediate pressures and scrutiny of public markets.

Process for, and principal effects of, the Cancellation
 

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares in the event that the Cancellation is approved and
becomes effective. Such Shareholders should consider selling their interests
in the market prior to the Cancellation becoming effective. However, should
the Cancellation become effective, the Company intends to implement a Matched
Bargain Facility with a third party which would facilitate Shareholders buying
and selling Ordinary Shares on a matched bargain basis following Cancellation.

Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of the Cancellation. Additionally, the Cancellation will
not take effect until at least five clear Business Days have passed following
the passing of the Cancellation Resolution. If the Cancellation Resolution is
passed at the General Meeting, it is proposed that the last day of trading in
the Ordinary Shares on AIM will be 22 January 2025 and that the Cancellation
will take effect at 7.00 a.m. on 23 January 2025.

If the Cancellation becomes effective, Panmure Liberum will cease to be the
nominated adviser of the Company and the Company will no longer be required to
comply with the AIM Rules.

Under the AIM Rules, it is a requirement that the Cancellation Resolution must
be approved by Shareholders holding not less than 75 per cent. of votes cast
by Shareholders at the General Meeting.

Under an existing relationship agreement with Panmure Liberum, the family
concert party of the largest shareholder Tarak Ramzan and other members of the
Ramzan family (the "Concert Party") is unable to vote on a delisting
resolution (which would require 75% of votes cast) without Panmure Liberum's
consent.  Panmure Liberum has accordingly provided consent to the independent
directors of Quiz to allow the majority shareholders to vote in favour of the
Cancellation Resolution as it believes the Cancellation Resolution is a
reasonable step to take for the reasons outlined above.

Accordingly, the Notice of General Meeting, set out in at the end of this
Document, contains a special resolution to approve the Cancellation.

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 Ordinary Shares (other than any limited
off-market mechanism provided by the Matched Bargain Facility), and no price
will be publicly quoted for the Ordinary Shares;

•       it is possible that, following the publication of this
Document, the liquidity and marketability of the Ordinary Shares may be
significantly reduced, and their value adversely affected (however, as set out
above, the Directors believe that the existing liquidity in the Ordinary
Shares is, in any event, limited);

•       the Ordinary Shares may be more difficult to sell compared to
shares of companies traded on AIM (or any other recognised market or trading
exchange);

•       in the absence of a formal market and quoted price, it may be
difficult for Shareholders to determine the market value of their investment
in the Company at any given time;

•       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 the period,
and on the basis;

•       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 acquisitions and disposals;

•       the levels of disclosure and corporate governance within the
Company may 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;

•       Panmure Liberum will cease to be nominated adviser to the
Company;

•       whilst the Company's CREST facility will remain in place
immediately post the Cancellation, 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 may 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 and Re-registration 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 Jersey in accordance with and subject to the
Companies Law, notwithstanding the Cancellation. The Resolutions to be
proposed at the General Meeting include the amendment of the Current Articles,
with effect from the Re-registration. A copy of the Amended Articles will be
available at www.quizgroup.co.uk and a summary of the key proposed changes is
included at Part II of the Circular.

 

Provision of information, services and facilities following the Cancellation

The Company currently intends to continue to provide certain information,
services and facilities to Shareholders following the Cancellation. The
Company will:

·    continue to communicate information about the Company (including
annual accounts) to its Shareholders, as required by the Companies Law;

·    continue, for at least 12 months following the Cancellation, to
maintain its website, www.quizgroup.co.uk and to post updates on the website
from time to time, although Shareholders should be aware that there will be no
obligation on the Company to include all of the information required under the
Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the
website as currently required by the AIM Rules; and

·    seek to make available to Shareholders, through JP Jenkins, the
Matched Bargain Facility (as further described in the Circular) which would
allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis
following the Cancellation.

 

Transactions in the Ordinary Shares prior to and post the proposed Cancellation
Prior to the Cancellation

Shareholders should note that they are able to continue trading in the
Ordinary Shares on AIM prior to the Cancellation.

 

Following the Cancellation

The Company is seeking to make 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 Resolutions are passed. The Matched
Bargain Facility would be provided by JP Jenkins. JP Jenkins 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 would 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.quizgroup.co.uk.
(http://www.quizgroup.co.uk.)

It is intended that the Matched Bargain Facility will operate for a minimum of
six months after the Cancellation. The Directors' current intention is that it
will continue beyond that time, but Shareholders should note there remains a
risk that the Matched Bargain Facility may not have been put in place at the
time of Cancellation, or if it is, it may not remain in place for an extended
period of time and therefore inhibit the ability to trade the Ordinary Shares.
Further details will be communicated to Shareholders at the relevant time.

Irrevocable Undertakings

The Company has received irrevocable undertakings from the Concert Party and
all Directors to vote in favour of the Resolutions, in respect of all Ordinary
Shares held by each of them (or in which they are interested) on the date of
the General Meeting and currently amounting to 61,309,059 Ordinary Shares in
aggregate, representing approximately 49.35 per cent. of the Existing Ordinary
Shares.  In addition, the Company has received irrevocable undertakings from
Tajveer Gill and Amraj Gill in respect of 21,600,000 Ordinary Shares in which
they are beneficially interested, representing approximately 17.39 per cent.
of the Existing Ordinary Shares.

Accordingly in aggregate, the Company has received irrevocable undertakings to
vote in favour of the Resolutions in respect of 82,909,059 Ordinary Shares
representing approximately 66.74 per cent. of the Existing Ordinary Shares.

In light of these irrevocable undertakings, the Directors believe it is likely
that the Resolutions will be passed at the General Meeting. However
Shareholders should be aware that looking ahead, the Group's financial
position is highly dependent on a combination of improved trading conditions
and reducing its cost base to achieve a profitable foundation. Given this,
the factors highlighted in Going Concern basis adopted in the Group's annual
accounts for the year ended 31 March 2024 remain applicable and there remains
a material uncertainty that may cast significant doubt on the Group's ability
to continue as a going concern. In light of the above, the Directors believe
that it is important that Shareholders pass the Resolutions.

Pursuant to the terms of the irrevocable undertaking entered into by Tajveer
Gill and Amraj Gill, for so long as they remain beneficially interested in
Ordinary Shares representing not less than 15% of the Existing Ordinary Shares
at the time of Cancellation, they will be entitled to appoint one person as a
director of the Company . Such a director will be a non-executive director and
not entitled to receive remuneration.

 

Action to be taken

A Form of Proxy will be enclosed with the Circular for use by Shareholders. in
connection with the General Meeting. To be valid, Forms of Proxy, completed in
accordance with the instructions printed thereon, must be received by the
Company's registrars, Link Group, at PXS 1, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, as soon as possible but in any event by no later than
11.00am on 6 January 2025. Shareholders who hold their Ordinary Shares in
uncertificated form in CREST may alternatively use the CREST proxy voting
service in accordance with the procedures set out in the CREST Manual as
explained in the notes accompanying the Notice of General Meeting at the end
of this Document. Proxies submitted via CREST must be received by the
Company's registrars, Link Group, by no later than 11.00am on 6 January 2025.
Alternatively, you may register your appointment of a proxy electronically by
using the Link Investor Centre app or by accessing the web browser at
https://investorcentre.linkgroup.co.uk/Login/Login. If you are an
institutional investor you may also be able to appoint a proxy electronically
via the Proxymity platform, a process which has been agreed by the Company and
approved by the Registrar. For further information regarding Proxymity, please
go to www.proxymity.io. Electronic proxy appointments must be received by
11.00am on 6 January 2025.

Shareholders are encouraged to appoint the chair of the General Meeting as
their proxy with directions as to how to cast their vote on the Resolutions
proposed. The appointment of a proxy will not preclude Shareholders from
attending and voting at the General Meeting in person should they so wish.

Further details relating to voting will be set out in the Circular.

 

Recommendation
 

For the reasons set out in this announcement and the Circular, the Directors
consider that the Cancellation is in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions as they intend to do in respect
of their own shareholdings of 32,731,347 Ordinary Shares, representing
approximately 26.35 per cent. of the Existing Ordinary Shares.

 

 

Appendix 2

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                               Time and/or date(1)(2)
 Announcement of AIM Delisting and Publication of Circular           Intraday on 20 December 2024
 Posting of Circular                                                 23 December 2024
 Latest time for receipt of proxy appointments in respect            11.00am on 6 January 2025
 General Meeting                                                     11.00am on 8 January 2025
 Announcement of result of General Meeting                           8 January 2025
 Last day of dealings in Ordinary Shares on AIM                      22 January 2025
 Cancellation of admission of the Ordinary Shares to trading on AIM  7.00am on 23 January 2025
 Matched Bargain Facility for Ordinary Shares commences              23 January 2025
 Expected re-registration as a private company                       Week commencing 27 January 2025

 

Notes:

(1)   All of the times referred to in this Document refer to London time,
unless otherwise stated.

(2)   Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised times and
dates will be notified to Shareholders by an announcement through a Regulatory
Information Service.

 

 

Definitions

 

The following definitions apply throughout this announcement, unless the
context requires otherwise:

 

 "AIM"                       AIM, the market operated by the London Stock Exchange;
 "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 to be proposed at the General Meeting;
 "Concert Party"             the family concert party of the largest shareholder Tarak Ramzan and other
                             members of the Ramzan family, together holding in aggregate 48.68% of the
                             Ordinary Shares;
 "Company" or "Quiz"         Quiz plc, a company incorporated in the Island of Jersey with registered
                             number 123460;
 "Directors" or "Board"      the directors of the Company, whose names are set out in Part I of this
                             Document;
 "Existing Ordinary Shares"  the 124,230,905 existing Ordinary Shares in the capital of the Company;
 "General Meeting"           the general meeting of the Company convened at 11.00 on 8 January 2025;
 "Ordinary Shares"           the ordinary shares of £0.003 each in the capital of the Company;
 "Re-registration"           the proposed re-registration of the Company as a private limited company;

 "Resolutions"               the resolutions to be proposed at the General Meeting as set out in the notice
                             of the General Meeting; and
 "Shareholders"              holders of Ordinary Shares from time to time.

 A reference to "£" pounds sterling, being the lawful currency of the UK.

 

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