REG - RegTech Open Project - Notice of Intention to Delist, Accounts and Update

REGTECH OPEN PROJECTAnnouncement

02/12/2024 10:30

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RNS Number : 4229O  RegTech Open Project PLC  02 December 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF DOMESTIC LAW OF THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK
MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

2 December 2024

 

 

 

RegTech Open Project plc
("RTOP" or the "Company")

 

Notice of Intention to Delist, Accounts and Update

RegTech Open Project plc (LSE: RTOP), a technology business specialised in the
automation, management, and optimisation of regulatory compliance operations,
refers to its shares (ISIN: GB00BS3BDY00) (the "Shares").

The Company hereby gives notice that, having extensively reviewed and
evaluated the advantages and disadvantages of a listing on the Equity Shares
(Transition) category of the Official List of the Financial Conduct Authority
("FCA") and trading of shares on the main market for listed securities of the
London Stock Exchange ("LSE"), the Board of Directors of the Company (the
"Board") has resolved to request that (i) the FCA cancels the listing of the
Company's Shares from the Official List maintained by the FCA, and (ii) the
LSE cancels the admission to trading of the Company's Shares on the LSE's main
market for listed securities (together, the "Delisting").

In accordance with Listing Rule 21.2.17R, the Company is required to give at
least 20 business days' notice of the Delisting. Accordingly, the Company
gives notice today of its intention to seek the Delisting tol become effective
on or around 31 December 2024, with the last date of trading of its Shares on
the LSE being on or around 30 December 2024.

As the Company is in the Equity Shares (Transition) category of issuers listed
on the Official List no shareholder approval is required for the Delisting.

To facilitate the changes summarised above and to prepare for the future, the
Company has agreed a plan (the "Transition Plan") the objectives of which are:

·     To engage a new Chief Executive Officer who will lead the business
and the preparation of a new business plan; the Company has already identified
a highly suitable individual for this role;

·     To raise additional capital with the support of the controlling
shareholder, in line with the new business plan and its working and growth
capital requirements;

·    To find an exit opportunity for shareholders in the Company who may
not wish to remain shareholders in the Company following the Delisting; and

·     To explore further opportunities and solutions to support the
business, taking into account the medium and longer term potential of the
Company.

There are no guarantees in relation to the elements of the Transition Plan; in
particular, the timing and identity of the Company's new Chief Executive
Officer, the amount and nature of additional capital to be raised, the future
working and growth capital requirements of the Company, and the nature and
timing of the exit opportunity for shareholders in the Company who may not
wish to remain shareholders in the Company following the Delisting.

In addition, the Company has applied for, and been granted, an extension by
Companies House for the filing of its year end accounts to 31 December 2024.

Reasons for the Delisting and further background

The decision to proceed with the Delisting was taken by the Board as part of a
short term cost reduction and liability management plan and a review of the
Company's longer term strategy and direction.  In taking its decision, the
Board took into account a number of key factors including (i) the current
funding position and the performance of the Shareholder Loan Agreement (the
"SLA") as indicated in the below table; (ii) current market conditions, which
are challenging for companies such as RTOP; (iii) the challenges in
implementing the Company's growth strategy in the listed issuer environment,
including the considerable management time and costs necessarily incurred by
the Company as a result of its listing, especially at this stage of the
Company's development; (iv) the resignation of all of the Company's executive
staff in London; (v) the current suspension of the Company's listing; and (vi)
the best path forward to continue to protect the position of creditors of the
Company, including maximising shareholder value and increasing the potential
for the long-term success of the Company.

The current position of the cash and payables components and the corresponding
accrued interest payable/receivable as at the date of this announcement are

                                                                             Original amount envisaged in the SLA disclosed in the Prospectus  Maximum amount envisaged under the SLA  Already drawn-down/ assigned  Funded/ assigned

 SLA components       (all amounts in £)
 Cash component A                   Basic working capital                    2,500,000                                                         2,500,000                               2,500,000                     1,752,678

 Cash component B Growth capital                                             3,500,000                                                         3,500,000                               3,500,000
 Total cash component                                                        6,000,000                                                         6,000,000                               6,000,000
 Payables component ((1))                                                    2,000,000                                                         3,600,000                               926,639                       926,639
 Total cash and payables principal amounts                                   8,000,000                                                         9,600,000                               6,926,639                     2,679,317

 Interest payable on cash component and payables component                                                                                                                                                           193,991
 Interest receivable on outstanding cash amounts drawn down but not yet                                                                                                                                              (610,631)
 received
 Total loan liability (including interest payable and receivable)                                                                                                                                                    2,262,677

Note: (1) An additional £603k of assignable payables is currently being
finalised subject to receiving confirmatory documentation and is not included
in the table above.

In addition, the Directors announce that they have received confirmation from
The AvantGarde Group S.p.A. ("TAG") that TAG had instructed the transfer to
the Company of £332,796.02 in funds by way of temporary funding.

The Company continues to rely on RegTech Open Project S.r.l. ("RegTech Italy")
and on TAG, in relation to both of which Mr Zamboni is the ultimate beneficial
owner, for funding. Mr Zamboni has made representations to the Company that
further funding will be received imminently by the Company.

In all the circumstances, as part of the Company's cost reduction and
liability management plan and review of its longer term strategy and
direction, including the Company's intention to become a private limited
company, and taking account of the factors identified above, the Directors
concluded that the Delisting is in the best interests of the Company, its
creditors and its shareholders as a whole.  Accordingly, the Board has
resolved to effect the Delisting with the intention of converting the Company
into a private limited company and to take the other steps summarised in this
announcement.

Implications of the Delisting

Following the Delisting, the English law governed relationship agreement
("Relationship Agreement") executed between the Company, TAG and RegTech Italy
(the "Parties") will be terminated.

The Parties had executed the Relationship Agreement on 21 August 2023 pursuant
to which it was agreed that each of TAG and RegTech Italy (which are both
ultimately beneficially owned by Mr Zamboni) would provide certain
undertakings to the Company for the purpose of ensuring that the business of
the Company would at all times be carried on in a manner which is independent
of TAG and RegTech Italy and their respective associates (as such term is
defined in the FCA's Listing Rules (the "Listing Rules"), each in its capacity
as a shareholder (both directly and indirectly) and any transactions or
arrangements between it (and/or any of its associates, as defined in the
Listing Rules, including Mr Zamboni) and the Company will be at arm's length
and on normal commercial terms.

Following the Delisting, the Company will no longer be subject to the
regulatory and statutory regime which applies to companies admitted to the
Equity Shares (Transition) category of the Official List of the FCA and traded
on the main market for listed securities of the LSE. As such, shareholders in
the Company will no longer be afforded the protections given by the rules and
regulations relating to admission to the Official List such as the requirement
to be notified of certain material developments or events (including
substantial transactions, financing transactions, related party transactions,
and certain acquisitions and disposals) and the requirements to seek
shareholder approval for certain other corporate events such as reverse
takeovers or fundamental changes in the Company's business. In addition, the
Company will no longer be required to disclose publicly any change in major
shareholdings in the Company under the Listing Rules or the FCA's Disclosure
and Transparency Rules, corporate governance rules and the rules relating to
primary information providers published by the FCA, and the Company will no
longer be subject to the EU Market Abuse Regulation (596/2014), as retained by
the European Union (Withdrawal) Act 2018, regulating inside information and
other matters.

- Ends -

Enquiries:

 RegTech Open Project plc

 Albert Ganyushin, Chair   investors@regtechopenproject.co.uk (mailto:investors@regtechopenproject.co.uk)

 

About RegTech Open Project plc

 

RegTech Open Project plc is a technology business specialised in the
automation, management, and optimisation of regulatory compliance
operations.  The Company has developed the Orbit Open Platform, an
award-winning proprietary software platform focused on Operational Resilience
(OR).

 

For more information, please visit www.regtechopenproject.co.uk
(https://regtechopenprojectplc-my.sharepoint.com/personal/david_blunt_regtechopenproject_co_uk/Documents/www.regtechopenproject.co.uk)

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