REG - Tialis Essential IT - MXC Distribution, Trading Update and Board Changes

Tialis Essential ITAnnouncement

30/01/2026 14:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260130:nRSd1538Ra&default-theme=true

RNS Number : 1538R  Tialis Essential IT PLC  30 January 2026

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

 

30 January 2026

Tialis Essential IT Plc

("Tialis" or the "Company")

 

Response to liquidation of MXC Capital Limited, distribution of its
shareholding in Tialis trading update for the year ended 31 December 2025 and
Board Changes

 

Tialis Essential IT Plc (AIM: TIA), the AIM‑quoted provider of essential IT
services, has been made aware that MXC Capital Limited ("MXC"), the Company's
largest shareholder, has placed MXC into members' voluntary liquidation and
intends to distribute its assets to its shareholders.

As part of the liquidation, MXC intends to distribute its entire shareholding
in Tialis, representing approximately 67.17 per cent. of the Company's issued
share capital, to MXC shareholders, conditional on the completion of the
liquidation process and compliance with applicable legal and regulatory
requirements (the "Distribution").

Following completion of the liquidation, MXC has advised the Company that MXC
shareholders will receive distributions comprising Tialis ordinary shares plus
cash in accordance with the terms of the liquidation. Under the terms of the
distribution, all MXC shareholders will receive the same allocation of shares
and cash.

The completion of the liquidation process is expected to take place on 2 March
2026, and the Distribution will happen shortly thereafter.

Impact on Tialis

When the Distribution takes place:

·    MXC will cease to be a shareholder in the Company;

·    Tialis' share register will become more diversified, with Tialis
shares held directly by MXC's underlying shareholders; and

·    The Company would expect this to increase the free float and
liquidity of Tialis shares on AIM.

The Board does not expect the Distribution to have any operational impact on
Tialis' business, strategy or employees.

Relationship with MXC

MXC has been a long-standing and supportive shareholder of Tialis and has
contributed meaningfully to the Company's development during this period. The
Board would like to record its thanks for MXC's continued support and
engagement.

Following completion of the Distribution, any arrangements, understandings or
rights which exist between the Company and MXC that are conditional on MXC's
shareholding are expected to fall away following completion of the
distribution.

Changes to the board

Tialis is pleased to announce that David Niall O'Regan ("Niall"), Chief
Operating Officer, has joined the Board of the Company with immediate effect
and has been promoted to Chief Executive Officer. Tialis also announces that
Ian Smith has stepped down from his position as Executive Director with
immediate effect in order to pursue other business interests. Ian will remain
a director of AI Auxesis Limited.

Niall has been responsible for the Group's operational activities and has
worked closely with the Executive Director and Chief Financial Officer to
support the delivery of the Group's strategy and operational performance.
Niall was appointed to the role in September 2024, having previously served as
Commercial Director following the acquisition of certain profitable contracts
from Allvotec. He has held several senior leadership roles at Allvotec,
including Managing Director, and has over 25 years' experience in senior
commercial, sales and operational roles across the technology, managed
services, retail, hospitality, and leisure sectors.

Peter Hallett, current Non-Executive Director has been appointed as Interim
Non-Executive Chairman.

Trading Update for the year ended 31 December 2025

Tialis gives an update on trading for the year ended 31 December 2025.

Financial Highlights

Group

·    Revenue for the year is expected to be no less than £17m

·    Adjusted EBITDA(1) for the year is expected to be no less than £1.8m

·    Repayment of the bank borrowings of £1m (2024: £nil)

·    £8.2m invested during the year to support long‑term value creation
and portfolio diversification through the acquisition of MXLG Acquisitions
Limited ("MXLGA"), AI Auxesis Limited, CloudCoco Group Plc, Digital Petcare
Direct Limited and QPC 2020 Limited

o  MXLGA (50% joint venture investment) - £7.2m

o  CloudCoCo Group Plc - £0.2m

o  QPC 2020 Limited - £0.3m

o  Digital Petcare Direct Limited - £0.5m

·    Customer concentration risk reduced materially, with exposure from
the largest customer declining from 81% (2024) to 60% (2025).

·    Tialis enter 2026 with a current sales pipeline of £9m with 13
different partners

Joint venture

·    MXLGA finished the year with expected revenue to be no less than
£22m and adjusted EBITDA(1) for the year is expected to be no less than
£2.2m

·    MXLGA enters 2026 with confirmed orders of £8.1m revenue and a
pipeline revenue for Q1 2026 of £3.3m, reflecting advanced opportunities
within existing customer demand.

 

(1) Adjusted EBITDA excludes share-based payment charges along with
depreciation, amortisation, interest, and tax from the measure of profit.

 

 

 

 

Peter Hallett, Interim Non-Executive Chairman, commented: "Tialis is
supportive of MXC's proposal. The proposed distribution would result in a more
diversified shareholder base for Tialis and is expected to improve liquidity
in the Company's shares. We believe this will be beneficial both for existing
shareholders and for those joining the register as a result of the
distribution.

On behalf of the Board, I would like to thank Ian for his valuable support and
contribution to Tialis over a number of years. We wish him every success in
his future endeavours.

We are delighted to welcome Niall to the Board, having already benefitted
significantly from his experience and expertise in his prior role as Chief
Operating Officer."

For more information, contact:

 Tialis Essential IT Plc                                 Tel: +44 (0)344 874 1000

 Peter Hallett, Interim Non-Executive Chairman
 Cavendish Capital Markets Ltd                           Tel: +44 (0)20 7220 0500

 Nominated Adviser and Broker

 Corporate Finance: Jonny Franklin-Adams/ Elysia Bough

 Corporate Broking: Tim Redfern

 

Further regulatory disclosures relating to a director appointment

Other than as disclosed below, there are no further disclosures to be made in
accordance with AIM Rule 17 and paragraph (g) of Schedule Two of the AIM Rules
for Companies.

 

Full Name: David Niall O'Regan

Age: 58

 

Current Directorships / Partnerships:

·    Tialis Essential IT Financing Limited

·    Tialis Essential IT Manage Limited

 

Previous Directorships / Partnerships (held in the past five years)

None in last 5 years

 

Niall does not hold any shares in the Company. Niall holds 53,825 options
over ordinary shares of 1p each Tialis Essential IT plc which represent 0.13%
of the Company's ordinary issued share capital.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDEALFEDLAKEFA



            Copyright 2019 Regulatory News Service, all rights reserved