REG - Webis Holdings PLC - Proposed Voluntary Cancellation of Admission

Webis HoldingsAnnouncement

22/11/2024 07:00

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RNS Number : 3080N  Webis Holdings PLC  22 November 2024

22 November 2024

 

Webis Holdings plc

("Webis" or "the Company")

 

 

Proposed Voluntary Cancellation of Admission to Trading on AIM and Notice of
General Meeting

 

 

The board of Webis, the Group specialising in pool wagering and the operators
of WatchandWager Cal Expo, the Californian harness track, today announces:

 

·    subject to Shareholder approval, the proposed cancellation of the
admission of its ordinary shares of 1 pence each ("Ordinary Shares") from
trading on AIM (the "Cancellation"); and

·    the posting of a circular to Shareholders (the "Circular") which
contains further information on the proposed Cancellation and notice of a
general meeting be held on Wednesday 18 December at 10.00 a.m. at The
Claremont Hotel, 18/19 Loch Promenade, Douglas, Isle of Man (the "General
Meeting") at which shareholder approval will be sought for the Cancellation.

 

 

Ed Comins, Managing Director of Webis, stated:

 

"Following an in-depth review, the Board has unanimously agreed that it is in
the best interests of the Company and its Shareholders to delist from AIM. The
Company continues to believe WatchandWager has a unique position in the USA as
one of the top five licensed operators in our sector and the Board believes
that the Cancellation will reduce costs and protect shareholder value as the
Group seeks to grow its business in North America and deliver on strategic
goals".

 

Proposed Voluntary Cancellation

 

Despite the best endeavours of the Board and its management team, the
performance of the Group has not improved in-line with expectations, and the
losses for the financial period ending May 2024 are expected to be
approximately US$1,063,000.

 

Whilst the Company continues to believe WatchandWager has a unique position in
the USA as one of the top five licensed operators in our sector (with a stable
platform of technology, payments, licenses, and most importantly content) the
Board's previously indicated strategy of seeking potential buyers, or
commercial partners, for the business, or certain of its assets, have not
materialised.

 

Our licensed operation at Cal Expo with its "bricks and mortar" presence in
California, is a significant asset on the Company's balance sheet, and
enhances the Group's profile and position in California, but remains
loss-making.

 

In light of the above, the Board reviewed its current status and future
options including the benefits and drawbacks to the Company retaining its
admission on AIM. The Board has concluded that the Cancellation is in the best
interests of the Company and its Shareholders as a whole.

 

To be passed, the resolution to approve the Cancellation requires, pursuant to
Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the
votes cast by Shareholders at the General Meeting.

 

Following Cancellation, the Company will consider putting in place a matched
bargain facility to assist shareholders to trade Webis shares. If implemented,
the matched bargain facility would be made available directly through the
Company. Under the matched bargain facility, Webis shareholders or other
persons wishing to acquire or dispose of Ordinary Shares would be able to
leave an indication with the matched bargain facility provider that they are
prepared to buy or sell at a particular price. In the event that the matched
bargain facility provider is able to match that order with an opposite sell or
buy instruction, the matched bargain facility provider would contact both
parties and then effect the bargain. However, shareholders should note that
the Company is not formally committing to put in place a matched bargain
facility and such facility is unlikely to be in place immediately following
the Cancellation and, if implemented, may not remain in place for an extended
period of time. Further information will be made available as and when
appropriate.

 

General Meeting

 

The General Meeting will be held on Wednesday 18 December at 10.00 a.m. at The
Claremont Hotel, 18/19 Loch Promenade, Douglas, Isle of Man.

 

Resolution 1 to be proposed at the General Meeting is a special resolution to
approve the Cancellation.

 

A copy of this announcement and the Circular will be made available on the
Company's website later today at www.webisholdingsplc.com
(http://www.webisholdingsplc.com)

 

 

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic
Law by virtue of the European Union (Withdrawal) Act 2018. Upon the
publication of this announcement, this inside information is now considered to
be in the public domain.

 

 

For further information:

 

 Webis Holdings plc         Tel:  01624 639396
 Denham Eke                 Tel:  020 7628 3396

 Beaumont Cornish Limited
 Roland Cornish/James Biddle

 

Nominated Adviser

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

APPENDIX I

 

Extracts from the Circular

 

 

Reasons for the proposed Cancellation

 

Despite the best endeavours of the Board and its management team, the
performance of the Group not improved in-line with expectations, and the
losses for the Group for the financial period ending May 2024 are expected to
be approximately US$1,063,000.

 

Whilst the Company continues to believe WatchandWager has a unique position in
the USA as one of the top five licensed operators in our sector (with a stable
platform of technology, payments, licenses, and most importantly content) the
Board's previously indicated strategy of seeking potential buyers, or
commercial partners, for the business, or certain of its assets, have not
materialised.

 

Our licensed operation at Cal Expo with its "bricks and mortar" presence in
California, is a significant asset on the Company's balance sheet, and
enhances the Group's profile and position in California, but remains
loss-making.

 

In light of the above, the Board reviewed its current status and future
options including the benefits and drawbacks to the Company retaining its
admission on AIM. The Board has concluded that the Cancellation is in the best
interests of the Company and its Shareholders as a whole. In reaching this
conclusion, the Board has considered the following key factors:

 

(a)  the significant cost savings to be achieved by the Cancellation;

(b)  the Directors do not believe that the Company's share price reflects the
underlying value of the Company's assets (most notably, the value of certain
licenses owned by the Group);

(c)  the free float of the Company is only 36.9 per cent. and trading volumes
in respect of the Shares are very low and this illiquidity prevents
Shareholders from trading in meaningful volumes or with any frequency;

(d)  the Company has not utilised its admission on AIM to raise fresh capital
or issue Shares as consideration to fund acquisitions since January 2013;

(e)  the Company remains reliant on its major shareholder, Mr Mellon, for
funding to meet its ongoing working capital needs and despite several efforts
it has been unable to attract capital on acceptable terms from third party
investors, in particular through equity issues on AIM;

(f)  the management time and the legal and regulatory burden associated with
maintaining the Company's admission to trading on AIM is, in the Directors'
opinion, disproportionate to the benefits to the Company; and

(g)  the Directors believe that trading of the Ordinary Shares on AIM
significantly inhibits flexibility of the business

 

 

 

Process for Cancellation

 

Shareholder Approval Required

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, 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. The Company is
therefore seeking Shareholders' approval of the Cancellation at the General
Meeting.

 

Timetable for Cancellation

In accordance with Rule 41 of the AIM Rules, the Company has notified London
Stock Exchange plc of its proposed Cancellation from trading on AIM and has
provided not less than 20 clear Business Days' notice of Cancellation.

 

Cancellation will not take effect until at least five clear Business Days have
passed following the passing of the Authorising Resolution. If the Authorising
Resolution is passed at the General Meeting, it is proposed that the last day
of trading in Ordinary Shares on AIM will occur on 2 January 2025 and that the
Cancellation will take effect at 7:00 a.m. on 3 January 2025 (the
"Cancellation Date").

 

 

Implications of proposed Cancellation

 

Set out below is an overview of the principal effects of the Cancellation,
however, this list in not exhaustive. Shareholders should seek their own
independent advice when assessing the likely impact of the Cancellation on
them:

 

·          there will be no formal public market mechanism enabling
the Shareholders to trade Ordinary Shares and no price will be publicly quoted
for the Shares;

·          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);

·          while the Ordinary Shares will remain freely transferable
(subject to the provisions in the Company's Articles of Association), it is
possible that the liquidity and marketability of the Ordinary Shares will, in
the future, be more constrained than at present and the secondary market value
of such shares may be adversely affected as a consequence;

·          in the absence of a formal market quote, it may be more
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;

·          the AIM Rules will no longer apply to the Company and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules.  In particular, the Company will not be bound to:

(a)  make any public announcements of material events, or to announce interim
or final results;

(b)  comply with any of the corporate governance practices applicable to AIM
companies;

(c)  announce substantial transactions and related party transactions;

(d)  comply with the requirement to obtain shareholder approval for reverse
takeovers and  fundamental changes in the Company's business; or

(e)  comply with AIM Rule 26, obliging the Company to publish prescribed
information on its website;

 

·          the Company will cease to have an independent nominated
adviser and broker;

·          whilst the Company's CREST facility will remain in place
following the Cancellation, the Company's CREST facility may be cancelled in
the future and, although the Ordinary Shares will remain transferable, they
will cease to be transferable through CREST. In this instance, Shareholders
who hold Ordinary Shares in CREST will receive share certificates; and

·          the Cancellation may have additional taxation
consequences for Shareholders. Shareholders who are in any doubt about their
tax position should consult their own professional independent tax adviser.

 

Shareholders should also note that the City Code on Takeovers and Mergers (the
"Takeover Code") may continue to apply to the Company following the
Cancellation for a period of ten years, provided the Company continues to have
its place of central management and control in the UK, Channel Islands or Isle
of Man. However, in the event that, subsequent to the Cancellation further
Board changes result in the Company's place of central management and control
being outside the UK, Channel Islands or Isle of Man, then the Company may not
be subject to the Takeover Code. Shareholders should also note that the Panel
has recently issued a public consultation regarding possible changes to the
Takeover Code which, if adopted, would amongst other things shorten the period
during which the Takeover Code potentially continues to apply to a company
following its delisting. If these rule changes are adopted in the form and
broadly in the timescale proposed, the Company would cease to be subject to
the Takeover Code three years after the date of implementation of such
changes.

 

The Company will continue to be bound by its Articles of Association and the
Isle of Man Companies Acts, 1931 - 2004 (each of which requires shareholder
approval for certain matters) following the Cancellation.

 

These considerations are not exhaustive and Shareholders should seek their own
independent advice when assessing the likely impact of the Cancellation on
them.  Shareholders should be aware that if the Cancellation takes effect,
they will at that time cease to hold Shares in a company whose shares are
admitted to trading on AIM and the matters set out above will automatically
apply to the Company from the date of the Cancellation.

 

After the Cancellation, the Company will continue to comply with the
applicable statutory requirements of a company incorporated in the Isle of
Man.

 

 

Shareholders Access to Information following Cancellation

 

The Company currently intends that it will continue to provide certain
facilities and services to Shareholders that they currently enjoy as
shareholders of a company whose shares are admitted to trading on AIM. In
particular the Company will:

 

·          continue to communicate selected information about the
Company to its Shareholders; and

·          continue, to post updates (where deemed necessary or
appropriate) on the Company's website from time to time, although Shareholders
should, however, be aware that there will be no obligation on the Company to
include all of the information required under AIM Rule 26 or to update its
website as required by the AIM Rules.

 

 

 

Transactions in Ordinary Shares prior to and post the proposed Cancellation

 

Prior to Cancellation

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so
prior to the Cancellation becoming effective. If Shareholders approve the
Cancellation, it is anticipated that the last day of dealings in the Ordinary
Shares on AIM will be 2 January 2025. The Board is not making any
recommendation as to whether or not Shareholders should buy or sell their
Ordinary Shares.

 

Post Cancellation

The Directors are aware that the proposed Cancellation, should it be approved
by Shareholders at the General Meeting, would make it significantly more
difficult for Shareholders to buy and sell Ordinary Shares should they wish to
do so. Following Cancellation the Company will consider putting in place a
matched bargain facility to assist Shareholders to trade Company shares. If
implemented, the matched bargain facility would be made available directly
through the Company. Under the matched bargain facility, Shareholders or other
persons wishing to acquire or dispose of Ordinary Shares would be able to
leave an indication with the matched bargain facility provider that they are
prepared to buy or sell at a particular price. In the event that the matched
bargain facility provider is able to match that order with an opposite sell or
buy instruction, the matched bargain facility provider would contact both
parties and then effect the bargain. Further information will be made
available as and when appropriate.

 

For a period, to be determined by the Board, following Cancellation
Shareholders will continue to be able to hold their Ordinary Shares in the
CREST uncertificated form and should check with their existing stockbroker
that they are able to hold unquoted shares.

 

Shares held through an ISA account

The Ordinary Shares will cease to be eligible to be held within an Individual
Savings Account ("ISA") upon the Cancellation taking effect.  An ISA manager
will have to either sell Ordinary Shares held in a Shareholder's ISA or
transfer them to the Shareholder to be held outside an ISA, within 30 calendar
days of the Cancellation.

 

When the title of an investment in an ISA is transferred from an ISA manager
to an investor, the investor is deemed to have sold the investment for a
market value sum and immediately reacquired it for the same amount.  Any
notional gain on the deemed sale is exempt from charge.  Any future capital
gains or losses are calculated by reference to the value of the shares when
they left the ISA.  This is the combined effect of regulations 22 and 34 of
the Individual Savings Account Regulations 1998.  It is not, however, clear
how this general tax treatment applies when shares are transferred out of an
ISA after a delisting.

 

This summary is for general information purposes only.  It is not intended to
constitute tax or other advice and should not be relied on or treated as a
substitute for specific advice relevant to a Shareholder's specific
circumstances.  Shareholders should consult their own professional advisers
as soon as possible.

 

 

 

 

 

 

APPENDIX II

 

Expected Timetable of Principal Events

 

 Publication of this Document                                                  22 November 2024
 Notice provided to the London Stock Exchange to notify it of the proposed     22 November 2024
 Cancellation
 Latest time and date for receipt of Forms of Proxy in respect of the General  10.00 A.M on 16 December 2024
 Meeting
 General Meeting                                                               10.00 A.M on 18 December 2024
 Expected last day of dealings in Ordinary Shares on AIM                       2 January 2025
 Expected time and date of Cancellation                                        07.00 A.M on 3 January 2025

 

Notes:

(a)             Unless otherwise specified, references in this
Document to time are to London time (GMT).

(b)             The times and dates above are indicative only and
subject to change.  If there is any change, revised times and/or dates will
be notified to Shareholders by means of an announcement through a Regulatory
Information Service.

 

 

 

 

 

 

 

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