REG - XLMedia PLC - Cancellation Update & Notice of General Meeting

XLMediaAnnouncement

Today 07:00

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RNS Number : 8640J  XLMedia PLC  23 May 2025

23 May
2025
                                For immediate
release

 

XLMedia PLC

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

 

Proposed Cancellation Update - Publication of Circular

&

Notice of General Meeting

The Company announces that it is today posting a circular to Shareholders (the
"Circular") regarding the proposed cancellation of the Company's Ordinary
Shares from admission to trading on AIM (the "Cancellation"), details of which
were announced by the Company on 19 May 2025, together with an accompanying
notice of general meeting. A copy of the Circular and the notice of general
meeting will shortly be uploaded to the Company's website at
https://www.xlmedia.com/investors/reports-and-documents/
(https://www.xlmedia.com/investors/reports-and-documents/) .

In accordance with the expected timetable previously announced and set out
below, the Company has convened a general meeting to seek Shareholder approval
for the Cancellation (the "General Meeting").  The General Meeting will be
held at the offices of Apex Group Limited at IFC 5, St. Helier, Jersey, JE1
1ST at 10.00 a.m. on 10 June 2025. The Cancellation Resolution to be proposed
at the General Meeting is a special resolution to approve the Cancellation.

In accordance with the AIM Rules, the Cancellation must be approved by not
less than 75 per cent. of votes cast (in person or by proxy) by Shareholders
at the General Meeting.  Cancellation is proposed to take effect on 18 June
2025 conditional on Shareholder approval.

Board composition

As announced in the board update released on 23 December 2024, it is intended
that each of Marcus Rich, Julie Markey, Ory Weihs, and David King will leave
the Board on 30 June 2025. From 30 June 2025, Cédric Boireau and Peter McCall
are expected to be the sole directors of the Company.

Provision of information and services

The Company currently intends to continue to provide certain information and
services 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 Law; and

• continue to maintain its website, www.xlmedia.com, 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 DTRs, AIM Rule 26 or to update the website as currently
required by the AIM Rules.

Recommendation

The Board considers the Cancellation Resolution to be in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board recommends
that Shareholders vote in favour of the Cancellation Resolution to be proposed
at the General Meeting, as the Directors who hold Ordinary Shares intend to do
for their respective individual beneficial holdings of, in aggregate, 13,553
Ordinary Shares, representing approximately 0.03 per cent. of the Company's
issued share capital as at 22 May 2025 (being the latest practicable date
before the release of this announcement).

Unless otherwise defined, capitalised terms within this announcement have the
same meaning as set out in the Definitions section within the Circular.

Expected timetable of principal events

 Suspension of trading in Ordinary Shares                                       7.30 a.m. on 14 May 2025
 Announcement of proposed Cancellation and notice provided to the London Stock  19 May 2025
 Exchange of the proposed Cancellation under AIM Rule 41
 Posting of the Circular and notice of General Meeting                          23 May 2025
 Latest time and date for receipt of proxy votes for the General Meeting        11.00 a.m. on 6 June 2025
 General Meeting                                                                10.00 a.m. on 10 June 2025
 Result of General Meeting announced                                            10 June 2025
 Time and date of Cancellation                                                  8.00 a.m. on 18 June 2025

Notes:

1                 Each of the times and dates referred to in
the expected timetable above and elsewhere in this announcement may be
extended or brought forward at the discretion of the Company. If any of the
above times and/or dates change, the revised time(s) and/or date(s) will be
notified to shareholders by an announcement through a Regulatory Information
Service.

2                 All times referred to in this announcement
are, unless otherwise stated, references to London time.

For further information, please contact:

 XLMedia plc                                                           ir@xlmedia.com

 David King, Chief Executive Officer

 www.xlmedia.com (http://www.xlmedia.com)

 Cavendish Capital Markets Limited (Nomad and Broker)                  Tel: 020 7220 0500

 Giles Balleny / Callum Davidson / Hamish Waller (Corporate Finance)

 www.cavendish.com (http://www.cavendish.com)

 

About XLMedia

XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital
media operations.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Our actual
results and financial condition may differ materially from those indicated in
the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements.

 

 

 

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