REG - Zytronic PLC - Outcome Statement, Proposed De-Listing & Update

ZytronicAnnouncement

26/02/2025 07:15

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RNS Number : 4522Y  Zytronic PLC  26 February 2025

26 February 2025

 

Zytronic plc

("Zytronic" or the "Company" and, together with its subsidiaries, the "Group")

Outcome Statement, Proposed De-Listing & Update

Introduction & Background

Upon the conclusion of its Strategic Review, the outcome of which was
announced on 14 November 2024, the Company engaged with FRP Advisory Trading
Limited ("FRP Advisory") to run a process with a view to maximising returns to
shareholders, which included exploring a sale of the Company's trading entity,
Zytronic Displays Ltd ("ZDL"). On 19 February 2025, the Company announced
that, despite engaging with multiple counterparties, it was unable to agree on
suitably attractive terms for a transaction.

As a result, the Board, in consultation with FRP Advisory has commenced the
orderly wind-down of the Group's assets ("Wind-Down") and FRP Advisory has
prepared an outcome statement of estimated returns available to shareholders
in this regard.

The Board has also resolved to put a resolution to shareholders to de-list the
Company's ordinary shares to trading on AIM and convert from a public limited
company to a private limited company (the proposed "De-Listing"). A general
meeting of the Company's shareholders will be convened ("General Meeting") and
a circular sent out to shareholders in due course (the "Circular").

The Circular will set out further reasons why the Board believes the
De-Listing is in shareholders' best interests.

Outcome Statement

FRP Advisory has now concluded its work regarding estimated returns that may
be available to shareholders as part of the Wind-Down. The Board can advise
that shareholders can expect to receive an estimated return of 46 pence per
share held in Zytronic in a conservative scenario, increasing to 60 pence per
ordinary share ("Outcome Range"), should prevailing asset valuations hold
through the Wind-Down period.

The Outcome Range is a highly conditional estimate and based upon and subject
to, inter alia, the following major assumptions:

-   That the Company's real estate property sells for a value within +/-10%
of the Company's advisor's valuation;

-   That the Wind-Down of the Company and its trading subsidiary proceed in
an orderly manner and principally complete within 9 months of today; and

-     That there are no material unforeseen creditors.

There can be no guarantee that shareholders will eventually receive a return
within the Outcome Range upon conclusion of the orderly Wind-Down.

Further details, including the indicative timing of the distribution of
surplus funds, will be provided when available.

Proposed De-Listing & General Meeting

To reduce costs and maximise returns for shareholders, the Board has decided
to pursue the cancellation of the Company's admission to trading on AIM. The
De-Listing will be subject to approval by shareholders through the passing of
a Special Resolution. Should the De-Listing complete, it is the Board's
intention to explore the introduction of a secondary market trading facility
to facilitate the buying and selling of shares by shareholders (and new
investors) by matching buyers and sellers through periodic auditions.

The Board will be writing to shareholders to convene a General Meeting,
strongly recommending that they vote in favour of the De-Listing resolution to
optimise the return of proceeds to shareholders.

If the resolution is not approved, the Company will remain listed (and be
subject to ongoing AIM Rule 41 obligations should suspension in the trading of
the Company's shares occur), continuing to incur associated costs and further
reducing potential returns for shareholders and stakeholders.

Annual Report and Accounts for the year ended 30 September ("FY24")

In consultation with its auditors, Crowe U.K. LLP, the Board concluded on 25
February 2025 that there is now no realistic prospect for its accounts for the
year ended 30 September 2024 to be published by 31 March 2025, in accordance
with the six-month deadline imposed by AIM Rule 19. Consequently, the
Company's ordinary shares will be suspended from trading on AIM with effect
from 1 April 2025, pending publication of its FY24 annual report &
accounts.

The Board will provide further commentary on the expected timing of the
publication of its FY24 audited results as part of the information contained
within the Circular.

For reference, the Group generated unaudited turnover of £7.2m and an
unaudited pre-tax loss of £1.5m in FY24. It should be noted that these
figures were prepared assuming that the going concern assumption was applied
and therefore do not include any write downs to asset values which would have
a (non-cash) impact on pre-tax loss.

Cash at 25 February 2025 was £3.9m, however, this is likely to deplete during
the Wind-Down.

Cessation of Trading under AIM Rule 15

On 25 February 2025, in light of the conclusion of the sale of ZDL and
subsequent decision to Wind-Down, the Board has taken the decision, subject to
statutory employee consultation ("Consultation"), to cease trading and is
currently finalising a possible production schedule for closure ("Cessation").
The Consultation and Cessation process is expected to be completed within the
first half of calendar year 2025. The Company will make a further announcement
when and if the final date of Cessation is known.

Under AIM Rule 15 (and on the basis the Company has not passed the De-Listing
resolution, and subsequently cancelled the admission of trading in its shares,
prior to then), immediately upon completion of the Cessation process, the
Company would be classified as an AIM Rule 15 cash shell, after which, the
Company must complete an acquisition, or acquisitions, that constitute a
reverse takeover in accordance with AIM Rule 14 within six months, or
otherwise trading in its shares will be suspended.

Further updates will be provided as appropriate.

Enquiries:

  Zytronic plc                                          0191 414 5511

 Christopher Potts, Non-Executive Chairman

 Claire Smith, Chief Financial Officer

 Singer Capital Markets (Nominated Adviser and Broker)  020 7496 3000

 Alex Bond, Samed Ethemi (Investment Banking)

 

Notes to Editors

The Company's trading entity Zytronic Displays Limited ("ZDL") is an
established developer and manufacturer of a range of internationally
award-winning optically transparent interactive touch sensor overlay products
for use with electronic displays in industrial, self-service and public access
equipment.

ZDL has continually developed process and technological know-how and
intellectual property since the late 1990's around two projected capacitance
("PCAP") sensing methodologies; trademarked by it as PCT™ ("Projected
Capacitive Technology") and MPCT™ ("Mutual Projected Capacitive
Technology"), in respect of which 20 internationally granted patents are held.
As part of this the Company has invested in and developed an advanced
electronic PCAP controller, the ZXY500, which incorporates a specialist
Application Specific Integrated Circuit ("ASIC") specified and owned by
Zytronic, and bespoke firmware on the controller processor.

ZDL's PCAP sensing solutions are readily configurable and embedded in a
laminate core which offers significant durability, environmental stability,
and optical enhancement benefits to meet system-specific design requirements.

The Company is headquartered at Blaydon-upon-Tyne in the United Kingdom. ZDL
operates from this site, providing its manufactured products globally through
a number of sales channel partners. ZDL differentiates itself from others in
the touch eco-system as it offers a complete one-stop solution including
processing internally of the form and factor of glass and film substrates, the
assembly of the associated touch overlay products, in environmentally
controlled cleanrooms to customer's specific requirements and the development
of the bespoke firmware, software and electronic hardware which comprise the
controller that links the manufactured touch interactive overlays to a
customer's integrated systems and product.

For more information about ZDL's technologies and products, and the Company
please see www.zytronic.co.uk (https://www.zytronic.co.uk/)

 

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