Cellcast plc Stmnt re Share Price and director declaration
RNS Number : 0509E
01 July 2019
1 July 2019
("Cellcast" or the "Company")
Statement re share price movement and Director declaration
The Board of Cellcast plc (AIM: CLTV) notes the increase in the
Company's share price and provides the following update.
The Company announced in its annual results for the year ended
31 December 2018 that, as a result of the gradual decline in the
Company's core business, the Board has been reviewing the prospects
for the Company going forward. The Board is of the view, having
explored a number of options, that the most appropriate course of
action for the Company would be to dispose of the Company's
operating business, Cellcast UK Ltd ("Cellcast UK"), to certain
members of the executive management team (the "Proposed
Purchasers") and seek an acquisition of a new business via a
reverse takeover. The disposal of Cellcast UK would constitute a
fundamental change of business under the AIM Rules for Companies
and be subject to the approval of an ordinary resolution by
shareholders at a general meeting of the Company.
Based on the discussions between the independent directors of
the Company and Proposed Purchasers to date and in light of the
current trading in the Company, the current proposals under
consideration are for the disposal to be effected at a valuation
that is below the market capitalisation of the Company as at the
close of business last Friday.
It is important to note that no terms have been agreed at this
stage and there can be no guarantee that the discussions will lead
to a firm offer from the Proposed Purchasers. Further updates will
be provided in due course.
The Company also announces, in accordance with Rule 17 and
paragraph (g), Schedule Two of the AIM Rules for Companies, that
the announcement of 4 July 2017 regarding the appointment of Craig
Gardiner as CEO of Cellcast inadvertently omitted that Craig
Gardiner was at that time a director of Com & Tel (UK) Limited
("Com & Tel").
Craig Gardiner owns the share capital of Com & Tel on trust
for Cellcast UK. Com & Tel holds a Phone-paid Services
Authority (PSA) Live licence, and pays, on behalf of Cellcast UK,
the costs of this licence. Com & Tel also rents a property in
Milton Keynes for use by Cellcast and an agreement with a media
agency used by the Company. Com & Tel is reimbursed in full by
Cellcast UK for all of the costs it incurs on behalf of the Company
and these costs have been consolidated into the Company's historic
accounts. These arrangements were put into place in 2012 and are
consistent with the operational processes that the Company has
adopted in the past in the markets it operates in.
Neither Com & Tel nor Craig Gardiner receives any financial
or non-financial benefit from these arrangements.
For further information:
Craig Gardiner, CEO Tel: +44 (0) 203 376
Allenby Capital Limited (Nominated
Nick Naylor/James Reeve Tel: +44 (0) 20 3328
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(END) Dow Jones Newswires
July 01, 2019 07:27 ET (11:27 GMT)
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