27 November 2020
FORMATION GROUP PLC
('Formation' or the 'Company')
Withdrawal from
AQSE Growth Market
Formation announces that the Company has today submitted a
request to Aquis Stock Exchange Limited (‘AQSE’) that the ordinary
shares of 5p each in the Company (‘Ordinary Shares’) be withdrawn
from trading on the AQSE Growth Market with effect from the close
of business on 31 December 2020
(‘Withdrawal”).
Pursuant to the AQSE Growth Market - Rules for Issuers (‘AQSE
Rules’), AQSE may grant Formation a derogation from the requirement
to obtain shareholder approval for the Withdrawal, if the Company
has obtained irrevocable undertakings to vote in favour of a
resolution proposing Withdrawal from shareholders representing 75%
of the votes eligible to be cast on such a resolution.
Zandra Holdings Limited (‘Zandra’), which is interested in
156,410,167 Ordinary Shares, representing 89.99% of the Company’s
issued share capital, has irrevocably undertaken to vote in favour
of any resolution put to Formation shareholders to approve the
Withdrawal.
Accordingly, AQSE has granted a derogation from the requirement
for Formation to obtain shareholder approval for Withdrawal and the
Company is simply required to give at least 20 business days'
notice of the intended Withdrawal, which will take effect from the
close of business on 31 December 2020.
Effect of the Withdrawal
The principal effect of Withdrawal is anticipated to be a
reduction in the marketability of the Ordinary Shares. There would
no longer be a formal market mechanism enabling shareholders to
trade their Ordinary Shares on the AQSE Growth Market or any other
recognised market or trading exchange.
The Company’s Annual General Meeting will take place on
Thursday, 25 February 2021. At that
time, the Directors will use their reasonable endeavours to
present mechanisms which provide minority shareholders with
the much needed liquidity that has been absent due to the very
limited trading of Ordinary Shares, and an opportunity to exit the
company if they so desire. Such mechanisms may include a share
buyback.
No dealing and settlement arrangements will be in place
following the Withdrawal. Shareholders who wish to trade their
shares following Withdrawal are advised to write to Formation’s
Company Secretary, at Oakwood House, 414 – 422 Hackney Road,
London E2 7SY.
Following Withdrawal, Peterhouse Capital Limited will cease to
be the Company's AQSE Corporate Adviser and the AQSE Rules will no
longer apply to the Company. In addition, the Company will no
longer be required to comply with any of the specific corporate
governance requirements for companies admitted to trading on the
AQSE Growth Market. The Company will remain subject to the City
Code on Takeovers and Mergers.
The Directors of the Company accept responsibility for the
contents of this announcement.
--ENDS--
Enquiries:
Formation Group
plc
David Kennedy - Director |
Tel: +44 (0) 20 7 920
7453 |
Peterhouse Capital
Limited (AQSE Corporate Adviser)
Mark Anwyl and Allie Feuerlein |
Tel: +44 (0) 20 7469
0934 |
Market Abuse Regulation (MAR)
Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.