TIDMITS
RNS Number : 8805G
Itsarm PLC
24 July 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU)
596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018
24 July 2023
Itsarm plc
Proposed Board Changes
Proposed withdrawal of the winding-up petition
Itsarm plc ("Itsarm" or the "Company") today announces that its
board of directors (the "Board") has entered into various
conditional agreements which together form a proposal (the
"Proposal") that gives the Company a viable alternative to the
proposed compulsory liquidation announced by the Company on 5 June
2023.
The Proposal allows for Itsarm to continue as a solvent company
conditional on the winding-up petition in respect of the Company
presented on 5 June 2023 (the "Winding-up Petition") being
withdrawn and/or dismissed at the scheduled court hearing on 26
July 2023, or by no later than 31 July 2023 (the "Withdrawal").
Conditional on the Withdrawal, binding agreements to effect the
following actions have been entered into:
-- David Craven and Jean-Paul Rohan (the "Proposed Directors")
will be appointed to the Board as Directors with effect from the
Withdrawal. The Proposed Directors have agreed to take up their
positions for annual remuneration of GBP1 each until further
notice. Brief biographies for the Proposed Directors are included
in the Appendix to this announcement and the information required
to be disclosed for the purposes of Schedule 2(g) of the AIM Rules
for Companies will be included in a subsequent announcement if and
when their appointments to the board come into effect.
-- James Sharp and Richard Monaghan (the "Current Directors")
will resign as Directors of the Company with effect from the
Withdrawal, immediately following the appointment of the Proposed
Directors. The Current Directors have both agreed to waive their
payments in lieu of notice along with their unpaid fees for July
2023.
The Proposal significantly reduces the Company's liabilities,
contingent liabilities and ongoing costs resulting in the Company
becoming solvent in the view of the Current Directors. As a result,
the Current Directors will provide a witness statement to the court
hearing on 26 July 2023 requesting that the Winding-up Petition be
withdrawn or dismissed.
As at 20 July 2023, the Company had cash of approximately
GBP223,000. The Proposal which includes the waiving of certain
Current Directors' fees, significantly reduces the Company's
liabilities and contingent liabilities to circa GBP140,000, all of
which will be settled as soon as reasonably practicable on the
Withdrawal.
AIM Rule 15 cash shell status
Subject to the Withdrawal, the Proposed Directors intend to
enter into an acquisition or acquisitions which would constitute a
reverse takeover under Rule 14 of the AIM Rules for Companies (the
"AIM Rules"). At this time there is no certainty as to the exact
structure, identity or timing of such a transaction(s) but the
Proposed Directors are assessing a number of potential
opportunities.
The Company has been an AIM Rule 15 cash shell since the
disposal of its trading business on 27 March 2023. If the Company
is unable to enter into a transaction which qualifies as an AIM
Rule 14 transaction by 27 September 2023, the Company's Ordinary
Shares will be suspended from trading on AIM, pursuant to Rule 40
of the AIM Rules. Admission to trading on AIM would then be
cancelled six months from the date of suspension.
Court hearing timetable
Further to the timetable published by the Company on 15 June
2023, the Company announces the following updated timetable in
respect of the Company's court hearing of the Winding-up Petition
on 26 July 2023.
7.30 a.m. on 26 July 2023 Trading in ordinary shares of Itsarm
plc suspended from trading, pending the outcome of the court
hearing
10.30 a.m. on 26 July 2023 Court hearing of the Winding-up
Petition at the Business and Property Courts of England and Wales,
7 Rolls Building, Fetter Lane, London EC4A 1NL.
In the unexpected event that the court rejects the request for
withdrawal and/or dismissal and thereby approves the Winding-up
Petition and makes the winding-up order, the Official Receiver of
the Insolvency Service will be appointed to act as liquidator with
immediate effect.
Subject to the discretion of the court, it is expected that the
court will order the withdrawal and/or dismissal of the Winding-up
Petition. In this scenario the Company will continue as a going
concern, the restoration of trading in the ordinary shares of the
Company will be announced as soon as practicable (probably
intraday) and the Proposal will come into effect immediately.
7.00 a.m. on 27 July 2023 If the court approves the Winding-up
Petition and makes the winding-up order, cancellation of the
Company's ordinary shares from trading on AIM will become effective
as previously disclosed
As soon as practicable after the court hearing on 26 July 2023
the Company will make a further announcement, as appropriate.
Enquiries:
Itsarm plc Via Hudson Sandler
Jim Sharp, Chairman
Rich Monaghan, Chief Financial Officer
Hudson Sandler +44 (0)20 7796 4133
Alex Brennan itsarm@hudsonsandler.com
Ben Wilson
Liberum Capital Limited (Nomad and Broker) +44 (0)20 3100 2000
Clayton Bush
Scott Mathieson
Miquela Bezuidenhoudt
APPENDIX
David Craven
David is an experienced board level executive who has been
involved in the expansion and successful exits of many recognised
groups.
He has significant and broad commercial experience, having held
senior executive roles with News Corporation, UPC Media, BT, Sky
and Allwyn. David was joint MD of the Tote, the Government
statutory betting monopoly for six years, driving its privatisation
and has held senior executive roles at UK Betting Plc and Wembley
Plc. David was a co-founder of broadband and interactive TV media
group UPC Chello which was floated in 1999 at a valuation of c.$1
billion.
David managed a portfolio of investments for the Tavistock Group
delivering significant returns through his Chairmanship of Turf TV
and asset-backed lender, the Ultimate Finance Group. He was
appointed CEO of DCD Media Plc in November 2012 and Executive
Chairman in January 2013 and successfully sold the business in
2021. As Chief Executive Officer of Allwyn, David recently led the
company in its successful bid to operate the UK Fourth National
Lottery Licence and the subsequent buyout of incumbent operator
Camelot following an extensive bidding process.
Jean-Paul Rohan
Jean-Paul Rohan is a highly experienced commercial and business
development specialist, with hands-on executive experience of
building businesses in sports, media, games, wireless, broadband
and digital TV markets on a European and global basis.
He specialises in the commercial exploitation of brands across
digital and real-world mediums including games, internet, mobile
platforms and digital television, focusing on e-commerce and
digital retailing.
As an independent consultant, Jean-Paul has helped numerous
companies to commercialise and deliver their commerce services to
mobile devices, PCs and interactive TV, working closely with
content owners to exploit their intellectual property right and
drive new revenues from end users.
Jean-Paul has held senior positions and been a founder of a
number of successful businesses including NetChannel, the first
company in the UK to deliver internet access and interactive
services to TV sets via set top boxes, and UPC Chello, a broadband
and interactive TV media group. He was previously a non-executive
Director of AIM listed DCD Media Plc.
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END
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