TIDMBST
RNS Number : 9407H
Big Sofa Technologies Group PLC
27 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
The information communicated in this announcement includes
inside information for the purposes of Article 7 Regulation
596/2014.
27 March 2020
Big Sofa Technologies Group plc
("Big Sofa Technologies" or the "Company")
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares and Notice of General Meeting
Big Sofa Technologies (AIM:BST), an international video
analytics provider to the insight and analytics industries,
announces that its Board has decided to seek shareholder approval
for cancellation of the admission of its ordinary shares to trading
on AIM. The Company will be posting a circular to Shareholders
today convening a general meeting of the Company for Shareholders
to approve the Cancellation.
Proposed cancellation of admission to trading on AIM
The Board has considered the benefits and drawbacks to the
Company retaining admission of its Ordinary Shares to trading on
AIM.
The Circular will set out the background to, the reasons for and
the implications of Cancellation and to explain why the Board
believes that Cancellation is in the best interests of the Company
and its shareholders as a whole. Pursuant to Rule 41 of the AIM
Rules for Companies, Cancellation is conditional upon the approval
of not less than 75 per cent. of the votes cast by the Company's
shareholders (whether in person or by proxy) at the General
Meeting.
The General Meeting will be held at 9.00 a.m. on 14 April 2020
at the offices of Kindred Agency Limited, 4th Floor, Dean Bradley
House, 52 Horseferry Road, London SW1P 2AF.
A copy of the expected timetable and letter from the Chairman of
the Company extracted from the Circular are set out below.
The process for the FSP will not change as a result of
Cancellation and the Company will continue to be subject to the
City Code. The Directors will provide shareholders with updates on
the FSP, as applicable, by way of an announcement through a
Regulatory Information Service and also via the Company's website,
www.bigsofatech.com.
Enquiries:
Big Sofa Technologies Group plc +44 (0)20 7357 0033
Kirsty Fuller, CEO
Joe MacCarthy, CFO
Arden Partners plc (Nominated Adviser
and Joint Broker) +44 (0)20 7614 5900
Paul Shackleton / Ben Cryer
About Big Sofa Technologies Group plc
Big Sofa Technologies is a video analytics company. The design
and development of our technology has been guided by expert
understanding of the insight and analytics industries and the
needs, pressures and business questions of the clients they
serve.
We uncover and analyse new-to-the-industry behavioural data sets
in video, enabled by the power of our pioneering data capture and
platform technology. We are innovating both in how video-led
projects and programmes are designed and in how the data is
analysed, showcased, embedded and re-mined.
Our software platform collates, analyses and organises large
volumes of raw/unstructured video enabling our clients, which
include leading market research and data companies and major
household brands, to perform detailed and sophisticated consumer
insight analysis and make genuine use of video content.
Big Sofa Technologies' shares are admitted to trading on the
London Stock Exchange's AIM market under the ticker BST.L.
To find out more, visit www.bigsofatech.com
Arden Partners plc, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
nominated adviser and joint broker to the Company and for no one
else in connection with the Cancellation. Persons receiving this
announcement should note that Arden will not be responsible to
anyone other than the Company for providing the protections
afforded to customers of Arden or for advising any other person on
the arrangements described in this announcement. Arden has not
authorised the contents of, or any part of, this announcement and
no liability whatsoever is accepted by Arden for the accuracy of
any information or opinions contained in this announcement or for
the omission of any information. Arden, as nominated adviser and
joint broker to the Company, owes certain responsibilities to the
London Stock Exchange which are not owed to the Company, the
Directors, the Shareholders or any other person.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on Market Abuse.
Upon the publication of this announcement, this information is
considered to be in the public domain.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2020*
Announcement of Cancellation pursuant to 27 March
AIM Rule 41
Publication and posting of the Circular 27 March
Latest time and date for receipt of the 9 a.m. on 8 April
proxy appointment for the General Meeting
Time and date of the General Meeting 9 a.m. on 14 April
Results of the General Meeting announced 14 April
Last day of dealings in Ordinary Shares 28 April
on AIM
Expected time and date of Cancellation 7.00 a.m. on 29 April
The Cancellation requires the approval of not less than 75 per
cent. of votes cast by Shareholders, whether voting in person
or by proxy, at the General Meeting.
* All references to times in this timetable are to London times
and each of the times and dates are indicative only and may
be subject to change. Any such change will be notified by an
announcement on a Regulatory Information Service.
LETTER FROM THE CHAIRMAN OF BIG SOFA TECHNOLOGIES GROUP PLC
BIG SOFA TECHNOLOGIES GROUP PLC
(Incorporated and registered in England and Wales under the
Companies Act 2006 with registered number 07847321)
Directors: Registered office:
Nicholas (Nick) Mustoe - Non-Executive
Chairman Finsgate
Christina (Kirsty) Fuller - Chief Executive
Officer 5-7 Cranwood Street
Joseph (Joe) MacCarthy - Chief Financial
Officer London
Matthew (Matt) Lynch - Chief Strategy
Officer EC1V 9EE
Steven Metcalfe - Non-Executive Director
John Haworth - Non-Executive Director
27 March 2020
To Shareholders
Proposed cancellation of admission to trading on AIM of the
Ordinary Shares
and
Notice of General Meeting
Introduction
Earlier today the Company announced that it was seeking
Shareholder approval for the cancellation of the admission of its
Ordinary Shares to trading on AIM.
The purpose of this letter is to explain the background to the
Cancellation and the reasons why the Directors unanimously consider
it to be in the best interests of the Company and its Shareholders
as a whole and to seek your approval for the Cancellation at the
General Meeting convened for this purpose. The Notice of the
General Meeting will be set out at the end of the Circular.
Background to and reasons for the Cancellation
The Directors are proposing to delist the Company from AIM
pursuant to Rule 41.
On 16th March, the Company announced a suspension in the trading
of its shares on AIM. The Company had been in the process of
finalising a long-planned equity raise to fund the next stage of
its growth. That fundraising was expected to close in mid-March
but, due to current market turbulence, it could not be completed.
The Directors have concluded that the ongoing situation has made it
impossible to raise conventional funds on AIM, and this has
precipitated a critical short-term working capital requirement. The
Company only has working capital until May 2020.
The Directors believe that for the business to capture the
substantial commercial growth opportunity in video data analytics,
the Company needs additional finance from a financial or strategic
partner. Accordingly, on 16 March the Company announced a formal
sale process under the Takeover Code.
Alongside the FSP, the Directors are seeking short term funding
in order to extend the time available to conclude the FSP and to
maximise Shareholder value. Such financing may include terms which
are not compatible with being listed on AIM. Some of the early
stage conversations that the Company has had were predicated on the
Company not being an AIM-quoted company. There is currently no
certainty as to a positive outcome to these exploratory
conversations.
As a result, the Board believes it is prudent to commence the
process of delisting the Company concurrently with seeking funding
and proceeding with the FSP in order that if terms are agreed, a
transaction can proceed without delay. Trading in the Ordinary
Shares will not be restored before Cancellation owing to the
uncertain financial condition of the Company.
The FSP will not change as a result of the Cancellation and the
Directors will provide Shareholders with updates on the process, as
applicable, via the Company's website www.bigsofatech.com/investors
.
In addition, the Directors believe that Cancellation will save
the ongoing costs of maintaining Admission, which are significant
(approximately GBP160,000 annually), and will allow senior
management more time to focus on current funding need and, assuming
that is addressed, growing the business in the longer term.
Taking these factors into account the Board believes that
Cancellation is in the best interests of the Company and its
Shareholders as a whole.
Process for Cancellation
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of its intention to cancel
Admission subject to Shareholders' approval and giving 20 business
days' notice. Additionally, Cancellation will not take effect until
at least five clear business days have passed following the passing
of the Resolution. Under the AIM Rules, it is a requirement that
Cancellation is approved by the requisite majority of Shareholders
voting at the General Meeting (being not less than 75 per cent. of
the votes cast, whether in person or by proxy). Accordingly, the
Resolution seeks Shareholders' approval of Cancellation. Subject to
the Resolution being passed, it is anticipated that trading in the
Ordinary Shares on AIM will cease at the close of business on 28
April 2020 with Cancellation taking effect at 7.00 a.m. on the
following business day, 29 April 2020.
Upon the Cancellation becoming effective, the Company will no
longer be required to comply with the AIM Rules. Shareholders
should note however that the Company will nevertheless remain
subject to the provisions of the Takeover Code.
Effect of Cancellation on Shareholders
The principal effects that Cancellation will have on
Shareholders are as follows:
-- there will be no public market on any recognised investment
exchange or multilateral trading facility for the Ordinary Shares
and, consequently, there can be no guarantee that a Shareholder
will be able to purchase or sell any Ordinary Shares. Share
transfers may still be effected after the date of Cancellation.
While the Ordinary Shares will remain freely transferable, they
might be more difficult to trade compared to shares of companies
admitted to trading on AIM. It may also be more difficult for
Shareholders to determine the market value of their shareholdings
in the Company at any given time;
-- whilst the Company's CREST facility will remain in place
following the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will
remain transferable, they may cease to be transferable through
CREST. In this instance, Shareholders who hold Ordinary Shares in
CREST will receive share certificates;
-- as stated above, the Company will no longer be required to
comply with the AIM Rules, therefore Shareholders will no longer be
afforded the protections given by the AIM Rules. In particular:
o the Company will not be bound to make any public announcements
of material events or to announce interim or final results, comply
with any of the corporate governance practices applicable to AIM
companies, announce substantial transactions and related party
transactions, or comply with the requirement to obtain shareholder
approval for reverse takeovers and fundamental changes in the
Company's business;
o AIM Rule 15, which requires shareholder approval in
circumstances of a divestment of all, or substantially all, of its
trading business, activities or assets, will cease to apply. This
may be relevant in the context of the FSP;
o AIM Rule 26, obliging the Company to publish prescribed
information on its website, will cease to apply; and
o the Company will cease to retain a nominated adviser and broker;
-- the Company will no longer be subject to the Market Abuse
Regulation regulating inside information; and
-- Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax
position should consult their own independent tax adviser.
Nevertheless:
-- the Company will remain subject to English company law, which
mandates shareholder approval for certain matters; and
-- the Company will remain subject to the provisions of the
Takeover Code provided that the Company continues to have its
registered office in the UK and is considered by the Panel to have
its place of central management and control in the UK.
The above considerations are not exhaustive, and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation.
Following Cancellation becoming effective, the Board intends to
provide certain facilities and services to Shareholders,
including:
-- posting information on its website at www.bigsofatech.com
/investors, although Shareholders should be aware that there will
be no obligation on the Company to include the information required
under AIM Rule 26 or to update the website as required by the AIM
Rules;
-- holding general meetings in accordance with the applicable statutory requirements; and
-- providing access to and/or provide copies of the Company's
audited accounts in accordance with the applicable statutory
requirements.
The Company will remain registered with the Registrar of
Companies in England & Wales in accordance with, and subject
to, the Companies Act 2006, notwithstanding Cancellation.
Following Cancellation, it will still be possible to hold
Ordinary Shares in uncertificated form in CREST.
Shareholders should be aware that if Cancellation takes effect,
they will at that time cease to hold Shares in a company whose
shares are admitted to trading on AIM and the matters set out above
will automatically apply to the Company from the date of
Cancellation.
Shareholders who are in any doubt about their tax position
should consult their own independent professional adviser.
Trading mechanism post Cancellation
The Directors are aware that, should Cancellation be approved by
the Shareholders at the General Meeting, it would make it difficult
to buy and sell Ordinary Shares. At present, given the turbulence
in the markets and the volatility in the Company's share price the
Board do not believe that there is appetite amongst Shareholders to
buy or sell Ordinary Shares. The Directors anticipate that the FSP
will be concluded during the course of this year. Accordingly the
Directors do not intend to put in place any facility for the buying
or selling of Ordinary Shares.
Share Option Scheme
The rights of holders of options under the Company's share
option schemes will remain unaffected by Cancellation.
Taxation
Shareholders are strongly advised to consult their professional
advisers about their own personal tax position arising in
connection with Cancellation.
General Meeting
The Cancellation requires the approval of Shareholders at the
General Meeting of a special resolution, which requires the
approval of not less than 75 per cent. of the Shareholders voting
either directly or via proxy at the General Meeting. Accordingly, a
notice will be set out at the end of the Circular convening the
General Meeting to be held at the offices of Kindred Agency
Limited, 4th Floor, Dean Bradley House, 52 Horseferry Road, London
SW1P 2AF at 9 a.m. on 14 April 2020 at which the Resolution to
cancel the admission of the Shares to trading on AIM will be
proposed.
The Board cannot stress strongly enough its wish that
Shareholders do not put themselves at risk of becoming infected
with COVID-19 as a result of travelling to or attending the General
Meeting. Given the current Government guidelines on meetings
involving more than a small handful of people the Board would
encourage you not to attend the General Meeting but instead to
appoint a proxy in accordance with the instructions set out below.
In order to enable Shareholders to ask questions relating to the
Cancellation, Shareholders are requested to email any questions to
the Company ( joemaccarthy@bigsofatech.com ) by no later than
6.00p.m on 7 April 2020. Answers will be posted on the Company's
website by no later than 6.00p.m on 8 April 2020. If,
notwithstanding the above advice, you do intend to attend the
General Meeting in person please would you contact the Company
Secretary by email ( joemaccarthy@bigsofatech.com ) to confirm your
attendance.
Action to be taken
Whether or not you intend to be present in person at the General
Meeting (and the Board would strongly recommend that you do not),
you are strongly encouraged to complete a valid proxy appointment.
Proxy appointments should be made electronically, by post or,
during normal business hours only, by hand, to Link Asset Services,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon
as possible but in any event so as to arrive by no later than 9
a.m. on 8 April 2020 (or, in the case of an adjournment of the
General Meeting, no later than 48 hours before the time fixed for
the holding of the adjourned meeting).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting in
the event of your absence. The completion and return of a valid
proxy appointment will not preclude you from attending and voting
in person at the General Meeting, or any adjournment thereof,
should you wish to do so, but the Board would encourage you not to
attend the General Meeting.
Recommendation
The Directors consider the Cancellation to be in the best
interests of the Company and the Shareholders as a whole and,
accordingly, unanimously recommend that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting as they
intend to do in respect of their own beneficial holdings amounting,
in aggregate, to 28,123,981 Ordinary Shares, representing
approximately 15 per cent. of the Issued Share Capital.
Yours faithfully
Nick Mustoe
Chairman
DEFINITIONS
The following words and expressions shall have the following
meanings throughout this announcement unless the context otherwise
requires:
"Admission" the admission to trading on AIM of the
Ordinary Shares
"AIM" the AIM market operated by the London
Stock Exchange
"AIM Rules" the rules for AIM companies as published
by the London Stock Exchange from time
to time
"Arden" Arden Partners plc, the Company's nominated
adviser and broker
"Board" or "Directors" the directors of the Company
"Business Day" any day which is not a Saturday, Sunday
or a public holiday in the UK
"Cancellation" the proposed cancellation of Admission,
subject to passing of the Resolution
and in accordance with Rule 41 of the
AIM Rules
"certificated" or "in a share or other security which is not
certificated form" in uncertificated form (that is, not
in CREST)
"Circular" the circular expected to be posted to
Shareholders on 27 March 2020
"Company" or "Big Sofa" Big Sofa Technologies Group plc, a company
registered in England and Wales with
registered number 07847321
"CREST" the computerised settlement system to
facilitate transfer of title to or interests
in securities in uncertificated form
operated by Euroclear UK & Ireland Limited
"CREST Regulations" the Uncertificated Securities Regulations
2001 (S.I. 2001 No. 3755), as amended
"FCA" the Financial Conduct Authority of the
UK
"FSMA" the Financial Services and Markets Act
2000, as amended
"FSP" a formal sale process conducted under
the terms of the Takeover Code
"General Meeting" the general meeting of the Company,
notice of which is set out at the end
of the Circular, and any adjournment
thereof
"Issued Share Capital" the 186,250,692 existing Ordinary Shares
in issue at the date of the Circular,
all of which are admitted to trading
on AIM
"London Stock Exchange" London Stock Exchange plc, a company
registered in England and Wales with
registered number 02075721
"Notice of General Meeting" the notice of the General Meeting, which
is set out at the end of the Circular
"Ordinary Shares" ordinary shares of 3 pence each in the
share capital of the Company
"Panel" the Panel on Takeovers and Mergers
"Regulatory Information a regulatory information service as
Service" defined by the AIM Rules
"Registrars" Link Asset Services
"Resolution" the resolution to be proposed at the
General Meeting, as set out in the Notice
of General Meeting
"Shareholder(s)" holder(s) of Ordinary Shares
"Takeover Code" the City Code on Takeovers and Mergers,
as amended from time to time
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in a share or security recorded in the
uncertificated form" Company's register of members as being
held in uncertificated form, title to
which may be transferred by means of
CREST
"US" or "United States" the United States of America
"GBP", "pounds sterling", are references to the lawful currency
"pence" or "p" of the United Kingdom
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCSEWFMWESSEID
(END) Dow Jones Newswires
March 27, 2020 22:09 ET (02:09 GMT)
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