TIDMIME
RNS Number : 8321K
Immedia Group PLC
09 May 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
9 May 2022
Immedia Group Plc
("Immedia" or "the Company" or "the Group")
(to be renamed Immediate Acquisition Plc)
Result of General Meeting, Completion of Disposal, Directorate
Change and Change of Name
Further to the announcement on 21 April 2022, Immedia is pleased
to announce the results of the voting on the resolutions at its
General Meeting, held earlier today. All resolutions were passed by
the requisite majority. Resolutions 1 and 2 were passed as ordinary
resolutions and resolution 3 was passed as a special
resolution.
The proxy results are set out below:
Resolution Votes % of Votes % Votes Votes
for votes against of total Withheld
votes
1. Approval of the
sale by the Company
of Immedia Broadcast
Limited to AVC Immedia
Limited for the purposes
of Rule 15 of the
AIM Rules. 4,948,827 99.97% 1,320 0.03% 4,950,147 906,000
----------- ------- --------- ------- ----------- ---------
2. The approval of
the Disposal for
the purposes of section
190 of the Companies
Act. 4,948,827 99.97% 1,320 0.03% 4,950,147 906,000
----------- ------- --------- ------- ----------- ---------
3. The approval of
the Change of name. 10,454,827 99.99% 1,320 0.01% 10,456,147 0
----------- ------- --------- ------- ----------- ---------
Please note a 'vote withheld' is not a vote under English law
and is not counted in the calculation of votes 'for' and 'against'
a resolution.
Completion of the Disposal
Consequently, the disposal of Immedia Broadcast Limited has
completed today.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a
fundamental change of business of the Company. The Company has
ceased to own, control or conduct all or substantially all, of its
existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will
become an AIM Rule 15 cash shell and, as such, will be required to
make an acquisition or acquisitions which constitute(s) a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before
the date falling six months from Completion or be re-admitted to
trading on AIM as an investing company under the AIM Rules (which
requires the raising of at least GBP6 million), failing which the
Company's Ordinary Shares would then be suspended from trading on
AIM pursuant to AIM Rule 40. Admission to trading on AIM would be
cancelled six months from the date of suspension should the reason
for the suspension not be rectified during that period.
Any failure in completing an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14, including
seeking re-admission as an investing company (as defined under the
AIM Rules), will result in the cancellation of the Company's
Ordinary Shares from trading on AIM.
Market conditions may also have a negative impact on the
Company's ability to make an acquisition or acquisitions which
constitute(s) a reverse takeover under AIM Rule 14. There is
therefore no guarantee that the Company will be successful in
meeting the AIM Rule 15 deadline as described above.
Board Changes & New Company Secretary
Executive Directors, Ross Penney and John Trevorrow, have
stepped down from the Board with immediate effect, with the three
Non-Executive Directors, Tim Hipperson, Simon Leathers, and Mark
Horrocks remaining.
A new Company Secretary, AMBA Secretaries Limited has been
appointed.
Change of Name and Registered Office
At today's General Meeting, shareholders approved the change of
Company's name to Immediate Acquisition Plc. The change of name is
being processed by Companies House and will take effect on the AIM
market of the London Stock Exchange once this has occurred. The
Company's TIDM, IME.L, will remain unchanged.
Immedia Broadcast Limited will continue to trade under that
name.
The Company has changed its registered office to c/o Charles
Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD.
Tim Hipperson, Non-executive Chairman, commented:
"The disposal of Immedia Broadcast Limited signals a change of
direction for both the Company's shareholders and the management of
Immedia Broadcast Limited. I want to thank Ross and John, in
particular, for their contribution to the Group over many years and
wish them every success in the future."
For further information please contact:
Immedia Group Plc Tel: +44 (0) 203 515 0233
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
SPARK Advisory Partners Limited (Nomad) Tel: +44 (0) 203 368 3550
Mark Brady
Neil Baldwin
SP Angel Corporate Finance LLP (Broker) Tel: +44 (0) 207 470 0470
Abigail Wayne
Buchanan Communications Tel: +44 (0) 207 466 5000
Chris Lane
Ends
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