TIDMITS
RNS Number : 8167A
Itsarm PLC
26 May 2023
For immediate release
26 May 2023
Itsarm plc
Result of Adjourned General Meeting
and
Restoration of trading
Itsarm plc (AIM: ITS) ("Itsarm" or the "Company" ) announces
that, at the adjourned general meeting held earlier today (the
"Adjourned General Meeting"), the proposed resolutions relating to
the Cancellation and placing the Company into a members voluntarily
liquidation process were not passed by the requisite
majorities.
As a result, the Company will remain quoted on AIM as an AIM
Rule 15 cash shell and the proposed Cancellation on 30 May 2023
will not take place. Trading in the Company's Ordinary Shares,
which were suspended at 7.30 a.m. this morning pending the outcome
of the Adjourned General Meeting, will be restored immediately upon
the publication of this announcement.
The full text of each of the Resolutions is set out in the
Company's circular to shareholders dated 26 April 2023 (the
"Circular"), which is available on the Company's website at
www.itsarmplc.co.uk . Capitalised terms used but not defined in
this announcement shall have the meaning given to them in the
Circular.
The following table sets out the total number of votes cast on
each Resolution.
RESOLUTION VOTES FOR VOTES AGAINST TOTAL VOTES WITHHELD
Number % Number % Number % Number
of
ISC
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
the Company
be wound
1 up voluntarily 18,538,567 61.84 11,438,824 38.16 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
the Liquidators
be authorised
to distribute
the whole
or any parts
of the assets
2 of the Company 19,719,290 65.78 10,258,101 34.22 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolutions
1, 2, 4-9
(inclusive)
being approved,
the cancellation
of the admission
to trading
on AIM of
the ordinary
shares be
3 approved 19,319,290 64.45 10,658,101 35.55 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
Emma Cray,
Jen Whatcott
and Steven
Sherry be
appointed
Liquidators
4 of the Company 18,528,567 61.81 11,448,824 38.19 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
the Liquidators'
fees be
5 determined 18,528,567 61.81 11,448,824 38.19 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
the Liquidators
be authorised
to exercise
the powers
set out
in the Insolvency
6 Act 1986 19,719,290 65.78 10,258,101 34.22 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
the Company's
books and
records
be held
by the members
to the order
7 of the Liquidators 19,719,290 65.78 10,258,101 34.22 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT, conditional
on Resolution
3 being
approved,
certificate
copies of
the resolutions
passed be
signed by
James Sharp
for and
on behalf
8 of the members 19,719,290 65.78 10,258,101 34.22 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
THAT the
minimum
number of
directors
of the Company
shall be
two and
any acts
previously
carried
out by two
Directors
9 be ratified 19,744,290 65.86 10,233,101 34.14 29,977,391 57.10 2,999
-------------------- ----------- ------ ----------- ------ ----------- ------ ---------
Notes
1. Any proxy appointments which gave discretion to the Chairman
have been included in the "Votes For" total.
2. A "Vote Withheld" is not a valid vote in English law and was
not counted in the calculation of the proportion of the votes "For"
or "Against" a resolution.
3. As at the date on which members had to be entered in the
register of members of the Company in order to be entitled to
attend and vote at the Adjourned General Meeting, the issued share
capital of the Company (the "ISC") was 52,499,998 Ordinary
Shares.
Trading and corporate update
As of 25 May 2023, the Company had cash of approximately
GBP248,000 (25 April 2023: GBP516,000) with contractual liabilities
of approximately GBP72,000 (25 April 2023: GBP231,000). The Company
has no trade but relatively significant on-going expenses.
Given the Company's cash position, its current contractual
liabilities, the contingent liabilities it has to consider and the
ongoing cost run-rate, the Directors, in consultation with the
Company's advisers, are assessing the solvency of the Company and a
further announcement will be made as soon as is practicably
possible. It should be noted that the Company has to assess the
costs and timelines involved in any insolvent liquidation process
when assessing its current solvency position.
As previously stated, the Company does not intend to enter into
an acquisition or acquisitions which constitute a reverse takeover
under Rule 14 of the AIM Rules. Furthermore, no approach has been
received from any third-party presenting a credible option for the
Company to undertake such a transaction since becoming a cash shell
and the Company is not actively seeking such a solution. Similarly,
the Company has not received any proposals to provide additional
funding to the Company since becoming a cash shell.
Enquiries:
Itsarm plc via Hudson Sandler
Jim Sharp, Director
Richard Monaghan, Director
Hudson Sandler +44 (0)20 7796 4133
Alex Brennan itsarmplc@hudsonsandler.com
Ben Wilson
Liberum Capital Limited (Nomad and Broker)
Clayton Bush
Scott Mathieson
Miquela Bezuidenhoudt +44 (0)20 3100 2000
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END
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