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may be adversely affected as a consequence;
● it may be more difficult for Shareholders to determine the market value of their investment in the
Company at any given time;
● the regulatory and financial reporting regime applicable to companies whose shares are admitted to
trading on AIM will no longer apply;
● Shareholders will no longer be afforded the protections given by the AIM Rules, such as the
requirement to be notified of certain events, or required to obtain shareholder approval, where
applicable, including substantial transactions, financing transactions, reverse takeovers, related party
transactions and fundamental changes in the Company’s business, including certain acquisitions and
disposals;
● the levels of transparency and corporate governance within the Company are unlikely to be as
stringent as for a company quoted on AIM;
● the Company will cease to have an independent nominated adviser and broker;
● the Company’s CREST facility will be cancelled and, although the Ordinary Shares will remain
transferable, they will cease to be transferable through CREST. Instead, Shareholders who hold
depositary (interests representing Ordinary Shares) in CREST will receive share certificates; and
● the Cancellation may have taxation consequences for Shareholders. Shareholders who are in any
doubt about their tax position should consult their own professional independent tax adviser.
The Company will remain subject to the applicable provisions of corporate law from time to time in force
in the British Virgin Islands.
The above considerations are non-exhaustive and Shareholders should seek their own independent advice
when assessing the likely impact of the Cancellation on them.
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The Company will endeavour to continue to provide certain facilities and services to Shareholders that they
currently enjoy as shareholders of an AIM company. Following the Cancellation, the Company will:
● continue to communicate information about the Company (including annual accounts) to its
Shareholders, as required by law, and the Company will continue to hold annual general meetings;
and
● continue to maintain a website (details of which will be confirmed in due course) and to post updates
on the website from time to time (being at least every six months), although Shareholders should be
aware that there will be no obligation on the Company to include all of the information required under
AIM Rule 26 or to update the website as required by the AIM Rules.
6. Transactions in Ordinary Shares
The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the EGM,
would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.
Shortly following the proposed Cancellation, the Company intends, subject to being able to comply with
applicable law, to