365.L Regulatory News (365)

Iafyds RNS

9 February 2015

Iafyds PLC

("Iafyds" or the "Company")

Update on the CVA, progress on finding a suitable investment & notification of suspension.

Iafyds announces that, in accordance with Rule 15 of the AIM Rules for Companies ("AIM Rules"), the Company's shares will today be suspended from trading on AIM from 7.30 a.m. London time as a result of the Company not having completed an acquisition which constitutes a reverse takeover under the AIM Rules, or otherwise implemented its investing policy within twelve months of becoming an investing company. The Company continues to actively work towards implementing its investing policy and will keep shareholders informed of developments. Accordingly, the Board of Iafyds is pleased to update the market with progress with the Company Voluntary Arrangement ("CVA") and the search for a new investment direction.

Completion of CVA

Further to the announcement of 17 September 2014, the Board is pleased to confirm that, in accordance with Rule 1.29 of the Insolvency Rules 1986, the CVA has been successfully completed as per the original proposal agreed by creditors on 27 December 2013. The Joint Supervisor, Patrick Alexander Lannagan of BDO LLP, has filed a Certificate of Compliance at the High Court of Justice in Manchester.

All claims from former creditors of V Phase plc have been settled and the former trading subsidiary (which is no longer controlled by Iafyds), V Phase Smart Energy Limited, has moved into liquidation.

Progress in finding a new investment opportunity

Background

Since 7 February 2014, the date of the approval by Iafyds' shareholders of the Company becoming an investment company under the AIM Rules, the board and the principal investor Henderson have sought a suitable business to acquire in accordance with the Company's adopted investment policy.

Adopted Investing Policy summary

"The Company's adopted Investing Policy is to invest in businesses that typically have attributed to them some or all of the following criteria and characteristics:

· Strong management;

· An established entity or product in growth mode;

· A differentiated product or offering;

· A significant potential market opportunity; and

· The ability to generate strong cashflows in the future.

The Company will initially focus on projects located in the United Kingdom but will also consider investments in other geographical regions in the future."

As previously reported in the first half of 2014 the IPO market was strong and the supply of suitable businesses prepared to list by way of a reverse takeover was limited. More recently the level of interest in Iafyds has improved and in recent months the Iafyds board has considered a number of possible opportunities.

Current position

Iafyds has entered in a Memorandum of Understanding ("MOU") to invest £2.1 million by way of convertible loan into a retail business operating in a clearly defined sub sector of the leisure industry.

Henderson has, in principle, agreed to advance the £2.1 million due to be invested by Iafyds by way of a convertible loan bearing the same terms as the convertible loan to be made by Iafyds.

The Board of Iafyds expects formal Subscription Agreements to be entered into between (1) the Company and the owners of the target business and (2) between the Company and Henderson before the end of February 2015. Following this the parties will work towards an early reverse takeover, and in any event before the end of July 2015, at which point it will provide a further update on the publication of an Admission Document including full details on the target business.

Trading in the Company's shares

In the event that the Company is unable to implement its investing policy within the next six months (i.e. by 7 August 2015), admission of the Company's shares will be cancelled in accordance with Rule 41 of the AIM Rules.

For further information please contact:

Iafyds plc:  

Clive Carver / Colin Hutchinson c/o +44 (0) 20 7886 2500

Panmure Gordon:  

Hugh Morgan +44 (0) 20 7886 2500