11 Dec 2020 07:00
11 December 2020
Ashley House plc
Reverse Takeover Update, Administration & Cancellation from Trading on AIM
Ashley House plc ("Ashley House" or the "Company") announces that it is no longer in discussions to potentially combine with Piper Homes PLC ("Piper") as announced on 30 July 2020.
Discussions with Piper had been wide ranging but included, amongst other structures, whether Piper could obtain a listing through a Reverse Takeover of the Company pursuant to AIM Rule 14 or another similar transaction (the "Proposed Transaction"). Despite all parties' best efforts, Piper has withdrawn from the Proposed Transaction and as such the Company confirms it is no longer in discussions with Piper.
Notice of Intention to Appoint Administrators
On 26 August the Company advised that a Company Voluntary Arrangement ("CVA") had been passed. The CVA was dependent on Piper and the Company completing the Proposed Transaction. Following the withdrawal of Piper from the Proposed Transaction, the CVA will automatically fail. Begbies Traynor (Central) LLP, the Nominee and Supervisor for the CVA, will formally write to shareholders and creditors in the coming days advising them of the situation.
Following the failure of the CVA, the directors have no option but to file a Notice of intention to Appoint an Administrator, which was filed in court yesterday.
It is the intention of the Company to appoint Begbies Traynor (Central) LLP as Administrator. It is expected that this appointment will be made in the coming days.
Report and Accounts
The Board appointed Lee Accounting Services 2018 Limited, trading as Lee & Co, Chartered Accountants as the Company's auditors in place of Grant Thornton who has resigned.
The Company's reporting deadline for the publication of its annual audited accounts for the period ended 31 October 2019 was extended to 31 July 2020 as a result of the COVID-19 pandemic. The Company was not in a position to publish its accounts by this date.
The Company now reports that, following the cessation of discussions with Piper, it will be unable to publish its annual accounts for the period ended 31 October 2019 and as such it will no longer be able to fulfill its obligations to the market under AIM Rule 19. As a result, admission of the Company's shares to trading on AIM will be cancelled at 7am on Monday 14 December. Trading in the Company's shares on AIM has been suspended since March 2020 and will remain suspended until cancelled.
Board Change
Jonathan Holmes stepped down from the Board.
Registered Office
Following the closure of the Company's offices, the Registered Office of the Company has changed to C/O Begbies Traynor, Toronto Square, Toronto Street, Leeds LS1 2HJ.
The Company is hugely disappointed with the failure of the CVA and the pending Administration and would like to thank everyone who has worked with it over the last 29 years to develop the hundreds of GP surgeries, health facilities and affordable extra care homes which benefit hundreds of thousands of people now and into the future.
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
Enquiries:
WH Ireland 0207 220 1666
(Nominated Adviser and Broker)
Adrian Hadden
James Sinclair-Ford
Darshan Patel