21 Dec 2018 07:00
21 December 2018
CSF Group plc
("CSF", the "Company" or the "Group")
Update re appointment of a replacement nominated adviser
On 12 November 2018 the Company announced that, following its extraordinary general meeting held on 24 September 2018 and the resignation of Mr Phil Cartmell as the Company's Chairman and as a director with effect from the close of business on 31 December 2018, its nominated adviser, Allenby Capital Limited ("Allenby Capital"), gave the Company three months' notice of its resignation, pursuant to the nominated adviser agreement between the Company and Allenby Capital. As a consequence, Allenby Capital will cease to act as the Company's nominated adviser at the close of business on 31 December 2018.
The Company also announced that it had recently met with a number of potential replacement nominated advisers, but was turned down by them for various reasons. As a result, the board of CSF (the "Board") believes that it will not be possible for the Company to appoint a replacement nominated adviser. As a consequence, the Company's shares will be suspended from trading on AIM with effect from 7:30 a.m. (UK time) on 2 January 2019. If, following such suspension, the Company fails to appoint a replacement nominated adviser within one month of the date that its shares are suspended from trading on AIM, the admission of the Company's shares to trading on AIM will be cancelled ("Cancellation").
Should Cancellation proceed, the Company intends to put in place a matched bargain settlement facility with BritDAQ Limited (the "BritDAQ Facility") which should facilitate shareholders buying and selling shares on a matched bargain basis following Cancellation. It cannot be guaranteed that the BritDAQ Facility will offer a comparable degree of liquidity and share prices that are as attractive as those which are currently available via the Company's quotation on AIM.
The key terms of the BritDAQ Facility are as set out below:
· the BritDAQ Facility will be made available through BritDAQ Limited, who will provide a platform to buy or sell shares through the BritDAQ website (www.britdaq.com);
· BritDAQ Limited is authorised and regulated by the Financial Conduct Authority;
· 'Gold' BritDAQ membership is required to buy or sell shares through the BritDAQ website. Gold Membership is free of charge;
· if shares are held through a bank or a nominee company, then a shareholder will need to request that a share certificate be issued in their own name and delivered to them, in order to be ready to trade;
· when a shareholder wishes to trade on BritDAQ, the shareholder enters a buy or sell quantity and an associated price. Other BritDAQ members will then be able to match that offer or propose a counter-bid or counter-offer. Once agreed, BritDAQ will deal with the administration of the transaction and arrange for the associated transfer of funds between the parties, at which point a fee for the service will become due and payable by the shareholder; and
· further information can be found on www.britdaq.com or via admin@britdaq.com.
Should Cancellation proceed, then it is likely that the Company's CREST facility will be ceased, and it is likely that shareholders will therefore be issued share certificates in respect of their shares. Following the implementation of the BritDAQ Facility, the Board intends to monitor its popularity amongst shareholders and will review it at regular intervals to consider whether it remains cost effective.
For further information:
CSF Group
Phil Cartmell, Chairman +603 8311 9563
Allenby Capital (Nominated Adviser and Broker)
Nick Naylor / Alex Brearley +44 (0) 20 3328 5656