Amala Foods Plc Regulatory News (DISH)

Amala Foods Plc

("Amala" or the "Company")

Transaction Update

Amala Foods Plc (LON: DISH), announces that the Company has been unable to complete its reverse takeover ("RTO") of Healthcare Medical Plus Pte Ltd before the end of the transition period for companies with their shares admitted to the Equity Shares (Shell Companies) Category contained in UKLR TP 7. This transition period lasted one year from 28 July 2024 and the consequence of this is that the Company's application for the re-admission of the Companies Shares to the Equity Shares (Transition) Category has lapsed ("RTO Application"). This means the Company can no longer benefit from the transitional provisions in UKLR TP 10 that allowed the Company to readmit to the Official List with a market capitalisation above £700,000 rather than above £30 million.

The Board are disappointed that accounting issues in the Philippines have meant that the Company was unable to complete its RTO before the end of the transition period. The Company had progressed the transaction to an advanced stage and the Board believe that they were close to being able to resolve the Philippine accounting issues. The Company has sought clarification on its position from the FCA who have confirmed that they have lapsed the Company's application on 29 July 2025 due to the end of the transition period. The Board believes this outcome is disappointing given also that the target group's business developed significantly during the period in which the RTO was under discussion, growing top line revenue and profitability as well as increasing the number of operational sites. The Company will update the market in due course.

As the Company's proposed RTO with Healthcare Medical Plus Pte Ltd is unlikely to result in the Company obtaining a market capitalisation of £30m or more, the Company has suspended the current RTO process with Healthcare Medical Plus Pte Ltd while the Company weighs up its various options. 

The Company had prepared its accounts for the year to 31 March 2025 ("25 Accounts") on the basis that the RTO with Healthcare Medical Plus Pte Ltd would be completed prior to publication. This is not now likely to occur and therefore the Company will now be required to update its accounts prior to publication with the necessary disclosure. The Company does not believe that it will be able to publish its accounts before the end of July 2025 and so has requested that the Company's shares remained suspended pending release of the 25 Accounts. Following the publication of the 25 Accounts the Company will request that the FCA lift the suspension of the Company's ordinary shares from the Official List and trading on the Main Market. The Company is targeting to release these accounts in August 2025 but there is currently no guarantee that this will be possible. Upon lifting of the suspension of the Company's ordinary shares, they will be admitted to the Equity Shares (Shell Companies) Category of the Official List and the Company remains a Shell Company for the purposes of the UK Listing Rules.

The Board are now weighing up the potential of finding a new transaction versus the potential of a move to Aquis to restart the transaction regarding Healthcare Medical Plus Pte Ltd and/or raising additional capital. The Board has neither received nor accrued any remuneration over recent years and will continue to adopt this approach as it strives for a positive outcome for all stakeholders.

Celia Li has notified the Company that she wishes to step down as Non-Executive Director with immediate effect to pursue her other commitments. The Board wishes to thank Celia for her contribution to the Company and will now actively seek a replacement.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2014 ("MAR").

Enquiries:

Jonathan Morley-Kirk, Non-Executive Chairman

jmk@bluebirdmv.com