26 Apr 2023 11:51
For immediate release
26 April 2023
Itsarm plc
Corporate update
Proposed members' voluntary liquidation
Proposed cancellation of admission to trading on AIM
Notice of General Meeting
and
Publication of circular
Itsarm plc (formerly In The Style Group plc) (AIM: ITS) ("Itsarm" or the "Company"), announces a corporate update, a proposed members voluntary liquidation, the proposed cancellation of admission to trading on AIM and notice of a General Meeting of the Company.
Corporate update
· On 7 March 2023, the Company announced the completion of its strategic review and the agreement to sell its only operating subsidiary, In The Style Fashion Limited, for a total cash consideration of £1.2 million (the "Sale"). On 27 March 2023, the Company completed the Sale and in doing so became a cash shell for the purposes of Rule 15 of the AIM Rules for Companies (the "AIM Rules"), with no operating business.
· While the net proceeds from the Sale were approximately £500,000, the Company now has no income but continues to incur operating expenses which include the costs of having to remain an AIM-quoted company. These costs are significant in the context of the cash available to the Company.
· As at 25 April 2023, the Company had cash of £516,000 with current contractual liabilities of £231,000 primarily relating to one-off expenses incurred for insurance and advisory fees during April 2023.
· The Company also has ongoing costs including directors' fees, insurance costs, AIM listing fees, registrar fees, professional and other advisers' fees and website hosting costs. The directors of the Company (the "Directors" and together, the "Board") are taking steps to renegotiate fees where possible, however the current monthly spend is approximately £40,000 before any one-off expenses including advisory costs relating to the future of the Company.
· Given the Company's cash position, its current contractual liabilities, the contingent liabilities it has to consider and the ongoing cost run-rate, the likelihood of the Company being able to continue for a period longer than three months from the date of this announcement before becoming insolvent is low.
Members voluntary liquidation and proposed cancellation of admission to trading on AIM
· As previously stated, the Company does not intend to enter into an acquisition or acquisitions which constitutes a reverse takeover under Rule 14 of the AIM Rules. Furthermore, no approach has been received from any third-party presenting an option for the Company to undertake such a transaction since becoming a cash shell.
· Following further consultation with the Company's advisers, the Board has determined that it would be in the best interests of the Company and its shareholders ("Shareholders") as a whole to put forward a formal proposal to Shareholders for a members' voluntary liquidation of the Company (the "MVL").
· The Board is of the view that the MVL represents the best and most cost-effective option to protect and realise any Shareholder value, given that the Company's operating subsidiary has been sold and the Company no longer has any trading business or income of any sort. The MVL is conditional upon the approval of Shareholders in general meeting.
· The Directors have concluded that, on the basis that the MVL is the best and most cost efficient way to protect and return any Shareholder value, it is in the best interests of the Company and its Shareholders to seek Shareholders' approval to cancel the admission of the Company's ordinary shares of £0.0025 each in the capital of the Company ("Ordinary Shares") to trading on the AIM market of London Stock Exchange plc ("AIM") (the "Cancellation").
· Given the time it takes to conclude an MVL and the significant expense the Company would incur as a quoted Company through that time, an MVL would not likely be possible if the Company remained admitted to trading on AIM. The cancellation of admission to trading on AIM would preserve cash in the Company and maximise any distribution made through a MVL.
· In accordance with Rule 41 of the AIM Rules, the Company has notied the London Stock Exchange of the proposed Cancellation.
· Assuming the passing of the resolution to approve the Cancellation in general meeting, it is expected that the Cancellation will take place on or around 26 May 2023.
· If the Company is able to be wound up on a solvent basis, which is subject to a number of commercial matters being satisfactorily resolved ahead of the MVL, a distribution to Shareholders is anticipated but this is unlikely to exceed 0.2 pence per Ordinary Share. There is unlikely to be any distribution to Shareholders if the Company is wound up on an insolvent basis.
Publication of shareholder circular and Notice of General Meeting
In connection with the MVL and the Cancellation, the Company expects to publish and post later today a Shareholder circular (the "Circular") containing, amongst other things, further details of the MVL, the Cancellation and the Directors' recommendation to vote in favour of the resolutions (the "Resolutions") to be proposed at a general meeting of the Company to be held at Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE at 9:30 a.m. on 12 May 2023.
The Company urges Shareholders to read the Circular once published carefully as it contains important information in relation to the MVL and the Cancellation. Any vote in respect of Resolutions should be made only on the basis of the information contained in the Circular.
The Circular will shortly be available for viewing on the Company's website at www.itsarmplc.co.uk.
Enquiries:
Itsarm plc via Hudson Sandler
Jim Sharp, Director
Rich Monaghan, Director
Hudson Sandler +44 (0)20 7796 4133
Alex Brennan itsarmplc@hudsonsandler.com
Ben Wilson
Liberum Capital Limited (Nomad and Broker) +44 (0)20 3100 2000
Clayton Bush
Scott Mathieson
Miquela Bezuidenhoudt
Important notice
Nominated adviser
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and corporate broker to In The Style Group plc and no one else and will not be responsible to anyone other than In The Style Group plc for providing the protections afforded to clients of Liberum nor for providing advice in relation to any matters referred to in this announcement. Neither Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this announcement, any statement contained herein or otherwise.
General
This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.
This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company.
No statement in this announcement is intended to be a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors of the current Company's intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors of the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors of the Company consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law, the AIM Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors of the Company's expectations or to reflect events or circumstances after the date of this announcement.
Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
All references to time in this announcement are to London time, unless otherwise stated.