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Publication of circular

7 Mar 2023 13:00

RNS Number : 1831S
In The Style Group PLC
07 March 2023
 

For immediate release

7 March 2023

 

In The Style Group plc

Publication of circular

 

In The Style Group plc (AIM:ITS) ("In The Style", the "Company" or, together with its subsidiary undertakings, the "Group"), the disruptive and inclusive digital womenswear fashion brand, announced earlier today the completion of its strategic review, the conditional agreement to sell its only operating subsidiary, In The Style Fashion Limited, for a total cash consideration of £1.2 million, and the proposed cancellation of the Company's admission to trading on AIM.

In connection with the Sale and the Cancellation, the Company is pleased to announce that the Shareholder circular (the "Circular") containing, amongst other things, further details of the Sale, the Cancellation and the Independent Directors' recommendation to vote in favour of the Resolutions at the General Meeting will shortly be posted to Shareholders and published by the Company.

The Circular contains a notice of a General Meeting of the Company to be held at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London EC1M 6AE at 9.30 a.m. on 24 March 2023 for the purposes of approving the Sale and the Cancellation.

The Company urges Shareholders to read the Circular once published carefully as it contains important information in relation to the Sale 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 and the Notice of General Meeting will shortly be available for viewing on the Company's website at www.https://corporate.inthestyle.com/.com.

 

Expected timetable of principal events:

Publication of the Circular

7 March 2023

Latest time and date for receipt of proxy instructions and CREST voting instructions

9.30 a.m. on 22 March 2023

General Meeting

9.30 a.m. on 24 March 2023

Completion of the Sale

27 March 2023

Proposed Cancellation date

5 April 2023

Note:

Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Liberum Capital Limited If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

 

Enquiries:

 

In The Style Group plc Via Hudson Sandler

Jim Sharp, Chairman

Rich Monaghan, Chief Financial Officer

 

Hudson Sandler +44 (0)20 7796 4133

Alex Brennan inthestyle@hudsonsandler.com

Ben Wilson

 

Lincoln International LLP (Financial Adviser) +44 (0)20 7022 9880

Harry Kalmanowicz

Julian Tunnicliffe

 

Liberum Capital Limited (Nomad and Broker) +44 (0)20 3100 2000

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

 

 

 

 

Important notice

Financial and other advisers

Lincoln International LLP ("Lincoln"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to In The Style Group plc and no one else in connection with the Sale and will not be responsible to anyone other than In The Style Group plc for providing the protections afforded to clients of Lincoln nor for providing advice in relation to the Sale or any other matters referred to in this announcement. Neither Lincoln 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 Lincoln in connection with this announcement, any statement contained herein or otherwise.

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.

Capitalised terms used in the Circular shall have the same meanings in this announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
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15th Jun 20232:25 pmRNSTimetable regarding winding-up petition
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26th May 202310:00 amRNSRestoration - Itsarm PLC
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12th May 20239:40 amRNSGeneral Meeting Update & pub. of Sup. Circular
4th May 20238:40 amRNSUpdated timetable
27th Apr 20233:13 pmRNSHolding(s) in Company
26th Apr 202311:51 amRNSCorporate update
5th Apr 20232:17 pmRNSCorporate website
29th Mar 20232:22 pmRNSChange of Name to Itsarm plc
29th Mar 20239:05 amRNSSecond Price Monitoring Extn
29th Mar 20239:00 amRNSPrice Monitoring Extension
27th Mar 20236:00 pmRNSIn The Style Group
27th Mar 202311:24 amRNSCompletion of Sale and Change of Name
27th Mar 20239:05 amRNSSecond Price Monitoring Extn
27th Mar 20239:00 amRNSPrice Monitoring Extension
24th Mar 20232:05 pmRNSSecond Price Monitoring Extn
24th Mar 20232:00 pmRNSPrice Monitoring Extension
24th Mar 202311:52 amRNSResult of General Meeting
16th Mar 20234:35 pmRNSPrice Monitoring Extension
7th Mar 20231:00 pmRNSPublication of circular
7th Mar 20237:00 amRNSCompletion of strategic review
6th Mar 202312:59 pmRNSForm 8.3 - In The Style Group plc
23rd Feb 20239:26 amRNSForm 8.5 (EPT/RI)
22nd Feb 20238:54 amRNSForm 8.5 (EPT/RI)
21st Feb 20239:37 amRNSForm 8.5 (EPT/RI)
20th Feb 20238:50 amRNSForm 8.5 (EPT/RI)
17th Feb 20236:33 pmRNSForm 8.3 - In the style group PLC
17th Feb 20236:33 pmRNSForm 8.3 - In the style group PLC
17th Feb 20236:30 pmRNSForm 8.3 - In the style group PLC
17th Feb 20234:59 pmRNSForm 8.3 - In The Style Group plc
17th Feb 20238:56 amRNSForm 8.5 (EPT/RI)
13th Feb 20238:43 amRNSForm 8.5 (EPT/RI)
8th Feb 202312:17 pmRNSForm 8.3 - In the Style Group PLC
7th Feb 20233:30 pmRNSForm 8.3 - In the Style Group PLC

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