24 Mar 2023 11:52
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
For immediate release
24 March 2023
In The Style Group plc
Result of General Meeting
In The Style Group plc (AIM: ITS) ("In The Style" or the "Company"), announces that, following the General Meeting held earlier today, the Sale Resolution was duly passed by Shareholders on a poll.
It is therefore expected that Completion of the Sale will occur on 27 March 2023.
The Cancellation Resolution did not pass. Accordingly, admission of the Company's Ordinary Shares to trading on AIM will not be cancelled on 5 April 2023.
As set out in the Circular, the Company intends, as soon as practicable, to implement a members voluntary liquidation ("MVL") of the Company in order to distribute the net proceeds of the Sale received by it. However, while these net proceeds are expected to be approximately £500,000, the Company will need to deduct the additional costs and expenses associated with the MVL, as well as the general administrative costs of now having to remain an AIM-quoted company, before the distribution of any residual value can be made to Shareholders.
On Completion, the Company will become an AIM Rule 15 cash shell, with no operating business. As the Company does not intend to enter into a Rule 14 Transaction, the Company's Ordinary Shares would be suspended from trading on AIM six months after Completion (expected to be 27 September 2023), pursuant to Rule 40 of the AIM Rules, if the MVL has not been concluded by that date. Admission to trading on AIM would be cancelled six months from the date of suspension.
The full text of each of the Resolutions is set out in the notice of General Meeting, which is available on the Company's website at www.https://corporate.inthestyle.com.
The following table sets out the total number of votes cast on each Resolution.
RESOLUTION | VOTES FOR | VOTES AGAINST | VOTES TOTAL | WITHHELD | ||||
| Number of votes | % | Number of votes | % | Number of votes | % of ISC | Number of votes | |
To approve the Sale for the purposes of Rule 15 of the AIM Rules and section 190 of the Act | 19,291,746 | 58.92% | 13,451,543 | 41.08% | 32,743,289 | 62.37% | 67,478 | |
To approve the Cancellation | 19,286,189 | 58.90% | 13,456,843 | 41.10% | 32,743,032 | 62.37% | 67,735 | |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.
2. A "Vote Withheld" is not a valid vote in English law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.
3. As at the date on which members had to be entered in the register of members of the Company in order to be entitled to attend and vote at the meeting, the issued share capital of the Company (the "ISC") was 52,499,998 Ordinary Shares.
General
Capitalised terms used in the Company's announcement released at 7.00 a.m. on 7 March 2023 shall, unless the context provides otherwise, have the same meanings in this announcement.
These results will shortly be available on the Company's website at www.https://corporate.inthestyle.com/
The person responsible for the publication of this announcement on behalf of the Company is Richard Monaghan, Chief Financial Officer of the Company.
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