TEA.L Regulatory News (TEA)

Teathers Financial Plc / Index: AIM / Epic: TEA / Sector: Investment

4 December 2015

Teathers Financial Plc ('Teathers' or 'the Company')

Suspension of Trading

On 3 December 2014, following a general meeting and approval of all resolutions by shareholders, Teathers became an Investing Company and adopted a new Investing Policy (a full text of which is available below). Accordingly over the 12 months, the Company has assessed and made a number of investments, as well as evaluated a number of potential reverse takeover opportunities.

As an Investing Company, the Company was required to implement its Investing Policy within 12 months or make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules, failing which the Company's Ordinary Shares would then be suspended from trading on AIM. However the Company has neither undertaken a reverse takeover nor is it considered to have implemented its Investing Policy. Accordingly, in accordance with Rule 15 of the AIM Rules for Companies, the shares will be suspended at 7:30 am today.

The Company is currently considering all of its options and will continue to work towards the implementation of its Investing Policy or completion of a reverse takeover. Pending the implementation of its investing policy or completion of a reverse takeover, the shares will remain suspended and the Company is currently seeking advice as to how best to enable shareholders who wish to trade in the Company's shares to do so.

If the Company's Investing Policy has not been implemented within six months of suspension from trading on AIM, the admission of the Ordinary Shares to trading on AIM will be cancelled and the Directors will convene a general meeting of the shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to shareholders. Further updates will be provided to shareholders in due course.

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For further information please visit www.teathers.com or contact:

Notes:

Teathers Financial PLC is focused primarily on the investment in AIM or unquoted companies, joint ventures or individual projects. The Company is led by highly experienced individuals with proven track records in the growth company arena. It considers all sectors but is looking for stand out companies, which it believes it can also add value to.

Amongst other investments, the Company has a 100% interest in Teathers Financial Software Ltd, which is looking to revolutionise the crowd equity arena for listed companies and empower private investors. In essence it has developed proprietary technology to provide brokers and fundraisers with a secure, seamless and innovative platform to connect, offer and manage private investors in Placings and IPOs, crucially on the same terms as institutional investors. The software, which runs across all major mobile platforms, also encourages ongoing user engagement by providing a real-time gateway for private investors and continual information on their portfolios. FCA regulated Shard Capital have adopted the technology for the Teathers App to drive private investors to their fundraising initiatives. The technology is available to be white-labelled to brokers and fundraisers who want to engage further with private individuals who potentially represent a supportive pool of capital.

The Company's Investing Policy as approved by Shareholders on 3 December 2014:

To invest in AIM quoted companies either on flotation, through secondary offerings or by purchasing shares in the market and unquoted companies, joint ventures or projects which the Board believes will be seeking a quotation on AIM within 12 to 18 months of such investment. The Directors intend to focus primarily on AIM traded companies which they believe have good liquidity and are undervalued hence providing an opportunity for them to create Shareholder value. Although the Board will consider investing in companies of all sectors they intend to focus on sectors which have market appeal from time to time. It is the Board's opinion that currently such sectors include the technology sector and certain areas of natural resources with a specific emphasis on the oil and gas sector. Such investments are likely to be made in companies which have a permanent place of business in the UK. However the Company will not be limited by geography and companies operating anywhere in the world may be considered.

The Directors may consider it appropriate to take an equity interest in any proposed investment which may range from a minority position to 100 per cent. ownership. Proposed investments may be structured as an acquisition, joint venture or as an interest in a project.

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the management or with the board of directors of an entity in which the Company invests or, in the event that it is acquired, in the on-going enlarged entity. Where appropriate, the Board intends to add their expertise to the management of the business, and utilise their industry relationships and access to finance.

New investments will be held for the medium to longer term, although a shorter term disposal of any investments cannot be ruled out.

There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related investments it is possible that there may be cross-holdings between such investments. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. Investments may be made in all types of entities and there will be no investment restrictions.

The Company's primary objective is that of securing for the Shareholders the best possible value consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments.

Following on from adopting an Investing Policy, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy within 12 months of the General Meeting, failing which the Ordinary Shares would then be suspended from trading on AIM. If the Investing Policy has not been implemented within 18 months of the General Meeting the admission to trading on AIM of the Ordinary Shares would be cancelled and the Directors will convene a general meeting of the Shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to Shareholders.

The Directors believe that their broad collective business experience in the areas of acquisitions, accounting, corporate and financial management (as further described in paragraph 9 of this letter) will assist them in the identification and evaluation of suitable opportunities and will enable the Company to achieve its investing objectives. In addition, to aid its investment process, the Board intends to develop a software application service which will help identify market fundraisings of which they would otherwise not be aware.