24 May 2023 12:04
24 May 2023
More Acquisitions plc
("More" or the "Company")
Update on Proposed Acquisition of Megasteel
Further to the Company's announcement of 22 May 2023, More announces a further update regarding the Company's proposed acquisition of Megasteel Ltd ("Megasteel", the "Acquisition").
The publication earlier this week of the revised terms of the proposed Acquisition, enabled the Board, in conjunction with its professional advisers, to engage in detailed conversations with key More stakeholders to answer any questions and to seek initial thoughts on the published terms of the revised deal. Following this exercise, it became clear that broad support existed amongst shareholders to continue with the proposed Acquisition, with them making a final decision upon the publication of the final prospectus and at the subsequent General Meeting.
Following the successful conclusion of this structured consultation exercise, both the More and Megasteel Boards agreed to move forward with the Acquisition with a view to completion and re-listing of the Company, as enlarged by the Acquisition, early in Q3 2023, on the terms announced on 22 May 2023 and subject to shareholder approval.
However, certain unsolicited and unprecedented actions by individuals other than the shareholders directly contacted by the Company, have now materially and adversely impacted the ability of the Company to move the transaction forward. In particular, it has become apparent that parties claiming to be shareholders in More have approached Megasteel's management and owners directly in recent days and engaged in abusive and threatening behaviour which has, understandably, been viewed as totally unacceptable by the owners of Megasteel.
As reiterated in earlier announcements by More, Megasteel is a cash flow positive, profitable, business, with a year-end cash position of over £10 million. There is, and will remain, no financial or operational imperative for Megasteel to seek a stock market listing.
It is therefore completely understandable, if entirely regrettable, that, faced with an unwarranted tirade of abuse and vitriol directly addressed at them, the Board and owners of Megasteel yesterday afternoon formally informed the Company that it was withdrawing from the Acquisition.
The Directors believe that termination of the Acquisition at this very late stage, after over eight months of successful due diligence, is not only deeply disappointing but was also entirely avoidable. But for the completely unacceptable and profoundly offensive actions of certain individuals, all More shareholders would shortly have had a chance to individually decide whether or not to approve the Acquisition.
It is self-evident that shareholders in More have the right to make their views known to the Company and its professional advisers, a right which observers will be aware has been properly and legitimately publicly exercised by a number of Company stakeholders in recent days. However, aggressive, abusive and threatening behaviour, targeted directly at Megasteel's owners and managers, is totally unacceptable.
Following the termination of the Acquisition, it is now the intention of the Company to lift the suspension in trading of its shares as soon as practically possible, at which time the Board will publish full details, inter-alia, of the Company's cash position.
Rod McIllree, Executive Director of More Acquisitions plc, said:
"The termination of the proposed Megasteel deal represents a massive, wasted opportunity; not only for More shareholders, who have now been deprived of their right to decide on the Acquisition, and potentially benefit from it, but also for the wider London stock market. The More Board understands and empathises with Megasteel's owners, whose first direct 'interaction' with individuals purporting to be UK small cap investors has proved to be such a distasteful and unpleasant experience.
The Company will now restart its review process with a view to identifying other suitable acquisition opportunities for More."
More Acquisitions plc
Rod McIllree/ Charles Goodfellow
Peterhouse Capital Limited +44 (0)20 7469 0930
Narisha Ragoonanthun/ Guy Miller/ Brefo Gyasi
Lucy Williams/ Duncan Vasey