UHS.L Regulatory News (UHS)

28 January 2022

Umuthi Healthcare Solutions PLC

(the "Company")

Further update on the suspension of trading, trading and going concern update and Board change

Temporary Suspension of Trading

The Board of Directors of Umuthi wishes to provide shareholders with a further update regarding the temporary suspension from trading in the Company's Ordinary Shares on the Standard Listing segment of the Official List of the UK Listing Authority ("Standard List").

As announced on 10 June 2021, the FCA temporarily suspended trading in the Company's shares as a result of its concerns regarding some Company shareholders ("Shareholders") who were involved in a share exchange agreement prior to the Company's Admission to trading on the Standard List, not being able to trade all of their shares. This was due, in some instances, to share trading accounts not having been fully activated. 

The Board of Directors has recently been informed of additional Shareholder concerns as regards external share exchange agreements entered into prior to the Company's listing. The Board of the Company has obtained legal advice on the issues raised by shareholders and will shortly be discussing its conclusions with interested parties, including the FCA. Based on the legal advice obtained, the Board is of the view that the concerns raised, relate to third party over-the-counter share transactions between private individuals and do not involve the Company or its Directors.

The Board of Directors announce that a Company director, Mr. Gert Viljoen, was detained in the Republic of South Africa and the charges were withdrawn against Viljoen on 1 December 2021 by the State, as it involved transactions over which the Company and Mr. Viljoen had no control or involvement in South Africa.

Forensic Investigation of the Suspension of Trading

It is confirmed that the "Umuthi Action Group" members mandated a certain self-appointed "Anthony Morris" to act as "the Mandated Representative of the Majority Shareholders", which in fact is incorrect. Umuthi and its Board have neither mandated the self-appointed Mr. Anthony Morris, nor acknowledge or condone the so-called rogue "organisation" and the shares "Morris" claims to exist in Umuthi, which are categorised as follows:

The first category being participants that are satisfied with their allocation in accordance with the share register, but who are aggrieved by the fact that trade in the Company's shares has been suspended on the LSE. The second, being participants who are dissatisfied with their allocation in accordance with the share register and who are additionally aggrieved by the suspension of trade in the Company's shares on the LSE. Finally, there appears to be a category of participants who do not have an allocation of shares at all, but for some reason feel entitled to same.

It is the stance of the Company that participants that fall within the third category are not shareholders and have no valid claim to be registered as such. The Company appreciates that this does not detract from potential damages claim(s) those participants have against the individuals with whom they transacted or institutions they feel failed them. These claims are not dependent upon those individuals having shares in the Company. It is the Company's considered view that no claim against the Company would succeed as the transactions occurred outside the Company's involvement and the individuals concerned, whether purported buyers or sellers acted personally and without the Company's knowledge in South Africa and nor the United Kingdom.

The position of the second category of participant is similar, insofar as they are dissatisfied with their shareholding. The information presented to the Company regarding the shareholding was acted upon in good faith by the Company and the respective shareholding registered accordingly. Whilst there may be claims against the individuals with whom these participants transacted that misrepresented the number of shares that would be acquired, it is the Company's considered view that no claim against the Company would succeed as the individuals concerned, whether purported buyers or sellers, acted personally and without the Company's knowledge and that there is accordingly no entitlement to additional shares.

The participants in the first category are, in the Company's considered view, acting against their own interests as well as against those of the Company. This first category are a minority.

The deliberate and premeditated salacious slandering of the Company and its Board in an endeavour to scupper a viable listing in the United Kingdom, has caused immense damage to both Umuthi and to individual bona fide shareholders and investors. Shareholders lending their support to Morris inaccurate and slanderous missives, addressed to all and sundry together with his other unlawful and defamatory actions, are party to their continued deprivation of the benefits of shareholding in Umuthi. Associating themselves with Morris actions, they also incur significant risk of joint liability for the damage caused, once the claims are instituted for the unlawful and deliberate attempt to derail the listing. Both criminal and civil litigation will follow against these individuals.

We would therefore urge all participants in Umuthi Action Group to abandon their participation before the situation becomes irreversible.

Financial statements

The Annual Report and Accounts of LEMS and Umuthi Healthcare Solutions (Holding Company) are in the process of being finalised and will be released as soon as practicable.

Management

The Company is currently undergoing a management restructuring and is working on its business plan which will establish the strategy for future operations. Taking into consideration the prolonged COVID pandemic and the impact of suspension of trading the Umuthi business plan requires amendment.

Going Concern

Management is in final stages of securing financing from shareholders and remain confident of the viability of the Company with their continued support.

The Board of Directors would like to highlight that as a result, uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern without shareholders continued support.

Directorate change

Mr. Colin Bloom resigned as Non-Executive Director of Umuthi Healthcare Solutions prior to release of the forensic report giving the Company an opportunity to seek a candidate based in the UK and continue with its investigation launched in 2021. The Board of Directors is currently seeking a suitably experienced UK based replacement to take the restructured business forward upon restoration of the listing. The Company will approach Mr. Bloom again based on the positive outcome of the forensic report for his services as Non-Executive of Umuthi Healthcare Solutions.

The Directors accept responsibility for this announcement.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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