6 May 2021 07:00
Watchstone Group plc
("Watchstone" or the "Company")
Proposed Cancellation of Admission of Ordinary Shares to trading on AIM
As announced on 23 April 2021, pursuant to AIM Rule 41, Watchstone Group plc (LON:WTG) announces that it now intends to seek shareholder approval for the cancellation of trading of its Ordinary Shares on AIM at the Company's 2021 Annual General Meeting ("AGM").
The Company's Circular relating to the proposed Cancellation of Admission of Ordinary Shares to trading on AIM ("Cancellation") and the Notice of the AGM have been published on the Company's website at https://www.watchstonegroup.com/investors/shareholder-information/.
The AGM will be held at 10.00am on 29 June 2021 at WH Ireland, 24 Martin Lane, London EC4R 0DR. However, in view of the UK Government placing restrictions on travel and other matters because of the COVID-19 situation, Shareholders will not be permitted to attend the AGM in person. Details of how Shareholders can access the AGM by electronic means may be obtained by emailing info@watchstonegroup.com, however please note that remote participation will be for information purposes only and will not be a formal part of the meeting. Shareholders are also invited to submit any questions via email to info@watchstonegroup.com by 10.00 a.m. on 27 June 2021. The impact of COVID-19 on the General Meeting is explained further in the Circular itself.
The Company is proposing to seek Shareholder consent to cancel admission of its Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation. The Circular sets out the background to and reasons for the Cancellation, additional information on the implications of the Cancellation for the Company and its Shareholders and why the Board believes the Cancellation to be in the best interests of the Company and of the Shareholders as a whole.
As announced on 2 November 2020 and 23 April 2021, in accordance with AIM Rule 15 of the AIM Rules, the disposal of the ingenie business in November 2020 constituted a fundamental change of business and the Company was classified by AIM as an AIM Rule 15 cash shell.
In accordance with AIM Rule 40, the Company's Ordinary Shares were suspended from trading on AIM on 4 May 2021 (six months after the Company was classified as a cash shell).
As the Board was keen to provide shareholders with the services of a regulated market and a trading facility while it pursues its litigation assets and its strategy unfolds, the Company applied for and had its Ordinary Shares admitted to trading on the Access segment of the AQSE Growth Market operated by the Aquis Stock Exchange on 30 April 2021.
Given the suspension from AIM and the admission to AQSE, there is no longer any significant advantage to retaining the Company's AIM listing. The Company will remain a public company with a formal market mechanism enabling the Shareholders to trade Ordinary Shares although certain brokers are unable to process trades of AQSE shares.
The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent of the votes cast by Shareholders (whether present in person or by proxy) at the AGM.
Expected timetable of the proposed Cancellation
Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Authorising Resolution. If the Authorising Resolution is passed at the AGM, the Cancellation will take effect at 7:00 a.m. on 7 July 2021.
Notice provided to the London Stock Exchange to notify it of the proposed Cancellation | 23 April 2021 |
Latest time and date for completion or receipt of Forms of Proxy | 10.00 a.m. on 27 June 2021 |
Annual General Meeting | 10.00 a.m. on 29 June 2021 |
Expected time and date of Cancellation | 7.00 a.m. on 7 July 2021 |
Watchstone Group plc | Tel: 03333 44804 |
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WH Ireland Limited, Nominated Adviser and broker |
Tel: 020 7220 1666 |
Chris Hardie Lydia Zychowska |