Xlmedia Regulatory News (XLM)

19 May 2025 For immediate release

XLMedia PLC

("XLMedia", the "Group", or the "Company")

Proposed Cancellation of Admission of the Ordinary Shares to trading on AIM

XLMedia plc (AIM: XLM), hereby gives notice of the proposed voluntary cancellation of the admission of its ordinary shares of US$0.000001 each ("Ordinary Shares") from trading on AIM (the "Cancellation") pursuant to Rule 41 of the AIM Rules for Companies.

As detailed in previous announcements, the Company became an AIM Rule 15 Cash Shell on 13 November 2024 following disposals of its businesses and has since been solely focused on the distribution of cash proceeds to shareholders and the orderly wind up of its affairs and ultimate liquidation of the Group. Having become an AIM Rule 15 Cash Shell and with no intention of undertaking a reverse takeover pursuant to AIM Rule 14, trading in the Ordinary Shares was suspended at 7.30 a.m. on 14 May 2025

To advance the wind-down process and minimise costs, the Company is terminating services that are no longer required to support its residual activities. With the orderly distribution of a significant proportion of the cash proceeds of the disposals to shareholders through two tender offers having completed, the Directors have concluded there is no longer a benefit in retaining the Company's AIM quotation. Accordingly, the Company is proceeding with the Cancellation which is proposed to take effect on 18 June 2025 conditional on shareholder approval. Following Cancellation there will be a liquidation process in due course to realise assets and settle the Company's outstanding liabilities. Further returns may be made to shareholders from the liquidation process if there are sufficient realisable assets to meet all liabilities although there can be no certainty that there will be any further such distributions.

The Company intends to convene a general meeting on 10 June 2025 to seek shareholder approval for the Cancellation (the "General Meeting") and a circular containing further details of the Cancellation together with a notice of the General Meeting is expected to be sent to shareholders on or before 23 May 2025. In accordance with the AIM Rules, the Cancellation must be approved by shareholders holding not less than 75 per cent. of votes cast by shareholders at the General Meeting. A further announcement will be made once the Circular has been published.

If the Cancellation becomes effective on 18 June 2025, Cavendish will cease to be the nominated adviser of the Company pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules.

Given the ongoing wind-down process of the Group's affairs, it is not expect that the Company will put in place any form of matched bargain or trading facility.

Expected timetable of principal events

Notes:

1 Each of the times and dates referred to in the expected timetable above and elsewhere in this announcement may be extended or brought forward at the discretion of the Company. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to shareholders by an announcement through a Regulatory Information Service.

2 All times referred to in this announcement are, unless otherwise stated, references to London time.

Process for, and principal effects of, the Cancellation

Under the AIM Rules, it is a requirement that the Cancellation must be approved by shareholders holding not less than 75 per cent. of votes cast by shareholders at the General Meeting. Accordingly, the notice of General Meeting to be sent to shareholders together with the Circular will contain a special resolution to approve the Cancellation. Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear business days prior to such date. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation resolution.

If the resolution is passed at the General Meeting, it is proposed that Cancellation will take effect at 7:00 a.m. on 18 June 2025.

If the Cancellation becomes effective, Cavendish will cease to be the nominated adviser of the Company pursuant to the AIM Rules and the Company will no longer be required to comply with the AIM Rules.  

Following Cancellation, as the Ordinary Shares will no longer be traded on a public market, the Company intends to use reasonable endeavours to facilitate introductions and communication amongst shareholders who wish to sell their Ordinary Shares and those persons who wish to purchase Ordinary Shares. To do this, shareholders or persons wishing to acquire or sell Ordinary Shares will be able to leave an indication with the Company at the following email address (ir@xlmedia.com) that they are prepared to buy or sell a specified number of Ordinary Shares at a specified price. In the event that the Company is able to match that order with an offer to sell or buy instruction, the Company will contact both parties to effect the order. In carrying out such activities, the Company will take no responsibility to match up shareholders wishing to sell and purchase Ordinary Shares, and no responsibility in respect of the timeframe in which introductions or communications (if any) are made or as to the price of which any trades might take place. There will not be a matched bargain facility in place following Cancellation.

The principal effects of the Cancellation will include the following:

· there will be no formal market mechanism enabling the shareholders to trade Ordinary Shares and noting that the Company is in the process of winding up its affairs, no other recognised market or trading facility is intended to be put in place to facilitate trading in the Ordinary Shares;

· it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

· the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply;

· Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek shareholder approval for certain corporate actions;

· the levels of disclosure and corporate governance within the Company will not be as stringent as for a company quoted on AIM;

· the Company will no longer be subject to UK MAR regulating inside information and other matters;

· the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure, Guidance and Transparency Rules;

· the Company will no longer be required to have an independent nominated adviser and broker;

· whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, shareholders who hold Ordinary Shares in CREST will receive share certificates); and

· the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

The above considerations are not exhaustive, and all Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation and of any possible tax effects on them.

For further information, please contact:

About XLMedia

XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital media operations.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.