MoneySwap Plc Cancellation from AIM and update re subscription (5065C)

TIDMSWAP

RNS Number : 5065C

MoneySwap Plc

13 April 2017

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014.

13 April 2017

MoneySwap plc

("MoneySwap" or the "Company")

Cancellation from trading on AIM and update re subscription

Moneyswap today provides an update on the subscription for new ordinary shares in the Company by Wraith Holding B.V. ("Wraith") to raise approximately GBP2.44 million, as announced on 21 March 2017 (the "Subscription") and details of the proposed cancellation of the Company's shares from trading on AIM ("Cancellation").

Proposed cancellation from trading on AIM

Subsequent to the Company's announcement on 29 March 2017 and the posting of the circular to shareholders which contained resolutions to seek, inter alia, approval of the Subscription, the Company and Wraith have given further consideration to the future strategy of the Company. The Board of MoneySwap has concluded, in consultation with Wraith, that the Company's ordinary shares of 0.1p each ("Ordinary Shares") should not remain admitted to trading on AIM. Wraith has agreed (subject to the Cancellation taking effect) to waive certain conditions precedent to the Subscription as described further below. The Board of MoneySwap still consider that it is in the best interests of the Company to proceed with the Subscription.

The Company intends to convene a general meeting shortly (the "Cancellation EGM"), at which it will propose a resolution to approve the Cancellation in accordance with Rule 41 of the AIM Rules for Companies. For Cancellation to become effective, the Company will require not less than 75% of the votes cast by shareholders on the resolution to be in favour of approving the Cancellation at the Cancellation EGM. A circular giving further details on the proposed Cancellation and containing a notice of the Cancellation EGM, will be prepared by the Company and posted to shareholders as soon as practicable. The earliest date at which Cancellation could be effected is 17 May 2017. Further details on the Cancellation timetable will be included in the circular.

Statement re suspension

The Company's Ordinary Shares are currently suspended from trading on AIM pending the Company putting in place a depository interest facility. Whilst the Company has taken the necessary steps to put a new facility in place, as the Company and Wraith have now agreed that the Subscription will not proceed whilst the Ordinary Shares are admitted to trading on AIM, and in light of the proposed Cancellation, the Ordinary Shares will remain suspended due to the uncertainty that prevails until the Subscription is completed.

Update re Subscription

As stated above, the Board still considers that proceeding with the Subscription is in the best interests of the Company and its shareholders. In order to facilitate the Cancellation, Wraith has agreed (subject to Cancellation taking effect) to waive the following conditions precedent to the Subscription:

(i) that the Company's shares remain admitted to trading on AIM and the trading of the Company's shares on AIM has been restored; and

(ii) that Allenby Capital Limited continues to be engaged as the Company's nominated adviser.

The Extraordinary General Meeting convened for 10.00 a.m. on 20(th) April 2017 (the "Subscription EGM") will proceed and the Company expects, assuming the resolutions proposed at the Subscription EGM are passed, that the remaining conditions precedent will be subsequently be satisfied or waived by Wraith so as to allow the Subscription to proceed. Pending such completion, the Wraith loan facility, further details of which were announced on 06 March 2017, will remain in place to provide working capital facilities to the Company.

All irrevocable undertakings to vote in favour of the resolutions to be proposed at the Subscription EGM, representing 77.44% of the Company's existing Ordinary Shares, remain valid.

For further information, please contact:

 
 MoneySwap Plc             Allenby Capital Limited 
 Interim Chief Executive   Nominated Adviser 
 Craig Niven               Nick Naylor / James 
                            Reeve 
 [phone]           [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 13, 2017 11:45 ET (15:45 GMT)