Formation Group Plc - Withdrawal from AQSE Growth Market

27 November 2020

FORMATION GROUP PLC
('Formation' or the 'Company')

Withdrawal from AQSE Growth Market

Formation announces that the Company has today submitted a request to Aquis Stock Exchange Limited (‘AQSE’) that the ordinary shares of 5p each in the Company (‘Ordinary Shares’) be withdrawn from trading on the AQSE Growth Market with effect from the close of business on 31 December 2020 (‘Withdrawal”).

Pursuant to the AQSE Growth Market - Rules for Issuers (‘AQSE Rules’), AQSE may grant Formation a derogation from the requirement to obtain shareholder approval for the Withdrawal, if the Company has obtained irrevocable undertakings to vote in favour of a resolution proposing Withdrawal from shareholders representing 75% of the votes eligible to be cast on such a resolution.

Zandra Holdings Limited (‘Zandra’), which is interested in 156,410,167 Ordinary Shares, representing 89.99% of the Company’s issued share capital, has irrevocably undertaken to vote in favour of any resolution put to Formation shareholders to approve the Withdrawal.

Accordingly, AQSE has granted a derogation from the requirement for Formation to obtain shareholder approval for Withdrawal and the Company is simply required to give at least 20 business days' notice of the intended Withdrawal, which will take effect from the close of business on 31 December  2020.

Effect of the Withdrawal

The principal effect of Withdrawal is anticipated to be a reduction in the marketability of the Ordinary Shares. There would no longer be a formal market mechanism enabling shareholders to trade their Ordinary Shares on the AQSE Growth Market or any other recognised market or trading exchange.

The Company’s Annual General Meeting will take place on Thursday, 25 February 2021. At that time, the Directors will use their reasonable endeavours to present mechanisms which provide minority shareholders with the much needed liquidity that has been absent due to the very limited trading of Ordinary Shares, and an opportunity to exit the company if they so desire. Such mechanisms may include a share buyback.

No dealing and settlement arrangements will be in place following the Withdrawal. Shareholders who wish to trade their shares following Withdrawal are advised to write to Formation’s Company Secretary, at Oakwood House, 414 – 422 Hackney Road, London E2 7SY.

Following Withdrawal, Peterhouse Capital Limited will cease to be the Company's AQSE Corporate Adviser and the AQSE Rules will no longer apply to the Company. In addition, the Company will no longer be required to comply with any of the specific corporate governance requirements for companies admitted to trading on the AQSE Growth Market. The Company will remain subject to the City Code on Takeovers and Mergers.

The Directors of the Company accept responsibility for the contents of this announcement.

--ENDS--

Enquiries:

Formation Group plc David Kennedy - Director	Tel: [phone]
Peterhouse Capital Limited (AQSE Corporate Adviser) Mark Anwyl and Allie Feuerlein	Tel: [phone]

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

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