Itsarm PLC Result of Adjourned GM & Restoration of trading (8167A)

TIDMITS

RNS Number : 8167A

Itsarm PLC

26 May 2023

For immediate release

26 May 2023

Itsarm plc

Result of Adjourned General Meeting

and

Restoration of trading

Itsarm plc (AIM: ITS) ("Itsarm" or the "Company" ) announces that, at the adjourned general meeting held earlier today (the "Adjourned General Meeting"), the proposed resolutions relating to the Cancellation and placing the Company into a members voluntarily liquidation process were not passed by the requisite majorities.

As a result, the Company will remain quoted on AIM as an AIM Rule 15 cash shell and the proposed Cancellation on 30 May 2023 will not take place. Trading in the Company's Ordinary Shares, which were suspended at 7.30 a.m. this morning pending the outcome of the Adjourned General Meeting, will be restored immediately upon the publication of this announcement.

The full text of each of the Resolutions is set out in the Company's circular to shareholders dated 26 April 2023 (the "Circular"), which is available on the Company's website at www.itsarmplc.co.uk . Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

The following table sets out the total number of votes cast on each Resolution.

 
         RESOLUTION            VOTES FOR          VOTES AGAINST         TOTAL VOTES       WITHHELD 
                             Number       %       Number       %       Number       %      Number 
                                                                                    of 
                                                                                   ISC 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      the Company 
      be wound 
 1    up voluntarily       18,538,567   61.84   11,438,824   38.16   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      the Liquidators 
      be authorised 
      to distribute 
      the whole 
      or any parts 
      of the assets 
 2    of the Company       19,719,290   65.78   10,258,101   34.22   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolutions 
      1, 2, 4-9 
      (inclusive) 
      being approved, 
      the cancellation 
      of the admission 
      to trading 
      on AIM of 
      the ordinary 
      shares be 
 3    approved             19,319,290   64.45   10,658,101   35.55   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      Emma Cray, 
      Jen Whatcott 
      and Steven 
      Sherry be 
      appointed 
      Liquidators 
 4    of the Company       18,528,567   61.81   11,448,824   38.19   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      the Liquidators' 
      fees be 
 5    determined           18,528,567   61.81   11,448,824   38.19   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      the Liquidators 
      be authorised 
      to exercise 
      the powers 
      set out 
      in the Insolvency 
 6    Act 1986             19,719,290   65.78   10,258,101   34.22   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      the Company's 
      books and 
      records 
      be held 
      by the members 
      to the order 
 7    of the Liquidators   19,719,290   65.78   10,258,101   34.22   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT, conditional 
      on Resolution 
      3 being 
      approved, 
      certificate 
      copies of 
      the resolutions 
      passed be 
      signed by 
      James Sharp 
      for and 
      on behalf 
 8    of the members       19,719,290   65.78   10,258,101   34.22   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
     THAT the 
      minimum 
      number of 
      directors 
      of the Company 
      shall be 
      two and 
      any acts 
      previously 
      carried 
      out by two 
      Directors 
 9    be ratified          19,744,290   65.86   10,233,101   34.14   29,977,391   57.10    2,999 
    --------------------  -----------  ------  -----------  ------  -----------  ------  --------- 
 

Notes

1. Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.

2. A "Vote Withheld" is not a valid vote in English law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.

3. As at the date on which members had to be entered in the register of members of the Company in order to be entitled to attend and vote at the Adjourned General Meeting, the issued share capital of the Company (the "ISC") was 52,499,998 Ordinary Shares.

Trading and corporate update

As of 25 May 2023, the Company had cash of approximately GBP248,000 (25 April 2023: GBP516,000) with contractual liabilities of approximately GBP72,000 (25 April 2023: GBP231,000). The Company has no trade but relatively significant on-going expenses.

Given the Company's cash position, its current contractual liabilities, the contingent liabilities it has to consider and the ongoing cost run-rate, the Directors, in consultation with the Company's advisers, are assessing the solvency of the Company and a further announcement will be made as soon as is practicably possible. It should be noted that the Company has to assess the costs and timelines involved in any insolvent liquidation process when assessing its current solvency position.

As previously stated, the Company does not intend to enter into an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules. Furthermore, no approach has been received from any third-party presenting a credible option for the Company to undertake such a transaction since becoming a cash shell and the Company is not actively seeking such a solution. Similarly, the Company has not received any proposals to provide additional funding to the Company since becoming a cash shell.

Enquiries:

 
 Itsarm plc                                              via Hudson Sandler 
  Jim Sharp, Director 
  Richard Monaghan, Director 
 Hudson Sandler                                         [phone] 
  Alex Brennan                                  [e-mail] 
  Ben Wilson 
 Liberum Capital Limited (Nomad and Broker) 
  Clayton Bush 
  Scott Mathieson 
  Miquela Bezuidenhoudt                                 [phone] 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

MSCPPUQCAUPWURQ

(END) Dow Jones Newswires

May 26, 2023 05:00 ET (09:00 GMT)