Phimedix PLC Completion of Disposal,Buyback,Board Changes & TVR (8007F)

TIDMPHM

RNS Number : 8007F

Phimedix PLC

11 March 2020

11 March 2020

For immediate release

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014 ("MAR").

Phimedix Plc

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

Completion of Disposal, Buyback, Board changes & TVR

Further to the announcements on 9 and 10 March 2020, the Company can confirm that the disposal of Masterpiece has completed, as has the Share Buyback.

The Share Consolidation is therefore expected to take place at 6.00 p.m. today (11 March 2020), with admission of the 34,400,481 New Ordinary Shares of GBP0.001 to trading on AIM expected to occur at 8.00 a.m. on 12 March 2020.

New ISIN Code

Following the Share Consolidation (expected to take place at 6.00 p.m. today, Wednesday 11 March) the ISIN code of the New Ordinary Shares will be GB00BLM14N85.

AIM Rule 15

In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business of the Company. On Completion, the Company would cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets. Following completion of the Disposal therefore, the Company will become an AIM Rule 15 cash shell and as such will be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million), less the consideration received failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.

Board Changes

As previously announced, following completion of the Disposal and the Share Buyback, Wenjie Zhou, Jianfeng Li and Peter Greenhalgh have left the Board, and Nicholas Nelson has joined the board as a Director, all with immediate effect. Mr Nelson will join both the Audit and Remuneration Committees. Further detail on Mr Nelson is set out below.

Total Voting Rights

In anticipation of the Share Consolidation, application has been made to the London Stock Exchange for 34,400,481 New Ordinary Shares of GBP0.001, to be admitted to trading on AIM and dealings in the Company's New Ordinary Shares are expected to commence at 8.00 a.m. on 12 March 2020 ("Admission").

Following Admission, the Company's total issued share capital will comprise 34,400,481 New Ordinary Shares of GBP0.001.

The above figures may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, securities of the Company under the FCA's Disclosure Guidance and Transparency Rules.

New website address

Following the change of the Company's name the website address, at which the information required pursuant to AIM Rule 26 is available, has been changed to www.phimedix.com.

Definitions

Defined terms used in this announcement have the meanings set out in the announcement dated 14 February 2020, in relation to the disposal of Masterpiece Enterprises Limited, which is available on the Company's website ( www.zibaometals.com ).

Additional disclosure

Information in respect of Mr Nelson, as required by Schedule 2(g) of the AIM Rules for Companies, is set out below:

Full name: Nicholas Cristian Paul Nelson

Age: 55

Mr Nelson currently holds the following directorships/partnerships:

   --      Kats2020 Limited 
   --      SulNOx Group plc 
   --      SulNOx Fuel Fusions Limited 
   --      SulNOx Research & Development Ltd 

Directorships and partnerships held within the last five years:

   --      Equatorial Mining and Exploration Plc 
   --      Desert Rock Exploration (Nigeria) Ltd 
   --      Equatorial Mine and Exp Ltd 
   --      Amasya Resources Ltd 
   --      Anwen Seychelles Ltd (dissolved) 
   --      Matthews Flower Group Plc 
   --      Nerys Seychells Ltd (Dissolved) 
   --      Adams Plc 
   --      Rustington Inc (Dissolved) 
   --      Zaim Credit Systems Plc 

In 1997, Nicholas Nelson was a director in Mmultimedia Factory (U.K.) Ltd (also known as Multimedia Factory (UK) Ltd) that was subject to a winding up order due to the deficiency towards creditors amounting to GBP 44,014.00. As the amounts due were mainly loans and expenses of directors, no further action was taken and the winding up process was closed.

Mr Nelson owns 678,365 New Ordinary Shares in the Company as a result of the Placing (representing 1.9% of the issued share capital) and 339,182 warrants that can be exercised into New Ordinary Shares.

Save for the information set out above, there are no further disclosures to be made in accordance with Rule 17, Schedule 2(g) of the AIM Rules for Companies in respect of the appointment of Nicholas Nelson.

End

For further information please contact:

 
 Phimedix Plc 
  Ajay Rajpal, ACA, Non-Executive Director 
  www.phimedix.com                                     07932 999999 
 SPARK Advisory Partners Limited (Nominated 
  Adviser) 
  Mark Brady 
  Neil Baldwin 
  www.sparkadvisorypartners.com                [phone] 
 SI Capital Ltd (Broker) 
  Nick Emerson 
  www.sicapital.co.uk                            [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.

END

MSCKKDBPBBKDPND

(END) Dow Jones Newswires

March 11, 2020 08:59 ET (12:59 GMT)