Publication of circular

RNS Number : 1831S

In The Style Group PLC

07 March 2023

 

For immediate release

7 March 2023

In The Style Group plc

Publication of circular

In The Style Group plc (AIM:ITS) ("In The Style", the "Company" or, together with its subsidiary undertakings, the "Group"), the disruptive and inclusive digital womenswear fashion brand, announced earlier today the completion of its strategic review, the conditional agreement to sell its only operating subsidiary, In The Style Fashion Limited, for a total cash consideration of £1.2 million, and the proposed cancellation of the Company's admission to trading on AIM.

In connection with the Sale and the Cancellation, the Company is pleased to announce that the Shareholder circular (the "Circular") containing, amongst other things, further details of the Sale, the Cancellation and the Independent Directors' recommendation to vote in favour of the Resolutions at the General Meeting will shortly be posted to Shareholders and published by the Company.

The Circular contains a notice of a General Meeting of the Company to be held at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London EC1M 6AE at 9.30 a.m. on 24 March 2023 for the purposes of approving the Sale and the Cancellation.

The Company urges Shareholders to read the Circular once published carefully as it contains important information in relation to the Sale and the Cancellation.  Any vote in respect of Resolutions should be made only on the basis of the information contained in the Circular.

The Circular and the Notice of General Meeting will shortly be available for viewing on the Company's website at www.https://corporate.inthestyle.com/.com .

Expected timetable of principal events:

Publication of the Circular	7 March 2023
Latest time and date for receipt of proxy instructions and CREST voting instructions	9.30 a.m. on 22 March 2023
General Meeting	9.30  a.m. on 24 March 2023
Completion of the Sale	27 March 2023
Proposed Cancellation date	5 April 2023

Note:

Each of the above times and/or dates is subject to change at the absolute discretion of the Company and Liberum Capital Limited If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

Enquiries:

In The Style Group plc  Via Hudson Sandler

Jim Sharp, Chairman

Rich Monaghan, Chief Financial Officer

Hudson Sandler  [phone]

Alex Brennan  [e-mail]

Ben Wilson

Lincoln International LLP (Financial Adviser)  [phone]

Harry Kalmanowicz

Julian Tunnicliffe

Liberum Capital Limited (Nomad and Broker)  [phone]

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

Important notice

Financial and other advisers

Lincoln International LLP ("Lincoln"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to In The Style Group plc and no one else in connection with the Sale and will not be responsible to anyone other than In The Style Group plc for providing the protections afforded to clients of Lincoln nor for providing advice in relation to the Sale or any other matters referred to in this announcement.  Neither Lincoln nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lincoln in connection with this announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser and corporate broker to In The Style Group plc and no one else and will not be responsible to anyone other than In The Style Group plc for providing the protections afforded to clients of Liberum nor for providing advice in relation to any matters referred to in this announcement.  Neither Liberum nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this announcement, any statement contained herein or otherwise.

General

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire ordinary shares in the capital of the Company.  In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company.

No statement in this announcement is intended to be a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors of the current Company's intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies, and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors of the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors of the Company consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by applicable law, the AIM Rules or the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors of the Company's expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

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

Capitalised terms used in the Circular shall have the same meanings in this announcement.

 

END

 

 

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