Result of Adjourned GM & Restoration of trading

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	% of ISC	Number
1	THAT, conditional on Resolution 3 being approved, the Company be wound up voluntarily	18,538,567	61.84	11,438,824	38.16	29,977,391	57.10	2,999
2	THAT, conditional on Resolution 3 being approved, the Liquidators be authorised to distribute the whole or any parts of the assets of the Company	19,719,290	65.78	10,258,101	34.22	29,977,391	57.10	2,999
3	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 approved	19,319,290	64.45	10,658,101	35.55	29,977,391	57.10	2,999
4	THAT, conditional on Resolution 3 being approved, Emma Cray, Jen Whatcott and Steven Sherry be appointed Liquidators of the Company	18,528,567	61.81	11,448,824	38.19	29,977,391	57.10	2,999
5	THAT, conditional on Resolution 3 being approved, the Liquidators' fees be determined	18,528,567	61.81	11,448,824	38.19	29,977,391	57.10	2,999
6	THAT, conditional on Resolution 3 being approved, the Liquidators be authorised to exercise the powers set out in the Insolvency Act 1986	19,719,290	65.78	10,258,101	34.22	29,977,391	57.10	2,999
7	THAT, conditional on Resolution 3 being approved, the Company's books and records be held by the members to the order of the Liquidators	19,719,290	65.78	10,258,101	34.22	29,977,391	57.10	2,999
8	THAT, conditional on Resolution 3 being approved, certificate copies of the resolutions passed be signed by James Sharp for and on behalf of the members	19,719,290	65.78	10,258,101	34.22	29,977,391	57.10	2,999
9	THAT the minimum number of directors of the Company shall be two and any acts previously carried out by two Directors 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 £248,000 (25 April 2023: £516,000) with contractual liabilities of approximately £72,000 (25 April 2023: £231,000). 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                                             Jim Sharp, Director Richard Monaghan, Director	via Hudson Sandler
Hudson Sandler Alex Brennan                             Ben Wilson	[phone] [e-mail]
Liberum Capital Limited (Nomad and Broker) Clayton Bush Scott Mathieson Miquela Bezuidenhoudt	[phone]

 

END