Tex Holdings PLC

Delisting Announcement

RNS Number : 9614Y
Tex Holdings PLC
15 September 2020




15 September 2020




Tex Holdings plc (LSE:TXH) announces today that it has applied to the FCA to effect a cancella ti on of the lis ti ng of its ordinary shares on the standard segment of the Official List and to trading on the London Stock Exchange's Main Market ("Delis ti ng " or "Cancella ti on "). It is an ti cipated that the effec ti ve date of the Cancella ti on will be on or around 13th October 2020.

Background to and reasons for the Delisting

The Company has for some time been evaluating the benefit of maintaining the listing of its ordinary shares of £0.10 each ("Shares") on the standard lis ti ng segment of the Official List ("Standard Segment"). 

On 29 April 2019 the Company's listing was suspended as it was unable to supply audited accounts for the year ended 31 December 2018 within the four months required by the Listing Rules.  Since that time the board of directors of the Company ("Board") has been working with the FCA towards restoring the listing of the Shares on the Standard Segment.

As set out in the Chairman's statement of 27 July 2020 the Board has concluded it requires additional working capital and has approached its major shareholder for further funding.  The Board is currently working with the Company's major shareholder on possible refinancing proposals, which will require the issuance of shares by the Company, to enable the Company to move to a posi ti on of financial stability.  

The Board has given careful considera ti on to the best way to raise capital and provide financial stability to the business and finds that the con ti nued lis ti ng of the Shares incurs significant cost while presen ti ng an obstacle to poten ti al sources of funding.

Based on extensive and careful considera ti on, including consul ti ng with the Company's legal and financial advisers, the Board has concluded that it is in the best interest of all stakeholders (including but not limited to the shareholders) to proceed with the Delis ti ng for the following reasons:

Reducing costs to protect cash

The cost of maintaining the systems, procedures, staff and advisers to comply with listed company requirements is not the op ti mal use of the Company's financial resources. The Board believe that cash can be more usefully u ti lised in business facing ac ti vi ti es aimed at genera ti ng income and providing more cash headroom.

Maximising the poten ti al to raise funding in the immediate term

The Company is restricted from issuing equity that would result in it issuing more than 20% of its current Shares in issue in any 12-month period - without a prospectus being prepared. This restricts the amount that can be raised at the current share price to less than £0.93 million without a prospectus or would require the Company to incur significant legal cost associated with the prepara ti on of such a document, without the certainty of raising funds from such effort. The Board does not believe that preparing a prospectus would be a sensible use of Company resources at this ti me, given other compe ti ng demands on the funds and capabili ti es of the business.

Effect of the Delisting

Following the Delis ti ng, the Shares will no longer be traded on a regulated market. As a result, a holder of Shares will not be able to trade its Shares on the LSE and, consequently, the opportunity for holders of Shares to sell their interest in the Company will be limited and there will be no public valua ti on of Shares. Following Cancella ti on, holders of Shares will con ti nue to be en ti tled to transfer such Shares in accordance with the requirements of the Ar ti cles and English law.

The Shares will con ti nue to be se tt led through CREST, or shareholders can request they be converted into cer ti ficated form.   The Board is making arrangements to allow for Shareholders who wish to buy and sell Shares following the Cancellation to be able to trade through a matched bargain facility provided by a third party provider. The Board intends to write to Shareholders setting out details of the matching facility once the Delisting becomes effective.

Following the Delis ti ng, the Company will no longer be subject to the regulatory and statutory regime which applies to English companies admi tt ed to the standard segment of the Official List and traded on the Main Market. As a result, holders of Shares will no longer be afforded the protec ti on given by the Lis ti ng Rules and the Disclosure Guidance and Transparency Rules and the Company will no longer be subject to the Market Abuse Regula ti on.

The City Code on Takeovers and Mergers will con ti nue to apply to the Company and its shareholders following the Delis ti ng.

Further announcements will be made in due course as appropriate.


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