TIDMASLR
RNS Number : 1361X
Asimilar Group PLC
24 April 2023
The information contained in this announcement is deemed by the
Company to constitute inside information as stipulated under
Article 7 of EU Regulation 596/2014 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act 2018). Upon
publication of the announcement via a regulatory information
service, this information is considered to be in the public
domain.
24 April 2023
Asimilar Group plc
("Asimilar" or the "Company")
Proposed Cancellation of Admission to Trading on AIM and Notice
of General Meeting
As stated in the announcement of audited annuals results for
year ended 30 September 2022, the Board of Asimilar (AIM/AQSE:
ASLR), the AIM quoted investing company focused on technology
opportunities in the fields of big data, machine learning,
telematics and the Internet of Things (IoT), proposes to seek
Shareholder consent to cancel the admission of the Company's
ordinary shares (the "Ordinary Shares") to trading on AIM (the
"Cancellation"). The Company will therefore shortly be posting a
circular to shareholders ("Circular") in connection with the
proposed Cancellation pursuant to Rule 41 of the AIM Rules for
Companies ("AIM Rules").
The Circular will set out the background to and reasons for the
Cancellation, additional information on the implications of the
Cancellation for the Company and its Shareholders and why the Board
believes the Cancellation to be in the best interests of the
Company and of the Shareholders as a whole.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
is required to obtain the consent of not less than 75 per cent. of
the votes cast by Shareholders at a general meeting in order to
request that the Company's Ordinary Shares are cancelled from
trading on AIM. Accordingly the notice of the 2023 Annual General
Meeting which has been convened for 11.00 a.m. on 18 May 2023 at
the offices of Peterhouse Capital Limited, 80 Cheapside, London,
EC2V 6EE will include a resolution seeking Shareholder approval of
the Cancellation.
Current Financial Position
As at 30 September 2022, the Company had total assets of
GBP6,727,334, total liabilities of GBP275,150 and net assets of
GBP6,452,184. The net assets per Ordinary Share were 5.53p.
Cancellation of Admission
Reasons for the proposed Cancellation
The Company's Ordinary Shares are currently admitted to trading
on both AIM and AQSE, where admission took place in April 2022.
As addressed in the Company's recently announced audited results
for the year ended 30 September 2022, whilst the Company has
sufficient liquid assets to support its cash balances to meet
operating costs, in the absence of any pending liquidity events in
respect of its unquoted holdings, or any further fundraising, the
Company does not currently have the capacity to pursue new
investment opportunities.
It is neither sustainable, nor beneficial, for the Company to be
in a position whereby it has the need to liquidate certain holdings
in order to meet its operating costs. The Board is actively
reviewing its current cost base, as well as its options for the
future. Certain permanent cost savings have already been
implemented, and the Directors have deferred their salaries since
December last year. Further cost savings are planned and the
Cancellation will support these in terms of reduced regulatory and
advisory fees.
The Board believes that the Cancellation will provide greater
optionality to the Board going forward, in terms both of reducing
operating costs and also taking advantage of a market regime (AQSE)
which may be more fitting to an investment company - reducing the
risk that investment opportunities might be missed and
Shareholders' interests thereby affected. The Board also considers
that, in the recent past, the Company's market capitalisation and
lack of liquidity in its shares have impacted certain of the
potential advantages to having the shares admitted to trading on
AIM.
Therefore, given the Company's Ordinary Shares are currently
admitted to trading on both AIM and AQSE, the Board is putting the
Cancellation Resolution to the forthcoming Annual General Meeting
which seeks Shareholder approval to cancel the Admission of the
Ordinary Shares to trading on AIM. The Board does not consider that
any potential benefits to the Company or Shareholders from
retaining the AIM Admission are sufficient to justify the
associated costs.
Effects of Cancellation
In the event that the Cancellation Resolution is passed and the
Admission of the Company's Ordinary Shares to trading on AIM is
cancelled, Shareholders will no longer be able to buy and sell
Ordinary Shares in the Company through AIM and thereafter liquidity
in the Company's shares may be more limited, although the Company's
Ordinary Shares will continue to be traded on the Access Segment of
the AQSE Growth Market. Accordingly:
-- the Company would no longer be subject to the rules and
corporate governance requirements to which companies admitted to
trading on AIM are subject (and accordingly Shareholders will no
longer be afforded the protections given by the AIM Rules). However
it will remain subject to AQSE Rules and, therefore, it will still
be bound to make any public announcements of material events, and
to announce interim or nal results, substantial transactions and
related party transactions through Regulatory Information Services,
and to comply with the requirement to obtain Shareholder approval
for reverse takeovers and fundamental changes in the Company's
business;
-- Cairn will cease to be the Company's nominated adviser and
Peterhouse will cease to be the Company's joint broker. However,
the Company will still retain an AQSE corporate advisor and broker
(currently Oberon Capital) for as long as its Ordinary Shares are
admitted to trading on the AQSE market;
-- the Company will still be subject to the DTRs and
Shareholders would therefore still be required to speci cally
disclose major shareholdings in the Company;
-- the Company will still be subject to MAR regulating inside information;
-- the Code will continue to apply to the Company following Cancellation; and
-- the Company will continue to maintain a website, although
Shareholders should be aware that there will be no obligation on
the Company to include all of the information currently required by
Rule 26 of the AIM Rules.
The above considerations are not exhaustive. Shareholders should
seek their own independent advice when assessing the likely impact
of the Cancellation on them.
Cancellation Process
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange plc of the proposed
Cancellation.
Pursuant to AIM Rule 41, the Cancellation can only be effected
by the Company after securing a resolution of Shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by Shareholders (in person or by
proxy).
Under the AIM Rules, the Cancellation can only take place after
the expiry of a period of twenty Business Days from the date on
which notice of the Cancellation is given. In addition, a period of
at least five Business Days following the Shareholder approval of
the Cancellation is required before the Cancellation may be put
into effect. Accordingly, if the Resolution to cancel the Admission
is approved, the last day of dealings in the Ordinary Shares on AIM
will be 25 May 2023, and the Cancellation will become effective at
7.00 a.m. on 26 May 2023.
Annual General Meeting
The Circular will include a copy of the notice convening the
Annual General Meeting to be held at the offices of Peterhouse
Capital Limited, 80 Cheapside, London, EC2V 6EE at 11.00 a.m. on 18
May 2023 at which, inter alia, the Cancellation Resolution will be
proposed.
The Directors of the Company are responsible for the release of
this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Notice given to London Stock Exchange notifying it of the proposed Cancellation 24 April
Publication of the Circular 24 April
Notice convening Annual General Meeting 24 April
Latest time and date for receipt of Form of Proxy 16 May
Annual General Meeting 18 May
Announcement of results of Annual General Meeting 18 May
Expected last day of dealings in Ordinary Shares on AIM 25 May
Expected time and date that the Admission to trading of the Ordinary Shares on AIM will be 7 a.m. 26 May
cancelled
-Ends-
Contact details:
Asimilar Group plc
John Taylor asimilargroupplc@gmail.com
Cairn Financial Advisers LLP (AIM
Nominated Adviser)
Sandy Jamieson, Liam Murray Tel: +44 20 7213 0880
Peterhouse Capital Limited (Joint
Broker)
Duncan Vasey / Lucy Williams Tel: + 44 20 7220 9797
Oberon Capital (Aquis Corporate
Adviser and Joint Broker)
Chris Crawford Tel + 44 20 3179 5300
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Admission" the admission of the Ordinary Shares to trading on AIM
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies governing the admission to and operation of AIM
published by the
London Stock Exchange and as amended from time to time
"AQSE" Aquis Stock Exchange PLC, a UK-based stock market providing primary and secondary
markets
for equity and debt products, and which is permissioned as a Recognised Investment
Exchange
"Board" or "Directors" the directors of the Company.
"Business Day" any day other than a Saturday or Sunday, where banks in the UK are open for the
transaction
of normal banking business
"Cancellation" the cancellation of the Admission in accordance with Rule 41 of the AIM Rules
"Cancellation Resolution" the Resolution to be proposed at the Annual General Meeting seeking Shareholder
approval of
the Cancellation
"Cairn " or "Nomad" Cairn Financial Advisers LLP, the Company's nominated adviser
"Circular" the document containing information about the Cancellation and the Notice of
General Meeting
that shall be posted to the Company's Shareholders
"Code" the UK City Code on Takeovers and Mergers, in force for the time being
"DTRs" the Disclosure Guidance and Transparency Rules prescribed by the Financial Conduct
Authority
"Company" Asimilar Group plc, a company incorporated in England and Wales with registration
number 44882815
"CREST" the relevant system (as defined in the CREST Regulations) for the paperless
settlement of
trades and the holding of uncertificated securities, operated by Euroclear, in
accordance
with the same regulations
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Annual General Meeting" the annual general meeting of the Company convened for 11.00 a.m. on 18 May 2023
by the Notice
to be held at Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE for the
purpose of
considering and, if thought fit, passing the Resolutions
"FCA" the Financial Conduct Authority of the UK
"Form of Proxy" the form of proxy enclosed with the Circular for use in relation to the Annual
General Meeting
"Group" together, the Company and its subsidiary undertakings
"ISIN" International Securities Identification Number
"London Stock Exchange" London Stock Exchange plc
"MAR" the UK version of Regulation (EU) No 596/2014 of the European Parliament and of
the Council
of 16 April 2014 on market abuse (market abuse regulation), as it forms part of UK
law by
virtue of the European Union (Withdrawal) Act 2018
"Notice" the notice of Annual General Meeting contained within the Circular to be posted to
the Company's
shareholders
"Oberon Capital" a trading division of Oberon Investments Group plc, the Company's AQSE corporate
adviser and
joint broker
"Ordinary Shares" the ordinary shares of 0.01p each in the capital of the Company
"Peterhouse" Peterhouse Capital Limited, the Company's joint broker
"Regulatory Information Service" one of the regulatory information services authorised by the FCA to receive,
process and disseminate
regulatory information in respect of listed companies
"Resolutions" the Resolutions to be proposed at the Annual General Meeting as set out in the
Notice
"Shareholders" registered holders of Ordinary Shares
"UK" the United Kingdom of Great Britain and Northern Ireland
Forward-Looking Statements
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. Forward looking statements are
identified by their use of terms and phrases such as "believe",
"could", "should", "expect", "hope", "seek", "envisage",
"estimate", "intend", "may", "plan", "potentially", "will" or the
negative of those, variations or comparable expressions, including
references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current
expectations and assumptions regarding the Company's future growth,
results of operations, performance, future capital and other
expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and
opportunities. Such forward-looking statements reflect the
Directors' current beliefs and assumptions and are based on
information currently available to the Directors.
A number of factors could cause actual results to differ
materially from the results and expectations discussed in the
forward-looking statements, many of which are beyond the control of
the Company. In particular, the early data from initial patients in
the MATINS trial may not be replicated in larger patient numbers
and the outcome of clinical trials may not be favorable or clinical
trials over and above those currently planned may be required
before the Company is able to apply for marketing approval for a
product. In addition, other factors which could cause actual
results to differ materially include the ability of the Company to
successfully license its programs within the anticipated timeframe
or at all, risks associated with vulnerability to general economic
and business conditions, competition, environmental and other
regulatory changes, actions by governmental authorities, the
availability of capital markets or other sources of funding,
reliance on key personnel, uninsured and underinsured losses and
other factors. Although any forward-looking statements contained in
this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that
actual results will be consistent with such forward-looking
statements. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements. Subject to any continuing
obligations under applicable law or any relevant AIM Rule
requirements, in providing this information the Company does not
undertake any obligation to publicly update or revise any of the
forward-looking statements or to advise of any change in events,
conditions or circumstances on which any such statement is
based.
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END
MSCUOUWROSUSURR
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