For immediate release
4 May 2023
Itsarm plc
Updated timetable in relation to
proposed cancellation of admission to trading on AIM
and the General Meeting
Itsarm plc (formerly In The Style Group plc) (AIM: ITS) ("Itsarm" or the "Company"), announces an update in relation to the timetable for the proposed cancellation of its admission to trading on AIM (the "Cancellation") and the general meeting of the Company scheduled for 12 May 2023 (the "General Meeting").
In the Company's corporate update announcement of 26 April 2023 (the "Update Announcement"), it was announced that assuming the passing of the resolution to approve the Cancellation (the "Cancellation Resolution") at the General Meeting, it was expected that Cancellation would take place on or around 26 May 2023. Further to that announcement, to ensure that there are at least 20 business days between notice of the Cancellation and any potential suspension in relation to the passing of the Resolutions, as well as the Cancellation itself, the following timetable will now apply:
Revised timetable
| 9.30 a.m. on 10 May 2023 | Latest time and date for receipt of proxy instructions and CREST voting instructions (together, "Voting Instructions") |
| 9.30 a.m. on 12 May 2023 | If the Voting Instructions indicate that the Cancellation Resolution would not be passed, the General Meeting will proceed and if the Cancellation Resolution is not passed the proposed liquidators will not be appointed and the Cancellation will not take place. As such, as set out in the circular to shareholders dated 26 April 2023 (the "Circular"), it would be likely that within three months the Company would not be able to meet its financial obligations as they fall due and there would be no alternative other than for the Company to enter into some form of insolvency procedure under which the prospects for recovery of value, if any, by Shareholders would be unlikely* If the Voting Instructions indicate that the Cancellation Resolution would be passed, the General Meeting will be adjourned to 9.30 a.m. on 26 May 2023 (the "Adjourned Meeting"), the business day prior to the proposed Cancellation |
| On or around 15 May 2023 | Supplementary circular containing notice of the Adjourned Meeting sent to Shareholders |
| 9.30 a.m. on 24 May 2023 | Latest time and date for receipt of proxy instructions and CREST voting instructions for the Adjourned Meeting |
| 26 May 2023 | Trading in ordinary shares of Itsarm plc suspended before 8.00 a.m. |
| 9.30 a.m. on 26 May 2023 | Adjourned Meeting is held |
| 26 May 2023 | If the Resolutions are passed, proposed liquidators appointed If the Resolutions are not passed, the proposed liquidators will not be appointed and the Cancellation will not take place. As such, as set out in the Circular, it would be likely that within three months the Company would not be able to meet its financial obligations as they fall due and there would be no alternative other than for the Company to enter into some form of insolvency procedure under which the prospects for recovery of value, if any, by Shareholders would be unlikely |
| 30 May 2023 | The Cancellation becomes effective |
* In the unlikely event that the General Meeting proceeds because proxy votes received in advance indicate that the Cancellation Resolution would not be passed but at the General Meeting shareholders in attendance change the outcome of that vote then shareholders should be aware that, in the event that the Cancellation Resolution is passed on 12 May the Company may be suspended from trading from that date.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Update Announcement.
Enquiries:
| Itsarm plc Jim Sharp, Director Richard Monaghan, Director
| via Hudson Sandler
|
| Hudson Sandler Alex Brennan Ben Wilson
| +44 (0)20 7796 4133 itsarmplc@hudsonsandler.com |
| Liberum Capital Limited (Nomad and Broker) Clayton Bush Scott Mathieson Miquela Bezuidenhoudt | +44 (0)20 3100 2000 |
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