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
| +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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