THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

24 July 2023

Itsarm plc

Proposed Board Changes

Proposed withdrawal of the winding-up petition

Itsarm plc ("Itsarm" or the "Company") today announces that its board of directors (the "Board") has entered into various conditional agreements which together form a proposal (the "Proposal") that gives the Company a viable alternative to the proposed compulsory liquidation announced by the Company on 5 June 2023. 

The Proposal allows for Itsarm to continue as a solvent company conditional on the winding-up petition in respect of the Company presented on 5 June 2023 (the "Winding-up Petition") being withdrawn and/or dismissed at the scheduled court hearing on 26 July 2023, or by no later than 31 July 2023 (the "Withdrawal"). Conditional on the Withdrawal, binding agreements to effect the following actions have been entered into:

·      David Craven and Jean-Paul Rohan (the "Proposed Directors") will be appointed to the Board as Directors with effect from the Withdrawal. The Proposed Directors have agreed to take up their positions for annual remuneration of £1 each until further notice. Brief biographies for the Proposed Directors are included in the Appendix to this announcement and the information required to be disclosed for the purposes of Schedule 2(g) of the AIM Rules for Companies will be included in a subsequent announcement if and when their appointments to the board come into effect.

·      James Sharp and Richard Monaghan (the "Current Directors") will resign as Directors of the Company with effect from the Withdrawal, immediately following the appointment of the Proposed Directors. The Current Directors have both agreed to waive their payments in lieu of notice along with their unpaid fees for July 2023.

The Proposal significantly reduces the Company's liabilities, contingent liabilities and ongoing costs resulting in the Company becoming solvent in the view of the Current Directors. As a result, the Current Directors will provide a witness statement to the court hearing on 26 July 2023 requesting that the Winding-up Petition be withdrawn or dismissed.

As at 20 July 2023, the Company had cash of approximately £223,000. The Proposal which includes the waiving of certain Current Directors' fees, significantly reduces the Company's liabilities and contingent liabilities to circa £140,000, all of which will be settled as soon as reasonably practicable on the Withdrawal.

AIM Rule 15 cash shell status

Subject to the Withdrawal, the Proposed Directors intend to enter into an acquisition or acquisitions which would constitute a reverse takeover under Rule 14 of the AIM Rules for Companies (the "AIM Rules"). At this time there is no certainty as to the exact structure, identity or timing of such a transaction(s) but the Proposed Directors are assessing a number of potential opportunities.

The Company has been an AIM Rule 15 cash shell since the disposal of its trading business on 27 March 2023. If the Company is unable to enter into a transaction which qualifies as an AIM Rule 14 transaction by 27 September 2023, the Company's Ordinary Shares will be suspended from trading on AIM, pursuant to Rule 40 of the AIM Rules.  Admission to trading on AIM would then be cancelled six months from the date of suspension.

Court hearing timetable

Further to the timetable published by the Company on 15 June 2023, the Company announces the following updated timetable in respect of the Company's court hearing of the Winding-up Petition on 26 July 2023.

7.30 a.m. on 26 July 2023      Trading in ordinary shares of Itsarm plc suspended from trading, pending the outcome of the court hearing 

10.30 a.m. on 26 July 2023      Court hearing of the Winding-up Petition at the Business and Property Courts of England and Wales, 7 Rolls Building, Fetter Lane, London EC4A 1NL.

                                          In the unexpected event that the court rejects the request for withdrawal and/or dismissal and thereby approves the Winding-up Petition and makes the winding-up order, the Official Receiver of the Insolvency Service will be appointed to act as liquidator with immediate effect.

                                                Subject to the discretion of the court, it is expected that the court will order the withdrawal and/or dismissal of the Winding-up Petition. In this scenario the Company will continue as a going concern, the restoration of trading in the ordinary shares of the Company will be announced as soon as practicable (probably intraday) and the Proposal will come into effect immediately.

7.00 a.m. on 27 July 2023          If the court approves the Winding-up Petition and makes the winding-up order, cancellation of the Company's ordinary shares from trading on AIM will become effective as previously disclosed

As soon as practicable after the court hearing on 26 July 2023 the Company will make a further announcement, as appropriate.

Enquiries:

Itsarm plc                                                                                 Via Hudson Sandler

Jim Sharp, Chairman

Rich Monaghan, Chief Financial Officer

Hudson Sandler                                                                       +44 (0)20 7796 4133

Alex Brennan                                                                             itsarm@hudsonsandler.com

Ben Wilson

Liberum Capital Limited (Nomad and Broker)                      +44 (0)20 3100 2000

Clayton Bush

Scott Mathieson

Miquela Bezuidenhoudt

APPENDIX

David Craven

David is an experienced board level executive who has been involved in the expansion and successful exits of many recognised groups.

He has significant and broad commercial experience, having held senior executive roles with News Corporation, UPC Media, BT, Sky and Allwyn. David was joint MD of the Tote, the Government statutory betting monopoly for six years, driving its privatisation and has held senior executive roles at UK Betting Plc and Wembley Plc. David was a co-founder of broadband and interactive TV media group UPC Chello which was floated in 1999 at a valuation of c.$1 billion.

David managed a portfolio of investments for the Tavistock Group delivering significant returns through his Chairmanship of Turf TV and asset-backed lender, the Ultimate Finance Group. He was appointed CEO of DCD Media Plc in November 2012 and Executive Chairman in January 2013 and successfully sold the business in 2021. As Chief Executive Officer of Allwyn, David recently led the company in its successful bid to operate the UK Fourth National Lottery Licence and the subsequent buyout of incumbent operator Camelot following an extensive bidding process.

Jean-Paul Rohan

Jean-Paul Rohan is a highly experienced commercial and business development specialist, with hands-on executive experience of building businesses in sports, media, games, wireless, broadband and digital TV markets on a European and global basis.

He specialises in the commercial exploitation of brands across digital and real-world mediums including games, internet, mobile platforms and digital television, focusing on e-commerce and digital retailing.

As an independent consultant, Jean-Paul has helped numerous companies to commercialise and deliver their commerce services to mobile devices, PCs and interactive TV, working closely with content owners to exploit their intellectual property right and drive new revenues from end users.

Jean-Paul has held senior positions and been a founder of a number of successful businesses including NetChannel, the first company in the UK to deliver internet access and interactive services to TV sets via set top boxes, and UPC Chello, a broadband and interactive TV media group. He was previously a non-executive Director of AIM listed DCD Media Plc.