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

26 July 2023

Itsarm plc

Restoration of trading

Dismissal of the Winding-up Petition

Directorate changes

Itsarm plc ("Itsarm" or the "Company") announces that, further to the announcement on 24 July 2023, the Company has received confirmation that at the court hearing of the Winding-up Petition held earlier today at the Business and Property Courts of England and Wales the court ordered the dismissal of the Winding-up Petition. As a result, the Proposal as described in the announcement on 24 July 2023 has come into effect immediately resulting in the following changes to the Company's board of directors:  

·     James Sharp (previously Non-Executive Chairman) and Richard Monaghan (previously Executive Director) have resigned from the board and from the Company with immediate effect. As previously announced both Mr Sharp and Mr Monaghan have agreed to waive their payments in lieu of notice along with their unpaid fees for July 2023.

·      David Craven and Jean-Paul Rohan have been appointed to the Company's board with immediate effect as Non-Executive Chairman and Non-Executive Director respectively. As previously announced, both Mr Craven and Mr Rohan have agreed to take up their positions for annual remuneration of £1 each until further notice.

The disclosures required under Schedule 2(g) of the AIM Rules for Companies in relation to Mr Craven and Mr Rohan can be found in the Appendix to this announcement.

The Proposal has resulted in a significant reduction of the Company's liabilities, contingent liabilities and ongoing costs resulting in the Company becoming solvent and being able to continue as a going concern. As previously announced, as at 20 July 2023, the Company had cash of approximately £223,000. The Proposal reduces the Company's liabilities and contingent liabilities to c. £140,000, all of which will be settled as soon as reasonably practicable. The new directors believe the remaining cash coupled with potential access to other funding, if required, is sufficient to explore and undertake any potential AIM Rule 14 transaction, as described further in the paragraph below.

AIM Rule 15 cash shell status

The new 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) or as to whether or not such a transaction(s) will happen at all, but the new 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 does not complete a transaction which qualifies as an AIM Rule 14 transaction by 28 September 2023, the Company's Ordinary Shares will be suspended from trading on AIM at 7.00 a.m. on 28 September 2023, pursuant to Rule 40 of the AIM Rules.  Admission to trading on AIM would then be cancelled six months from the date of suspension.

Restoration of trading

As a result of the dismissal of the Winding-up Petition the Company's ordinary shares will be restored to trading on AIM to coincide with the release of this announcement. 

Unless stated otherwise all defined terms in this announcement will have the same meaning applied to them as those in the announcement released by the Company on 24 July 2023.

Enquiries:

Itsarm plc                                                                                 Via Hudson Sandler

David Craven, Non-Executive Chairman

Jean-Paul Rohan, Non-Executive Director

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 - Schedule 2(g) disclosures

David Charles McNae Craven, aged 57.  

Mr Craven has no interest in the Ordinary Shares of Itsarm plc.

Mr Craven holds the following positions or has held the following positions in the last five years:                                                                        

Jean-Paul Stephen Rohan, aged 56.

Mr Rohan has no interest in the Ordinary Shares of Itsarm plc.

Mr Rohan holds the following positions or has held the following positions in the last five years: