RNS Number : 8716E

Asimilar Group plc

29 February 2024

Asimilar Group plc

('Asimilar' or the 'Company')

Notice of AGM and Proposed Delisting

Asimilar Group plc (AQSE: ASLR), the AQSE quoted company with investments in the technology and software sectors, announces that a resolution to propose the cancellation of the admission of the Company's shares to trading on the AQSE Growth Market ("Cancellation") will be proposed at the Company's AGM to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2 5DG on Wednesday 27 March 2024 (the "Cancellation Resolution").

As addressed in the Company's most recent interim financial results, released on 30 June 2023, 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 have the capacity to pursue new investment opportunities.  As such, and as previously announced, the Board has continued to assess the orderly realisation of its existing portfolio, with a view to ultimately distributing proceeds to Shareholders.

It remains the case that it is neither sustainable, nor beneficial, for the Company to be in a position whereby it has the need to liquidate certain holdings (particularly any illiquid investments) in order to meet its operating costs during this orderly realisation process.  As such, the Board has continued to review its current cost base, as well as its options for the future.  Certain permanent cost savings have  been implemented in the past 12 months (including cost savings relating to cancellation of admission to AIM), and the Directors have deferred their fees since December 2022.  The Directors have now agreed to waive 50 per cent. of those deferred fees, and the payment of the balance of such fees shall only be made at such time as the Company has realised sufficient of its investment portfolio as to meet these and all other commitments.  The proposed Cancellation will further support these cost saving measures in terms of reduced regulatory and advisory fees.  Furthermore, it is intended that, following Cancellation, the number of Directors on the Board shall be reduced from 4 to 2, with Michael Preen and Mark Horrocks stepping down.

The Board believes that Cancellation will provide greater flexibility and time to the Board going forward by reducing operating costs and allowing the orderly realisation of the investment portfolio.  The Board also considers that, in the recent past, the Company's market capitalisation, lack of liquidity in its shares, and the share price not being reflective of the Company's underlying net asset value, have impacted certain of the potential advantages to having the shares admitted to trading on AQSE.  This has coincided with significant headwinds in the Company's sectors of interest. 

The Board has considered a number of options, including further fundraising (in order to retain the AQSE admission and/or consider new investments), but has concluded that any such fundraise at or around the prevailing share price would not be in the interests of all Shareholders given the dilutive impact involved.

Therefore, the Board will be proposing the Cancellation Resolution as a special resolution at the forthcoming Annual General Meeting which seeks Shareholder approval to cancel the Admission of the Ordinary Shares to trading on AQSE.  The Board does not consider that any potential benefits to the Company or Shareholders from retaining the AQSE admission are sufficient to justify the associated costs and as such the Directors have unanimously concluded that it is in the best interests of the Company and its Shareholders to seek Cancellation.

Subject to the Cancellation Resolution being passed, trading in the Company's shares will cease at 7.00am on 28 March 2024.

Post Cancellation

If the Cancellation Resolution is approved, the Directors are aware that it will be more difficult for Shareholders to buy and sell ordinary shares should they wish to do so.

The Directors are reviewing options to enable Shareholders to buy and sell through a trading platform and further details will be provided in due course.

A circular, including the Notice of AGM and containing further information relating to the proposed Cancellation, will be posted to registered Shareholders and will be made available to Shareholders on the Company's website at www.asimilargroupplc.com.  

This announcement contains information that, prior to disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

The Directors take responsibility for this announcement.

-Ends-

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