Itsarm PLC Dismissal of the Winding-up Petition (2855H)
July 26 2023 - 6:45AM
UK Regulatory
TIDMITS
RNS Number : 2855H
Itsarm PLC
26 July 2023
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 GBP1 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 GBP223,000. The
Proposal reduces the Company's liabilities and contingent
liabilities to c. GBP140,000, 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:
Current positions Previous positions
The renewable energy people Allwyn entertainment ltd
Limited Box film (boudicca) Limited
Saffron asset finance ltd Box film Limited
Mcnae properties ltd Box tv (dice) Limited
Saffron financial Limited Box tv (in production) Limited
Craven convergence Limited Box tv (prodco) Limited
Acemore finance Limited Box tv (production) ltd
Mayfair capital investments Box tv (s&l) Limited
UK Limited Box tv Limited
N.B.D. holdings Limited N.B.D. pictures Limited
DCD media Limited Bentley park (UK) Limited
Sportingwins Limited Rize international Limited
Timeweave gaming Limited Rize publishing Limited
Timeweave Limited Breathtaking Limited
DCD drama Limited
DCD rights Limited
Digital classics distribution
(two) Limited
Prospect pictures Limited
Rize television Limited
September films Limited
September songs Limited
Sequence post Limited
Amalgamated racing Limited
Ultimate finance holdings Limited
Saffron invoice finance Limited
My moolah ltd
Asian racing media Limited
International turf club Limited
Datawest computer services Limited
Microskill (services) Limited
Telectronics systems Limited
Timeweave bookmaking and finance
(holdings) Limited
Timeweave retail Limited
Timeweave washosp Limited
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:
Current positions Previous positions
In The Game Management Limited Hydda Limited
Hot Air Limited DCD Media Plc
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