THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
2014/596/EU, WHICH IS PART OF DOMESTIC LAW OF THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION
(AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
2 December 2024
RegTech
Open Project plc
("RTOP" or the "Company")
Notice of
Intention to Delist, Accounts and Update
RegTech Open Project plc (LSE:
RTOP), a technology business specialised in
the automation, management, and optimisation of regulatory
compliance operations, refers to its shares (ISIN:
GB00BS3BDY00) (the "Shares").
The Company hereby gives notice
that, having extensively reviewed and evaluated the advantages and
disadvantages of a listing on the Equity Shares (Transition)
category of the Official List of the Financial Conduct Authority
("FCA") and trading of
shares on the main market for listed securities of the London Stock
Exchange ("LSE"), the Board
of Directors of the Company (the "Board") has resolved to request that
(i) the FCA cancels the listing of the Company's Shares from the Official List maintained by the FCA, and (ii)
the LSE cancels the admission to trading of the Company's Shares on
the LSE's main market for listed securities (together, the
"Delisting").
In accordance with Listing Rule 21.2.17R, the Company is required
to give at least 20 business days' notice of the Delisting.
Accordingly, the Company gives notice today of its
intention to seek the Delisting tol become effective on or around
31 December 2024, with the last date of trading of its Shares on
the LSE being on or around 30 December 2024.
As the
Company is in the Equity Shares (Transition) category of issuers
listed on the Official List no shareholder approval is required for
the Delisting.
To facilitate the changes summarised
above and to prepare for the future, the Company has agreed a plan
(the "Transition Plan") the
objectives of which are:
· To
engage a new Chief Executive Officer who will lead
the business and the preparation of a new business plan; the
Company has already identified a highly suitable individual for
this role;
· To
raise additional capital with the support of the
controlling shareholder, in line with the new business plan and its
working and growth capital requirements;
· To find an exit opportunity for shareholders in the Company
who may not wish to remain shareholders in the Company following
the Delisting; and
· To
explore further opportunities and solutions to support the
business, taking into account the medium and longer term potential
of the Company.
There are no guarantees in relation
to the elements of the Transition Plan; in particular, the timing
and identity of the Company's new Chief Executive Officer, the
amount and nature of additional capital to be raised, the future
working and growth capital requirements of the Company, and the
nature and timing of the exit opportunity for shareholders in the
Company who may not wish to remain shareholders in the Company
following the Delisting.
In addition, the Company has applied
for, and been granted, an extension by Companies House for the
filing of its year end accounts to 31 December 2024.
Reasons for the Delisting and
further background
The decision to proceed with the
Delisting was taken by the Board as part of a short term cost
reduction and liability management plan and a review of the
Company's longer term strategy and direction. In taking its
decision, the Board took into account a number of key factors
including (i) the current funding position and the performance of
the Shareholder Loan Agreement (the "SLA") as indicated in the below table;
(ii) current market conditions, which are challenging for companies
such as RTOP; (iii) the challenges in implementing the Company's
growth strategy in the listed issuer environment, including the
considerable management time and costs necessarily incurred by the
Company as a result of its listing, especially at this stage of the
Company's development; (iv) the resignation of all of the Company's
executive staff in London; (v) the current suspension of the
Company's listing; and (vi) the best path forward to continue to
protect the position of creditors of the Company, including
maximising shareholder value and increasing the potential for the
long-term success of the Company.
The current position of the cash and
payables components and the corresponding accrued interest
payable/receivable as at the date of this announcement
are
|
SLA
components
(all amounts in
£)
|
Original amount envisaged in
the SLA disclosed in the Prospectus
|
Maximum amount envisaged
under the SLA
|
Already drawn-down/
assigned
|
Funded/
assigned
|
|
Cash component
A
Basic working
capital
|
2,500,000
|
2,500,000
|
2,500,000
|
1,752,678
|
|
Cash component B Growth
capital
|
3,500,000
|
3,500,000
|
3,500,000
|
|
|
Total cash component
|
6,000,000
|
6,000,000
|
6,000,000
|
|
|
Payables component (1)
|
2,000,000
|
3,600,000
|
926,639
|
926,639
|
|
Total cash and payables principal amounts
|
8,000,000
|
9,600,000
|
6,926,639
|
2,679,317
|
|
Interest payable on cash component
and payables component
|
|
|
|
193,991
|
|
Interest receivable on outstanding
cash amounts drawn down but not yet received
|
|
|
|
(610,631)
|
|
Total loan liability (including interest payable and
receivable)
|
|
|
|
2,262,677
|
Note:
(1) An
additional £603k of assignable payables is currently being
finalised subject to receiving confirmatory documentation and is
not included in the table above.
In addition, the Directors announce
that they have received confirmation from The AvantGarde Group
S.p.A. ("TAG") that TAG had
instructed the transfer to the Company of £332,796.02 in funds by
way of temporary funding.
The Company continues to rely on
RegTech Open Project S.r.l. ("RegTech Italy") and on TAG, in
relation to both of which Mr Zamboni is the ultimate beneficial
owner, for funding. Mr Zamboni has made representations to the
Company that further funding will be received imminently by the
Company.
In all the circumstances, as part of
the Company's cost reduction and liability management plan and
review of its longer term strategy and direction, including the
Company's intention to become a private limited company, and taking
account of the factors identified above, the Directors concluded
that the Delisting is in the best interests of the Company, its
creditors and its shareholders as a whole. Accordingly, the
Board has resolved to effect the Delisting with the intention of
converting the Company into a private limited company and to take
the other steps summarised in this announcement.
Implications of the Delisting
Following the Delisting, the English
law governed relationship agreement ("Relationship Agreement") executed
between the Company, TAG and RegTech Italy (the "Parties") will be
terminated.
The Parties had executed the
Relationship Agreement on 21 August 2023 pursuant to which it was
agreed that each of TAG and RegTech Italy (which are both
ultimately beneficially owned by Mr Zamboni) would provide certain
undertakings to the Company for the purpose of ensuring that the
business of the Company would at all times be carried on in a
manner which is independent of TAG and RegTech Italy and their
respective associates (as such term is defined in the FCA's Listing
Rules (the "Listing
Rules"), each in its capacity as a shareholder (both
directly and indirectly) and any transactions or arrangements
between it (and/or any of its associates, as defined in the Listing
Rules, including Mr Zamboni) and the Company will be at arm's
length and on normal commercial terms.
Following the Delisting, the Company
will no longer be subject to the regulatory and statutory regime
which applies to companies admitted to the Equity Shares
(Transition) category of the Official List of the FCA and traded on
the main market for listed securities of the LSE. As such,
shareholders in the Company will no longer be afforded the
protections given by the rules and regulations relating to
admission to the Official List such as the requirement to be
notified of certain material developments or events (including
substantial transactions, financing transactions, related party
transactions, and certain acquisitions and disposals) and the
requirements to seek shareholder approval for certain other
corporate events such as reverse takeovers or fundamental changes
in the Company's business. In addition, the Company will no longer
be required to disclose publicly any change in major shareholdings
in the Company under the Listing Rules or the FCA's Disclosure and
Transparency Rules, corporate governance rules and the rules
relating to primary information providers published by the FCA, and
the Company will no longer be subject to the EU Market Abuse
Regulation (596/2014), as retained by the European Union
(Withdrawal) Act 2018, regulating inside information and other
matters.
- Ends -
Enquiries:
About RegTech Open Project
plc
RegTech Open Project plc is a
technology business specialised in the
automation, management, and optimisation of regulatory compliance
operations. The Company has developed
the Orbit Open Platform, an award-winning proprietary software
platform focused on Operational Resilience (OR).
For more information, please
visit
www.regtechopenproject.co.uk