MoneySwap Plc Cancellation from AIM and update re subscription (5065C)
April 13 2017 - 11:45AM
UK Regulatory
TIDMSWAP
RNS Number : 5065C
MoneySwap Plc
13 April 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
13 April 2017
MoneySwap plc
("MoneySwap" or the "Company")
Cancellation from trading on AIM and update re subscription
Moneyswap today provides an update on the subscription for new
ordinary shares in the Company by Wraith Holding B.V. ("Wraith") to
raise approximately GBP2.44 million, as announced on 21 March 2017
(the "Subscription") and details of the proposed cancellation of
the Company's shares from trading on AIM ("Cancellation").
Proposed cancellation from trading on AIM
Subsequent to the Company's announcement on 29 March 2017 and
the posting of the circular to shareholders which contained
resolutions to seek, inter alia, approval of the Subscription, the
Company and Wraith have given further consideration to the future
strategy of the Company. The Board of MoneySwap has concluded, in
consultation with Wraith, that the Company's ordinary shares of
0.1p each ("Ordinary Shares") should not remain admitted to trading
on AIM. Wraith has agreed (subject to the Cancellation taking
effect) to waive certain conditions precedent to the Subscription
as described further below. The Board of MoneySwap still consider
that it is in the best interests of the Company to proceed with the
Subscription.
The Company intends to convene a general meeting shortly (the
"Cancellation EGM"), at which it will propose a resolution to
approve the Cancellation in accordance with Rule 41 of the AIM
Rules for Companies. For Cancellation to become effective, the
Company will require not less than 75% of the votes cast by
shareholders on the resolution to be in favour of approving the
Cancellation at the Cancellation EGM. A circular giving further
details on the proposed Cancellation and containing a notice of the
Cancellation EGM, will be prepared by the Company and posted to
shareholders as soon as practicable. The earliest date at which
Cancellation could be effected is 17 May 2017. Further details on
the Cancellation timetable will be included in the circular.
Statement re suspension
The Company's Ordinary Shares are currently suspended from
trading on AIM pending the Company putting in place a depository
interest facility. Whilst the Company has taken the necessary steps
to put a new facility in place, as the Company and Wraith have now
agreed that the Subscription will not proceed whilst the Ordinary
Shares are admitted to trading on AIM, and in light of the proposed
Cancellation, the Ordinary Shares will remain suspended due to the
uncertainty that prevails until the Subscription is completed.
Update re Subscription
As stated above, the Board still considers that proceeding with
the Subscription is in the best interests of the Company and its
shareholders. In order to facilitate the Cancellation, Wraith has
agreed (subject to Cancellation taking effect) to waive the
following conditions precedent to the Subscription:
(i) that the Company's shares remain admitted to trading on AIM
and the trading of the Company's shares on AIM has been restored;
and
(ii) that Allenby Capital Limited continues to be engaged as the
Company's nominated adviser.
The Extraordinary General Meeting convened for 10.00 a.m. on
20(th) April 2017 (the "Subscription EGM") will proceed and the
Company expects, assuming the resolutions proposed at the
Subscription EGM are passed, that the remaining conditions
precedent will be subsequently be satisfied or waived by Wraith so
as to allow the Subscription to proceed. Pending such completion,
the Wraith loan facility, further details of which were announced
on 06 March 2017, will remain in place to provide working capital
facilities to the Company.
All irrevocable undertakings to vote in favour of the
resolutions to be proposed at the Subscription EGM, representing
77.44% of the Company's existing Ordinary Shares, remain valid.
For further information, please contact:
MoneySwap Plc Allenby Capital Limited
Interim Chief Executive Nominated Adviser
Craig Niven Nick Naylor / James
Reeve
+44 7767 497400 +44 20 3328 5656
This information is provided by RNS
The company news service from the London Stock Exchange
END
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