Proposed AIM Cancellation and Notice of GM
24 April 2023
As stated in the announcement of audited annuals results for year ended 30 September 2022, the Board of Asimilar (AIM/AQSE: ASLR), the AIM quoted investing company focused on technology opportunities in the fields of big data, machine learning, telematics and the Internet of Things (IoT), proposes to seek Shareholder consent to cancel the admission of the Company's ordinary shares (the "Ordinary Shares") to trading on AIM (the "Cancellation"). The Company will therefore shortly be posting a circular to shareholders ("Circular") in connection with the proposed Cancellation pursuant to Rule 41 of the AIM Rules for Companies ("AIM Rules").
The Circular will set out the background to and reasons for the Cancellation, additional information on the implications of the Cancellation for the Company and its Shareholders and why the Board believes the Cancellation to be in the best interests of the Company and of the Shareholders as a whole.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company is required to obtain the consent of not less than 75 per cent. of the votes cast by Shareholders at a general meeting in order to request that the Company’s Ordinary Shares are cancelled from trading on AIM. Accordingly the notice of the 2023 Annual General Meeting which has been convened for 11.00 a.m. on 18 May 2023 at the offices of Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE will include a resolution seeking Shareholder approval of the Cancellation.
Current Financial Position
As at 30 September 2022, the Company had total assets of £6,727,334, total liabilities of £275,150 and net assets of £6,452,184. The net assets per Ordinary Share were 5.53p.
Cancellation of Admission
Reasons for the proposed Cancellation
The Company’s Ordinary Shares are currently admitted to trading on both AIM and AQSE, where admission took place in April 2022.
As addressed in the Company’s recently announced audited results for the year ended 30 September 2022, 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 currently have the capacity to pursue new investment opportunities.
It is neither sustainable, nor beneficial, for the Company to be in a position whereby it has the need to liquidate certain holdings in order to meet its operating costs. The Board is actively reviewing its current cost base, as well as its options for the future. Certain permanent cost savings have already been implemented, and the Directors have deferred their salaries since December last year. Further cost savings are planned and the Cancellation will support these in terms of reduced regulatory and advisory fees.
The Board believes that the Cancellation will provide greater optionality to the Board going forward, in terms both of reducing operating costs and also taking advantage of a market regime (AQSE) which may be more fitting to an investment company – reducing the risk that investment opportunities might be missed and Shareholders’ interests thereby affected. The Board also considers that, in the recent past, the Company’s market capitalisation and lack of liquidity in its shares have impacted certain of the potential advantages to having the shares admitted to trading on AIM.
Therefore, given the Company’s Ordinary Shares are currently admitted to trading on both AIM and AQSE, the Board is putting the Cancellation Resolution to the forthcoming Annual General Meeting which seeks Shareholder approval to cancel the Admission of the Ordinary Shares to trading on AIM. The Board does not consider that any potential benefits to the Company or Shareholders from retaining the AIM Admission are sufficient to justify the associated costs.
Effects of Cancellation
In the event that the Cancellation Resolution is passed and the Admission of the Company’s Ordinary Shares to trading on AIM is cancelled, Shareholders will no longer be able to buy and sell Ordinary Shares in the Company through AIM and thereafter liquidity in the Company’s shares may be more limited, although the Company’s Ordinary Shares will continue to be traded on the Access Segment of the AQSE Growth Market. Accordingly:
- the Company would no longer be subject to the rules and corporate governance requirements to which companies admitted to trading on AIM are subject (and accordingly Shareholders will no longer be afforded the protections given by the AIM Rules). However it will remain subject to AQSE Rules and, therefore, it will still be bound to make any public announcements of material events, and to announce interim or ﬁnal results, substantial transactions and related party transactions through Regulatory Information Services, and to comply with the requirement to obtain Shareholder approval for reverse takeovers and fundamental changes in the Company’s business;
- Cairn will cease to be the Company’s nominated adviser and Peterhouse will cease to be the Company’s joint broker. However, the Company will still retain an AQSE corporate advisor and broker (currently Oberon Capital) for as long as its Ordinary Shares are admitted to trading on the AQSE market;
- the Company will still be subject to the DTRs and Shareholders would therefore still be required to speciﬁcally disclose major shareholdings in the Company;
- the Company will still be subject to MAR regulating inside information;
- the Code will continue to apply to the Company following Cancellation; and
- the Company will continue to maintain a website, although Shareholders should be aware that there will be no obligation on the Company to include all of the information currently required by Rule 26 of the AIM Rules.
The above considerations are not exhaustive. Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation on them.
In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange plc of the proposed Cancellation.
Pursuant to AIM Rule 41, the Cancellation can only be effected by the Company after securing a resolution of Shareholders in a general meeting passed by a requisite majority, being not less than 75 per cent. of the votes cast by Shareholders (in person or by proxy).
Under the AIM Rules, the Cancellation can only take place after the expiry of a period of twenty Business Days from the date on which notice of the Cancellation is given. In addition, a period of at least five Business Days following the Shareholder approval of the Cancellation is required before the Cancellation may be put into effect. Accordingly, if the Resolution to cancel the Admission is approved, the last day of dealings in the Ordinary Shares on AIM will be 25 May 2023, and the Cancellation will become effective at 7.00 a.m. on 26 May 2023.
Annual General Meeting
The Circular will include a copy of the notice convening the Annual General Meeting to be held at the offices of Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE at 11.00 a.m. on 18 May 2023 at which, inter alia, the Cancellation Resolution will be proposed.
The Directors of the Company are responsible for the release of this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|Notice given to London Stock Exchange notifying it of the proposed Cancellation||24 April|
|Publication of the Circular||24 April|
|Notice convening Annual General Meeting||24 April|
|Latest time and date for receipt of Form of Proxy||16 May|
|Annual General Meeting||18 May|
|Announcement of results of Annual General Meeting||18 May|
|Expected last day of dealings in Ordinary Shares on AIM||25 May|
|Expected time and date that the Admission to trading of the Ordinary Shares on AIM will be cancelled||7 a.m. 26 May|
|Asimilar Group plc|
|John Taylor||[email protected]|
Cairn Financial Advisers LLP (AIM Nominated Adviser)
|Sandy Jamieson, Liam Murray||Tel: +44 20 7213 0880|
Peterhouse Capital Limited (Joint Broker)
|Duncan Vasey / Lucy Williams||Tel: + 44 20 7220 9797|
|Oberon Capital (Aquis Corporate Adviser and Joint Broker)|
|Chris Crawford||Tel + 44 20 3179 5300|
The following definitions apply throughout this announcement, unless the context otherwise requires:
|“Admission”||the admission of the Ordinary Shares to trading on AIM|
|“AIM”||the market of that name operated by the London Stock Exchange|
|“AIM Rules”||the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange and as amended from time to time|
|“AQSE”||Aquis Stock Exchange PLC, a UK-based stock market providing primary and secondary markets for equity and debt products, and which is permissioned as a Recognised Investment Exchange|
|“Board” or “Directors”||the directors of the Company.|
|“Business Day”||any day other than a Saturday or Sunday, where banks in the UK are open for the transaction of normal banking business|
|“Cancellation”||the cancellation of the Admission in accordance with Rule 41 of the AIM Rules|
|“Cancellation Resolution”||the Resolution to be proposed at the Annual General Meeting seeking Shareholder approval of the Cancellation|
|“Cairn” or “Nomad”||Cairn Financial Advisers LLP, the Company’s nominated adviser|
|"Circular"||the document containing information about the Cancellation and the Notice of General Meeting that shall be posted to the Company's Shareholders|
|“Code”||the UK City Code on Takeovers and Mergers, in force for the time being|
|“DTRs”||the Disclosure Guidance and Transparency Rules prescribed by the Financial Conduct Authority|
|“Company”||Asimilar Group plc, a company incorporated in England and Wales with registration number 44882815|
|“CREST”||the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations|
|“CREST Regulations”||the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended|
|“Euroclear”||Euroclear UK & International Limited, the operator of CREST|
|“Annual General Meeting”||the annual general meeting of the Company convened for 11.00 a.m. on 18 May 2023 by the Notice to be held at Peterhouse Capital Limited, 80 Cheapside, London, EC2V 6EE for the purpose of considering and, if thought fit, passing the Resolutions|
|“FCA”||the Financial Conduct Authority of the UK|
|“Form of Proxy”||the form of proxy enclosed with the Circular for use in relation to the Annual General Meeting|
|“Group”||together, the Company and its subsidiary undertakings|
|“ISIN”||International Securities Identification Number|
|“London Stock Exchange”||London Stock Exchange plc|
|“MAR”||the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation), as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018|
|“Notice”||the notice of Annual General Meeting contained within the Circular to be posted to the Company's shareholders|
|“Oberon Capital”||a trading division of Oberon Investments Group plc, the Company’s AQSE corporate adviser and joint broker|
|“Ordinary Shares”||the ordinary shares of 0.01p each in the capital of the Company|
|“Peterhouse”||Peterhouse Capital Limited, the Company’s joint broker|
|“Regulatory Information Service”||one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information in respect of listed companies|
|“Resolutions”||the Resolutions to be proposed at the Annual General Meeting as set out in the Notice|
|“Shareholders”||registered holders of Ordinary Shares|
|“UK”||the United Kingdom of Great Britain and Northern Ireland|
Certain statements in this announcement are, or may be deemed to be, forward-looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should", "expect", "hope", "seek", ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the results and expectations discussed in the forward-looking statements, many of which are beyond the control of the Company. In particular, the early data from initial patients in the MATINS trial may not be replicated in larger patient numbers and the outcome of clinical trials may not be favorable or clinical trials over and above those currently planned may be required before the Company is able to apply for marketing approval for a product. In addition, other factors which could cause actual results to differ materially include the ability of the Company to successfully license its programs within the anticipated timeframe or at all, risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets or other sources of funding, reliance on key personnel, uninsured and underinsured losses and other factors. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward-looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.