Future Strategy

The Company completed the disposal of its remaining trading operations on 12 December 2023. This was a fundamental disposal pursuant to Rule 15 of the AIM Rules for Companies. Accordingly, the Company now constitutes a cash shell in accordance with Rule 15 of the AIM Rules and expects to have cash balances of around £0.4m post payment of all deal and restructuring costs.

The Directors intend to seek to acquire another company or business in exchange for the issue of Ordinary Shares in a single transaction (a “reverse takeover” or “RTO”), which will only be able to go forward with Shareholder approval. In considering the Company’s future strategy, the Continuing Directors will seek to identify opportunities offering the potential to deliver value creation and returns to Shareholders over the medium to long-term in the form of capital and/or dividends. The Company has identified possible opportunities in technology (financial technology) and other sectors. There is no certainty that these opportunities will lead to a transaction.

The Company will be required to make an acquisition, or acquisitions, which constitute a reverse takeover under AIM Rule 14 on or before the date falling six months from the completion of the Disposal or be re-admitted to trading on AIM as an investing company under AIM Rule 8. Failing that, the Company’s Ordinary Shares will be suspended from trading on AIM pursuant to AIM Rule 40. If the Company’s shares remain suspended for six months, admission of the Company’s shares will be cancelled.

Pursuant to Rule 14 of the AIM Rules, a reverse takeover transaction would require the publication of an Admission Document in respect of the proposed enlarged entity and would be conditional upon the consent of Shareholders being given at a general meeting.

Market conditions may have a negative impact on the Company’s ability to make an acquisition or acquisitions, which would constitute a reverse takeover under AIM Rule 14. There is no guarantee that the Company will be successful in meeting the AIM Rule 14 deadline as described above.

If no suitable acquisitions can be identified on a timely basis, the Continuing Directors will consider appointing a liquidator and entering a members’ voluntary liquidation to return any remaining cash to Shareholders.