On 12 December 2023, the Company completed the disposal of its former cyber security trading business, and as a result the Company became a cash shell pursuant to Rule 15 of the AIM Rules on 13 December 2023.
Since this disposal, the Company's strategy has been to identify another company or business to acquire in exchange for the issue of Ordinary Shares in a single transaction (a "reverse takeover" or "RTO") or, if no suitable acquisition could be identified on a timely basis, to appoint a liquidator and enter a member’s voluntary liquidation ("MVL") and return any remaining cash to Shareholders. In considering the Company's future strategy, the then Directors have sought to identify opportunities offering the potential to deliver value accretion to Shareholders over the medium to long-term in the form of capital and/or dividends.
On 13 June 2024, the Company’s shares were suspended from trading on the AIM market as it was not able to make an acquisition or acquisitions which constituted a reverse takeover under Rule 14 of the AIM Rules, within six months of becoming an AIM Rule 15 cash shell, in accordance with Rule 15 of the AIM Rules.
On 28 th October 2024, the Company announced a refinancing of £500,000 (before expenses), through a subscription for 9,615,385 new Ordinary Shares at an issue price of 5.20 pence per new Ordinary Share. The investment was by Salonica GP (advised by Salonica Capital Ltd) and is to support the execution of an RTO by the acquisition of an identified asset (“The Acquisition”), as set out below, in the media and entertainment sector. The Company targets to announce this in the first quarter of 2025. On 13 November 2024 the investment was completed following approval by the Company’s shareholders and Othman Shoukat and Richard Collett joined the Board.
The Acquisition
Salonica Capital has introduced the Company to the Acquisition. The Acquisition is expected to be of a newly incorporated company which is being established with a management team to acquire the global distribution rights of certain media assets from an established international media company. Consideration for the Acquisition is expected to be settled via the issue of new Ordinary Shares in the capital of the Company. A fundraising may be undertaken immediately prior to readmission to accelerate the development and growth of the Company. Should the Acquisition complete as envisaged, Shareholders will each receive a further seven new Ordinary Shares by way of bonus issue for every four Ordinary Shares they hold.
The Company and Salonica GP intend to complete the Acquisition as soon as possible. However, it is unlikely that the Acquisition will be finalised by 13 December 2024, being the date by which the Company needs to have completed an RTO in accordance with Rule 41 of the AIM Rules. If the Company has not completed an RTO by that date, its admission to trading on AIM is expected to be cancelled on 14 December 2024. Should the Acquisition be successfully completed, the Company can expect to be readmitted to AIM in early 2025