Dissemination of a Regulatory
Announcement that contains inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310.
10 June 2024
Partway Group Plc
("Partway" or the
"Company")
Suspension of trading on
AIM
Corporate Update
and
Proposed cancellation from admission to
trading on AIM
Partway Group plc (AIM: PTY) provides the
following update in relation to its activities and the consequences
in relation to the admission to trading on AIM of the Company's
ordinary shares.
Corporate
Update
Over the last six months, the Directors have
assessed a number of potential acquisition opportunities that would
have constituted a reverse takeover under Rule 14 of the AIM Rules
for Companies ("Reverse Takeover" or "RTO"). The criteria the
Directors have used in assessing these acquisition opportunities
have included:
· the
opportunity to generate future value for the Company's
shareholders;
· the
likelihood of delivering a RTO within the timeframe set out in Rule
15 of the AIM Rules for Companies before the Company would be
delisted, being 9 December 2024; and
· the
significant potential costs and risks associated with undertaking
an RTO.
The Directors have also been very conscious of
the ongoing use of the Company's existing cash resources associated
with its continued listing whilst the search for a suitable Reverse
Takeover candidate progresses.
The Board is no longer in discussions with any
potential RTO candidate. Against this backdrop, the Board has
considered the merits of continuing to pursue the completion of a
Reverse Takeover and has now concluded that the risks associated
with such a transaction being achieved on or before 9 December 2024
(being the first business day following the anniversary of the sale
of the recruitment business and the deadline for completing an RTO
before the Company's shares are cancelled from trading in
accordance with Rule 41 of the AIM Rules for Companies) are
high.
The Board now believes it is not in the best
interests of the Company's shareholders to pursue this strategy on
an ongoing basis. The Board has therefore consulted with
specialist advisors on the most appropriate way to return capital
to shareholders and will, in due course, set out in a circular to
shareholders its plan to cancel the admission to trading on AIM of
the Company's ordinary shares and place the Company in a solvent
members' voluntary liquidation pursuant to the UK Companies Act
2006 ("MVL"), enabling surplus funds, after paying creditors, to be
distributed to shareholders.
Suspension of
trading on AIM
As outlined in its announcement of 8 December
2023, following the disposal of the Company's main trading
business, Parity Professionals Limited, Partway became classified
as an AIM Rule 15 cash shell from that date.
As neither a reverse takeover nor readmission
to trading on AIM as an investing company have yet been completed,
trading in the Company's ordinary shares on AIM will be suspended
with effect from 7.30 a.m. BST today.
Proposed
cancellation of admission to trading on AIM
Under Rule 41 of the AIM Rules, it
is a requirement that the cancellation
of trading on AIM in the Company's ordinary
shares must be approved by not less than 75 per cent. of
votes cast by shareholders at a general meeting of the Company.
In addition, any AIM company that
wishes for the London Stock Exchange to cancel the admission of its
shares to trading on AIM is required to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such
date.
Accordingly, the Board has notified the London Stock Exchange of the Company's intention,
subject to
the appropriate
resolution being passed at a general
meeting of the Company, to cancel the Company's admission of the
Ordinary Shares to trading on AIM on 9 July
2024.
The proposed entry by the Company into the MVL
and the cancellation of trading on AIM of the Company's ordinary
shares are matters which require the approval of the Company's
shareholders. A circular convening a general meeting of the
Company in relation to these matters will be sent to shareholders
in due course, and a further update will be made when
appropriate.
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Contacts
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Partway Group plc
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www.partway.net
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Mark Braund, Executive
Chairman
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m.braund@partway.net
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Mike Johns, Chief Financial
Officer
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m.johns@partway.net
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Allenby Capital Limited (Nominated
Adviser and Broker)
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Tel: +44 (0) 20 3328 5656
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David Hart / Dan Dearden-Williams
(Corporate Finance)
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Tony Quirke (Sales and Corporate
Broking)
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