Update
May 28 2010 - 2:00AM
UK Regulatory
TIDMTIME
RNS Number : 6894M
Timestrip PLC
28 May 2010
28 May 2010
Timestrip PLC ('Timestrip' or 'the Company')
Update
In the event that the proposals to, inter alia, dispose of the trading
subsidiaries and adopt an investment policy for the Company are approved by
shareholders at the general meeting of the Company to be held on 1 June 2010 the
Company announces that it intends to change its accounting reference date from
31 December to 30 June consequently, the Company's next results to be notified
to the market would be the audited accounts for the 18 months to 30 June 2010,
which the board anticipate would be released by the end of July 2010.
The Company's shares would remain suspended from trading on AIM until such time
as the audited accounts for the 18 months to 30 June 2010 have been posted to
shareholders.
As announced on 6 May 2010 the Company convened a general meeting on 1 June 2010
setting out proposals to:-
(1) Dispose of its trading subsidiaries for up to GBP225,000 comprising the
initial consideration of GBP160,000 in cash and deferred consideration of up to
GBP65,000 ('the Disposal'). Pirtsemit Limited the proposed acquirer is a
company in which the directors, with the exception of Jonathan Steinberg, have
an interest. The Disposal is classified as:-
- a related party transaction pursuant to AIM Rule 13;
- substantial property transaction pursuant to section 190 of the Companies
Act; and
- a fundamental change of business for the purpose of AIM Rule 15.
Related Party Transaction
The Disposal to Pirtemit, a company in which the directors, with the exception
of Jonathan Steinberg, have an interest, constitutes a related party transaction
for the purposes of AIM Rule 13. Where a company whose shares are listed on AIM
enters into a related party transaction, Aim Rule 13 requires the directors
(with the exception of any director who is involved in the transaction as a
related party) to consider, having consulted with the Company's nominated
adviser, that the terms of the transaction are fair and reasonable insofar as
its shareholders are concerned.
Jonathan Steinberg, the independent director, having consulted with the
Company's nominated adviser, that the terms of the related party transaction
with Pirtsemit are fair and reasonable insofar as shareholders are concerned.
(2) Adopt an investment policy and be classified as an Investing Company
pursuant to the AIM rules. Details of the investment policy are set out below;
(3) Change the Company's name to Mungo Trading plc; and
(4) Appoint Mark Nelson-Smith to the Board of the Company.
In the event that the Disposal resolution is approved but the Investment Policy
resolution is not approved by shareholders, the board is proposing that
alternative resolutions are approved which would effect a members' voluntary
liquidation of the Company.
If the Disposal resolution is not passed, the General Meeting will be adjourned
and the board will consider the Company's future position in respect of the
trading and working capital position. The board will seek immediate advice
regarding insolvency proceedings in relation to the trading subsidiaries.
The disclosure required under AIM Rule 26 may be found at Company's website at
www.timestrip.com
** ENDS **
+-----------+-----------+---------------+
| Jonathan | Timestrip | 01462 440 700 |
| Steinberg | plc | |
+-----------+-----------+---------------+
| Liam | Cairn | 020 7148 7903 |
| Murray | Financial | |
| | Advisers | |
| | LLP | |
+-----------+-----------+---------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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