GM Result, Disposal Complete, Board & Name Changes
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
9 May 2022
Immedia Group Plc
("Immedia" or "the Company" or "the Group")
(to be renamed Immediate Acquisition Plc)
Result of General Meeting, Completion of Disposal, Directorate Change and Change of Name
Further to the announcement on 21 April 2022, Immedia is pleased to announce the results of the voting on the resolutions at its General Meeting, held earlier today. All resolutions were passed by the requisite majority. Resolutions 1 and 2 were passed as ordinary resolutions and resolution 3 was passed as a special resolution.
The proxy results are set out below:
% of votes
% of votes
1. Approval of the sale by the Company of Immedia Broadcast Limited to AVC Immedia Limited for the purposes of Rule 15 of the AIM Rules.
2. The approval of the Disposal for the purposes of section 190 of the Companies Act.
3. The approval of the Change of name.
Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a resolution.
Completion of the Disposal
Consequently, the disposal of Immedia Broadcast Limited has completed today.
AIM Rule 15
In accordance with AIM Rule 15, the Disposal constitutes a fundamental change of business of the Company. The Company has ceased to own, control or conduct all or substantially all, of its existing trading business, activities or assets.
Following completion of the Disposal therefore, the Company will become an AIM Rule 15 cash shell and, as such, will be required to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14 (including seeking re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from Completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million), failing which the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not be rectified during that period.
Any failure in completing an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14, including seeking re-admission as an investing company (as defined under the AIM Rules), will result in the cancellation of the Company's Ordinary Shares from trading on AIM.
Market conditions may also have a negative impact on the Company's ability to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14. There is therefore no guarantee that the Company will be successful in meeting the AIM Rule 15 deadline as described above.
Board Changes & New Company Secretary
Executive Directors, Ross Penney and John Trevorrow, have stepped down from the Board with immediate effect, with the three Non-Executive Directors, Tim Hipperson, Simon Leathers, and Mark Horrocks remaining.
A new Company Secretary, AMBA Secretaries Limited has been appointed.
Change of Name and Registered Office
At today's General Meeting, shareholders approved the change of Company's name to Immediate Acquisition Plc. The change of name is being processed by Companies House and will take effect on the AIM market of the London Stock Exchange once this has occurred. The Company's TIDM, IME.L, will remain unchanged.
Immedia Broadcast Limited will continue to trade under that name.
The Company has changed its registered office to c/o Charles Russell Speechlys LLP, 5 Fleet Place, London, EC4M 7RD.
Tim Hipperson, Non-executive Chairman, commented:
"The disposal of Immedia Broadcast Limited signals a change of direction for both the Company's shareholders and the management of Immedia Broadcast Limited. I want to thank Ross and John, in particular, for their contribution to the Group over many years and wish them every success in the future."
For further information please contact:
Immedia Group Plc
Tim Hipperson, Non-executive Chairman
Simon Leathers, Non-executive Director
Tel: +44 (0) 203 515 0233
SPARK Advisory Partners Limited (Nomad)
Tel: +44 (0) 203 368 3550
SP Angel Corporate Finance LLP (Broker)
Tel: +44 (0) 207 470 0470
Tel: +44 (0) 207 466 5000
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