Result of General Meeting
6 September 2019
("Cellcast" or the "Company")
Result of General Meeting
Cellcast plc announces that, at the General Meeting ("GM") of the Company, held earlier today, all resolutions were duly passed. Accordingly, the disposal of Cellcast UK Limited to Com & Tel Media Limited (the "Disposal") and change of the Company's name to Vintana plc, have been approved.
Effect of the Disposal
Following the passing of the resolutions at the GM, the Disposal has now been completed. As a result, the Company is now deemed to have become an AIM Rule 15 Cash Shell. As such, the Company will be required to make an acquisition or acquisitions which constitutes 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 today's date, or be re-admitted to trading on AIM as an investing company under AIM Rule 8 (which requires the raising of at least £6 million in cash via an equity fundraising on, or immediately before, re-admission). 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 have been rectified pursuant to AIM Rule 41.
Resignation of Directors
As set out in the Company's circular dated 20 August 2019 ("Circular"), as the Disposal has now completed, Craig Gardiner, Emmanuelle Guicharnaud and Bertrand Folliet have resigned as Directors of the Company with immediate effect. Following these departures, the Board consists of Michael Neville as Chairman and Sam Malin, who is assuming the role as Executive Director whilst the Company is a cash shell.
Strategy for the Company
As set out in the Circular, the Company's proposed strategy will be to acquire one or more companies and/or projects which are either cash flow generative or show significant potential for growth and a profitable exit.
Leveraging their knowledge and contacts, the Directors will seek to identify suitable investment and/or acquisition opportunities. At this stage, the Directors would not seek to exclude any particular sector or jurisdiction.
In selecting suitable investment and/or acquisition opportunities, the Directors will consider various factors relevant to an opportunity, including the:
· ease with which capital can be raised to meet the working capital requirements both initially and in the future;
· growth potential and outlook for future cash generation;
· likely resulting liquidity in the Company's shares following acquisition(s);
· short, medium and longer term exit strategies for shareholders;
· possible synergies with knowledge and contacts of the Directors; and
· suitability for a public listing, either on AIM or another recognised market in the UK.
Change of name
The change of the Company's name to Vintana plc will be effective once Companies House has issued a certificate of incorporation on change of name, which is expected to occur shortly. A further announcement will be made once this has become effective. The Company's tradable instrument display mnemonic ("TIDM") on AIM will change to VITA at 7:00 a.m. on the day following the change of name.
For further information:
Mike Neville, Chairman
Tel: +44 7775 606 175
Allenby Capital Limited (Nominated Adviser)
Nick Naylor/James Reeve
Tel: +44 (0) 20 3328 5656
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