PTY Partway Group Plc

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.