TIDMALM
RNS Number : 2307C
Allied Minds PLC
07 October 2022
7 October 2022
Posting of Circular
Change to Board of Directors
Boston, MA (7 October 2022) - In its announcement on 24 August
2022, Allied Minds PLC ("Allied Minds" or the "Company") announced
an intention to formally consult with shareholders regarding a
possible delisting of the Company. Following such consultation,
Allied Minds today announces the publication of a shareholder
circular (the "Circular") in relation to the proposed cancellation
of Allied Minds' listing on the Official List and the Main Market
of the London Stock Exchange (the "Delisting") . Allied Minds also
announces an intended change to the Company's board of
directors.
Allied Minds' shareholders will shortly receive a copy of the
Circular. The Circular contains a notice convening a General
Meeting to be held at 374 Congress Street, Suite 308, Boston,
Massachusetts 02210 USA at 12.00 pm EDT / 4.00 pm GMT on Tuesday 1
November 2022, at which a resolution to approve the Delisting will
be proposed (the "Resolution").
Proposed Delisting
The Board considers that the costs of maintaining a premium
listing on the Official List and the Main Market of the London
Stock Exchange are prohibitive for a company of Allied Minds'
current size and maintaining a public listing is no longer in best
interests of the Company and its Shareholders as a whole.
The Board has focused on ongoing operational costs and
considered whether it is still appropriate for the Company's Shares
to be admitted to the Official List and trading on the Main Market.
The Board has concluded that the Company would benefit from a
Delisting due to the relatively significant ongoing annual costs
associated with maintaining admission to the Official List and
trading on the Main Market which are disproportionate to the
Company's size. The cash costs of maintaining the listing include
fees paid to the Company's accountants, corporate broker,
registrars and lawyers, annual fees paid to the London Stock
Exchange and Financial Conduct Authority, and fees associated with
the release of regulatory announcements. These costs have become
increasingly significant in proportional terms as the Company
delivers on its strategy of realising value for shareholders and
the value of the remaining portfolio diminishes as a result.
The Board also believes that the Company would benefit from
simpler administration and regulatory requirements following the
Delisting which would be more appropriate to the Company's nature
and size. The Company expects to achieve costs savings as a result
of no longer being subject to the provisions of the premium listed
company regime and, in particular, the ongoing reporting
obligations under the Listing Rules and the Disclosure Guidance and
Transparency Rules. It is estimated that the Company should achieve
cost savings of approximately $2.2 million in the financial year
following the Delisting.
If the Delisting is approved at the General Meeting, it is
anticipated that the effective date of the Delisting will be
Wednesday 30 November 2022.
Shareholder voting undertakings
The Board has consulted with certain of the Company's largest
shareholders in connection with the Delisting. The Company has
received irrevocable undertakings from each of Crystal Amber Fund
Limited, Invesco Asset Management Limited, Metage Funds Limited and
Mr Mark Pritchard to vote in favour of the Resolution to be
proposed at the General Meeting.
As at 5 October 2022 (being the latest practicable date prior to
the publication of the Circular): Crystal Amber Fund Limited held
44,103,770 of the Company's shares (representing approximately
18.40% of the Company's shares), Invesco Asset Management Limited
held 39,537,468 of the Company's shares (representing approximately
16.57% of the Company's shares), Metage Funds Limited held
15,687,237 of the Company's shares (representing approximately
6.55% of the Company's shares) and Mr Mark Pritchard held
13,250,142 of the Company's shares (representing approximately
5.53% of the Company's shares).
As a result, the Company has received commitments to vote in
favour of the Resolution to be proposed at the General Meeting from
shareholders representing, in aggregate, approximately 47.05% of
the Company's shares.
Intended change to the Company's Board of Directors
In connection with the Delisting, and in accordance with
arrangements required by Crystal Amber Fund Limited for the
provision of its irrevocable undertaking to vote in favour of the
Resolution, the Board has agreed to appoint an additional director
nominated by Crystal Amber Fund Limited to join the Board, subject
to completion of appropriate due diligence.
The person nominated by Crystal Amber Fund Limited for
appointment to the Board as a director is Mr Juan Morera. Mr Morera
is a CFA qualified investment analyst with over 10 years'
experience, currently working as an analyst and Assistant Fund
Manager at Crystal Amber Advisers. Prior to this he was an
Investment Analyst at Wills Towers Watson. Mr Morera holds an MSc
in Politics of the World Economy from the London School of
Economics and Political Science and a BA in Politics and Public
Policy from Universitat Pompeu Fabra, Barcelona. Mr Morera is a
non-executive director of Hurricane Energy plc.
The Company will make an announcement confirming the appointment
of Mr Morera to the Board, and provide any further disclosures
required under paragraph 9.6.13R of the Listing Rules in connection
with Mr Morera, following completion of due diligence.
Voting at the General Meeting
Shareholders will receive a hard copy form of proxy ("Form of
Proxy") for use in connection with the General Meeting.
Shareholders will also be able to appoint a proxy electronically.
In each case, for proxy appointments to be valid, they must be
received no later than 5.00 pm BST on Friday 28 October 2022 (or,
in the case of an adjournment of the General Meeting, not later
than 48 hours before the time fixed for the holding of the
adjourned meeting).
If shareholders hold their shares in the Company in
uncertificated form (i.e. in CREST), they may appoint a proxy by
completing and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is
received by the Registrar by no later than 5.00 pm BST on Friday 28
October 2022 (or, in the case of an adjournment of the General
Meeting, not later than 48 hours before the time fixed for the
holding of the adjourned meeting).
A copy of the Circular will be available on Allied Minds'
website at https://www.alliedminds.com . In accordance with Listing
Rules 9.6.1R and 9.6.3R of the UK Financial Conduct Authority, a
copy of the Circular (including the notice of extraordinary general
meeting) will also be forwarded to the UK Financial Conduct
Authority and will be uploaded to the National Storage Mechanism
and available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will be posted to the Company's shareholders as soon as
possible.
ENDS
For further information, please contact:
Allied Minds plc c/o Instinctif Partners
Bruce Failing
Instinctif Partners (Communications)
Tim Linacre / Rozi Morris / Joe Quinlan alliedminds@instinctif.com
About Allied Minds
Allied Minds plc is an IP commercialisation company focused on
early stage company development within the technology sector. With
origination relationships that span US federal laboratories,
universities, and leading US corporations, Allied Minds
historically created, and now operates and funds, a portfolio of
companies to generate long-term value for its investors and
stakeholders. Based in Boston, Allied Minds supports its businesses
with capital, management, expertise and shared services. For more
information, please visit www.alliedminds.com.
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END
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