Requisition of General Meeting Update

RNS Number : 2248N

ADVFN PLC

14 May 2015

 

14 May 2015

ADVFN PLC ("ADVFN" or the "Company")

Requisition of General Meeting Update

Further to the announcement on 7 April 2015, the Company has received confirmation that Bank of New York (Nominees) Limited (acting as nominee company for The Bank of New York Mellon which is acting as custodian on behalf of Sweet Sky Limited and Shellhouse Limited) has decided not to proceed with its requisition for a general meeting.

The Company has been informed that it is also intended that the underlying ownership of 6,484,442 shares, representing a 25.71 per cent. shareholding in ADVFN, which are currently held by Bank of New York (Nominees) Limited  (the "ADVFN Shares") will be changed such that ownership of the ADVFN Shares will revert to the beneficial owners of Sweet Sky Limited and Shellhouse Limited, with the exception of Zack Keinan. We are informed that, following such changes, none of Zack Keinan, Sweet Sky Limited or Shellhouse Limited will have any interest in the ADVFN Shares and none of the beneficial owners referred to above will have a shareholding of 10% or more in ADVFN.  The Company expects to receive appropriate disclosures, pursuant to DTR 5, in due course which will be notified to the market once received.

As set out in the Company's announcement of 7 April 2015, ADVFN's wholly owned subsidiary, ALL IPO plc is authorised and regulated by the Financial Conduct Authority (the "FCA").  Accordingly, shareholders seeking to own more than 10 per cent. of ADVFN must seek permission from, and subsequently be granted permission by, the FCA in accordance with its change of control provisions. Ownership above the levels of 10 per cent. and subsequently 20 per cent. without such prior change of control permissions is a criminal offence.

The Board has not received any explanation from Zack Keinan, Sweet Sky Limited and Shellhouse Limited (the "Requisitioning Shareholders") regarding their decision not to proceed with the requisition. 

Despite the Requisitioning Shareholders'  decision  not to proceed with the requisition, the board is of the view that the requisition was an attempt to gain control of the Company without paying a fair value for it and there is no certainty that the such attempts will not be made again in the future. The Board would therefore recommend that shareholders seek their own independent financial advice before dealing in their ADVFN Shares.

The Company's CEO Clem Chambers said; "Beyond the initial requisition attempt, we received no communication of intent from Sweet Sky, Shellhouse or their connected  parties. Neither have we received any indication or comfort that the entities behind the creation of Shellhouse and Sweet Sky will not continue their efforts to take control of ADVFN by other means. This episode clearly demonstrates the value of ADVFN as a significant internet financial property and brand and its significant worth to outside parties. We will continue to press ahead with our long term strategy."

For further information, please contact:

Clem Chambers,

ADVFN PLC CEO

0207 0700 909

Salmaan Khawaja

Jen Clarke

Jamie Barklem

Grant Thornton UK LLP (Nominated Adviser)

0207 383 5100

 

END

 

 

MSCBXGDUSDBBGUS