Update

RNS Number : 6894M

Timestrip PLC

28 May 2010

 



28 May 2010

Timestrip PLC ('Timestrip' or 'the Company')

Update

In the event that the proposals to, inter alia, dispose of the trading subsidiaries and adopt an investment policy for the Company are approved by shareholders at the general meeting of the Company to be held on 1 June 2010 the Company announces that it intends to change its accounting reference date from 31 December to 30 June consequently, the Company's next results to be notified to the market would be the audited accounts for the 18 months to 30 June 2010, which the board anticipate would be released by the end of July 2010.

The Company's shares would remain suspended from trading on AIM until such time as the audited accounts for the 18 months to 30 June 2010 have been posted to shareholders.

As announced on 6 May 2010 the Company convened a general meeting on 1 June 2010 setting out proposals to:-

(1) Dispose of its trading subsidiaries for up to £225,000 comprising the initial consideration of £160,000 in cash and deferred consideration of up to £65,000 ('the Disposal').  Pirtsemit Limited the proposed acquirer is a company in which the directors, with the exception of Jonathan Steinberg, have an interest.  The Disposal is classified as:-

-     a related party transaction pursuant to AIM Rule 13;

-     substantial property transaction pursuant to section 190 of the Companies Act; and

-     a fundamental change of business for the purpose of AIM Rule 15.

Related Party Transaction

The Disposal to Pirtemit, a company in which the directors, with the exception of Jonathan Steinberg, have an interest, constitutes a related party transaction for the purposes of AIM Rule 13.  Where a company whose shares are listed on AIM enters into a related party transaction, Aim Rule 13 requires the directors (with the exception of any director who is involved in the transaction as a related party) to consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.

Jonathan Steinberg, the independent director, having consulted with the Company's nominated adviser, that the terms of the related party transaction with Pirtsemit are fair and reasonable insofar as shareholders are concerned.

 (2) Adopt an investment policy and be classified as an Investing Company pursuant to the AIM rules.  Details of the investment policy are set out below;

 (3) Change the Company's name to Mungo Trading plc; and

 (4) Appoint Mark Nelson-Smith to the Board of the Company.

In the event that the Disposal resolution is approved but the Investment Policy resolution is not approved by shareholders, the board is proposing that alternative resolutions are approved which would effect a members' voluntary liquidation of the Company.

If the Disposal resolution is not passed, the General Meeting will be adjourned and the board will consider the Company's future position in respect of the trading and working capital position.  The board will seek immediate advice regarding insolvency proceedings in relation to the trading subsidiaries.

The disclosure required under AIM Rule 26 may be found at Company's website at www.timestrip.com

** ENDS **

Jonathan Steinberg	Timestrip plc	01462 440 700
Liam Murray	Cairn Financial Advisers LLP	020 7148 7903

 

END

 

 

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