Completion of Disposal, Change of Name & Website

Parity Group PLC

08 December 2023

 

8 December 2023

Parity Group Plc

("Parity" or the "Company")

Completion of Disposal of Parity Professionals Limited

Change of Name

&

Change of Website Address

Further to the passing of the resolutions at the general meeting regarding the Company's disposal of Parity Professionals Limited ("PPL") (the "Disposal") and the change of name to Partway Group plc ("Name Change"), the Company confirms that the Disposal has now completed ("Completion"). In accordance with the SPA, the £2 million initial consideration has been paid to the Company by the Purchaser.

As detailed in the announcement dated 21 November 2023, £1 million has been retained by the Purchaser to set off against the expected negative working capital position of PPL as at Completion and other minor adjustments.  That working capital position will be determined from a set of completion accounts that will be agreed following Completion.  To the extent that PPL's negative working capital position at Completion is less than £1 million, the difference will be paid by the Purchaser to PHL and to the extent that PPL's negative working capital position at Completion is greater than £1 million, the difference will be paid by PHL to the Purchaser.

AIM Rule 15

Following Completion of the Disposal, the Company has ceased to own, control, or conduct all or substantially all its previous trading business, activities or assets and has today become an AIM Rule 15 cash shell. As such, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 (including seeking a re-admission as an investing company (as defined under the AIM Rules)) on or before the date falling six months from Completion and be re-admitted to trading on AIM, either as an investing company under the AIM Rules for Companies (the "AIM Rules") (which requires the raising of at least £6 million) or as an operating company (having completed a transaction that constitutes a reverse takeover, pursuant to AIM Rule 14), failing which the Company's ordinary shares would then be suspended from trading on AIM pursuant to AIM Rule 40.

Accordingly, the Company will evaluate opportunities in the sectors the directors consider appropriate, seeking to identify one or more projects or assets which the Company can acquire, which would constitute a reverse takeover under AIM Rule 14. The directors will use the initial consideration received in respect of the Disposal  to fund the costs of pursuing a reverse takeover under AIM Rule 14 and provide ongoing working capital for the Company.

Any reverse takeover transaction will require the publication of an AIM Rules compliant admission document and will be subject to shareholder approval at a further general meeting of the Company to be convened at the appropriate time.

Name Change

The Company also announces that the Name Change to Partway Group Plc has now occurred.  The change of name will take effect on the AIM market of the London Stock Exchange from 8.00 a.m. on 11 December 2023.

The Company's TIDM, ISIN and SEDOL numbers will remain unchanged.

Shareholders are unaffected by the changes and existing share certificates will remain valid and should be retained.

AIM Rule 26 Website Change

The Company also announces that its investor relations website information is now to be hosted at: www.partway.net. The Company's AIM Rule 26 disclosure can be found at www.partway.net/aim-rule-26/.

Unless otherwise defined, terms used in this announcement have the defined meaning given to them in the circular sent to shareholders, dated 21 November 2023.

Contacts
Parity Group plc	Tel: + 44 (0) 20 8171 1729
Mark Braund, Executive Chairman	www.parity.net
Mike Johns, Chief Financial Officer
Allenby Capital Limited (Nominated Adviser and Broker)	Tel: [phone]
David Hart / Dan Dearden-Williams (Corporate Finance)
Tony Quirke (Sales and Corporate Broking)

 

END