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Omni Egis Plc (OMNI)

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Tuesday 26 October, 2021

Omni Egis Plc

Notice of GM and Proposed AQSE De-listing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. 

This announcement does not constitute a prospectus or offering memorandum or an offer in relation to any securities of Omni Egis Plc or of any other entity and should not be considered as a recommendation that any person should subscribe for or purchase any such securities. 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

26 October 2021

Omni Egis Plc
(“Omni Egis” or the “Company”)

NOTICE OF GENERAL AND BONDHOLDERS’ MEETINGS

PROPOSAL TO SEEK CANCELLATION OF TRADING ON AQSE

The Board of the Company has considered the best way to raise capital and provide financial stability to the business and finds that the continued listing of the Ordinary Shares (“Ordinary Shares”), the 7% Secured Bond (“Bond”) and the Green Finance Preference Shares, which consist of a financial instrument that combines loan notes with denomination of £0.99 with preference shares of £0.01 (“Preference Shares”) (together the “Securities”) incur significant cost while presenting an obstacle to potential sources of funding.  The market capitalisation of the Company is currently less than its cash and liquid resources.  The Board remains supportive of the AQSE market but recognises that it is not commercial for the Company to raise funds at the current share price. Therefore, the Company announces that it has given notice to the holders of the Securities to convene an Ordinary Shareholder General Meeting, a Bondholder Meeting and a Preference Shareholder General Meeting (together the “Meetings”), which will be held respectively at 10am, 10.30am and 11am on Thursday, 18 November 2021 at 72 Charlotte Street, London, W1T 4QQ. The Meetings will include a resolution to authorise the directors to withdraw the Securities from trading on AQSE. Please refer to the respective Notices (“Notices”) for further details.

On 2 August 2021 the Company's listing was suspended as it was unable to supply audited accounts for the year ended 31 December 2020 within the timescale required by the AQSE Rules.  This was caused by delays in auditing the operations in Australia where Covid-19 resulted in hard lockdown restrictions which continue in place.  The Company’s audited accounts are expected to be finalised and sent to shareholders shortly.

The Company has now convened the Meetings to approve Resolution no.1 as set out in the Notices (the “Resolution”). The Resolution will be put to holders of each class of the Securities to decide whether or not the directors are authorised to seek to withdrawal of the Securities from trading on AQSE (“Delisting”).

Based on extensive and careful consideration, including consulting with the Company's legal advisers, the Board has concluded that it is in the best interest of all stakeholders to proceed with the Delisting as the cost of maintaining the systems, procedures, staff and advisers to comply with listed companies’ requirements is not the optimal use of the Company's financial resources. The Board believes that savings in excess of £200,000 per annum can be achieved and can be more usefully applied to business facing activities aimed at generating income and providing more cash headroom.

If the Resolutions are passed, then following the Delisting, the Securities will no longer be traded on AQSE as set out in the timetable below. As a result, holders of Securities will not be able to trade their Securities on AQSE and, consequently, the opportunity for holders of Securities to sell their Securities will be limited and there will be no public valuation of the Securities. Following the Delisting, holders of the Securities will continue to be entitled to transfer their Securities in accordance with the requirements of the Articles and English law.  The Securities will continue to be settled through CREST, or shareholders and bondholders can request they be converted into certificated form. The Board is making arrangements to allow for holders of the Securities who wish to buy and sell Securities following the Delisting to be able to trade through a matched bargain facility provided by a third-party provider. The Board intends to write to the holders of the Securities setting out details of the matching facility once the Delisting becomes effective.

Following the Delisting, the Company will no longer be subject to the regulatory and statutory regime which applies to companies admitted to AQSE.  As a result, holders of the Securities will no longer be afforded the protection given by the AQSE Rules and the Disclosure Guidance and Transparency Rules and the Company will no longer be subject to the Market Abuse Regulation.  The City Code on Takeovers and Mergers will continue to apply to the Company and its shareholders following the Delisting.

Copies of the Notices and Proxy Form are available to view on the Company's website at https://omni-plc.com/circulars-notices/.

Expected timetable of principal events

Event Date
1.  Announcement and publication of the Circular 26 October 2021
2.  Latest time and date for receipt of proxy appointments (whether online, via CREST Proxy Instruction or by hard copy form of proxy) in respect of the Meetings 16 November 2021
10.00am (Ordinary Shares), 10.30am (Bonds) and 11.00am (Preference Shares)
3.  Record time and date for entitlement to vote at the Meetings 16 November 2021
6.00 pm
4.  Meetings 18 November 2021
10.00am (Ordinary Shares), 10.30am (Bonds) and 11.00am (Preference Shares)
5.  Cancellation of the listing of the Securities from the AQSE Growth Exchange and publication of announcement 24 November 2021

About Omni Egis 

Omni Egis Plc provides debt financing solutions for small to medium-sized businesses primarily through its supply chain finance and invoice purchasing activities. The Company also invests in a range of secured and unsecured debt instruments in private and public companies.

The Company’s website is https://omni-plc.com

For further corporate information, please contact: 

Mr. Brian Stockbridge
CEO
Omni Egis Plc
Tel: + 44 (0) 7876 888 011 

Aquis Corporate Advisor
Beaumont Cornish Limited
James Biddle / Roland Cornish
Tel: +44(0)20 7628 3396 


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