Update Regarding Return of Cash and Suspension of Trading on AIM and ESM
In its interim results announcement on 27 September 2017, the board of zamano confirmed that it had
commenced the process required for the Company to be in a position to commence returning cash to
shareholders and that such process was expected to take up to six months. That Board also announced
that, whilst that process is ongoing, it would continue to examine possible investment opportunities
provided that any material or significant investment opportunity will be conditional on Shareholder
approval in due course. Both of these processes are ongoing as outlined below and the Board expects
to be in a position to provide a detailed timetable for the return of cash to shareholders by 29 March
2018.
Update Regarding Return of Cash
Since 27 September 2017, the Board, in conjunction with the Company’s legal, accounting and other
advisers has continued the process of preparing the Company to be in a position to return the largest
possible amount of cash to shareholders and to minimise the amount of cash, if any, that would be
required to be retained to meet any unknown liabilities that could arise on a liquidation of the group.
Whilst this process has been ongoing the Board has also received a number of proposals regarding
possible investment opportunities that would involve a retention of the Company’s listing. The Board
did not consider the majority of such approaches to be in the best interest of Shareholders; however,
discussions are ongoing regarding certain proposals. These discussions remain at a relatively early
stage and, as such, the Board is not yet in a position to determine if any of these proposals would be in
the best interest of Shareholders and there is therefore no certainty that any transaction will be agreed.
In addition, as part of its ongoing discussions the Board has stipulated that any such transaction would
need to be conditional upon the Company’s shareholders being offered an opportunity to elect to
receive a return of cash equivalent to the amount that would be returned in the event that the
Company did not pursue the transaction.
Cash Position
In the circular to shareholders dated 13 August 2017 it was stated that zamano’s net cash position after
disposing of the Premium Rate SMS business would be approximately €5,582,000 which would be
used in part to discharge the Company’s existing Plc liabilities and transaction costs related to the
disposal of approximately €282,000 resulting in retained cash following the disposal of approximately
€5,300,000. Actual expenses relating to the disposal and the discharge of the plc’s existing liabilities
were approximately €350,000 and the Company had cash balances of approximately €5,232,000 at 30
September 2017. Since completion of the disposal the Board is continuing to operate the Company so
as to ensure the lowest possible cash reduction whilst the return of cash is effected for Shareholders.
The Company currently has ongoing operating costs of approximately €300,000 per annum relating to
listing fees (including AIM Nomad and ESM Adviser fees), rent (until September 2018), directors
fees, audit and other advisory fees (including certain legal costs); and the Company had cash balances
of approximately €5,050,000 as at 31 January 2018.
Suspension of Trading on AIM and ESM
As previously announced, since completion of the disposal on 8 September 2017, the Company is
classified as an AIM Rule 15 cash shell company under the AIM Rules and an investing company under the ESM Rules. The Company’s investing policy, approved by Shareholders at the EGM on 30 August 2017, is to seek to invest in and or acquire companies with either strong existing profitability or significant growth potential, in, inter alia, manufacturing, service activities, or extractive industries/exploration; focusing on the UK and Ireland and the opportunity to work alongside a strong
management team to maximise returns.
Since the Company will not have completed a reverse takeover transaction within a period of six
months following completion of the disposal, the Company’s shares will be suspended on both the
AIM market of the London Stock Exchange and the ESM market of the Irish Stock Exchange. The
suspension will take effect from 7.30am on 9 March 2018 and will continue until the Company
publishes an admission document in relation to any such transaction. In the event that the Company’s
shares remain suspended from trading on AIM and the ESM for a period of six months, the admission
of the Company’s securities to trading on AIM and ESM will be cancelled.
2017 Preliminary Results
The Company expects to announce its preliminary results for the year ended 31 December 2017 by no
later than 29 March 2018. At the same time as these results are announced the Board expects to be in
a position to confirm a definitive timetable to Shareholders for a return of cash along with an update
on the status of discussions regarding the potential transaction proposals.