Announcement • Sep 24
Cambria Africa Proposes Cancellation of Admission of its Ordinary Shares to Trading on AIM, Effective at 7.00 A.M. on 22 October 2024 Further to the announcement on 27 August 2024, Cambria Africa Plc, on September 23, 2024 announced that a circular (the ‘Circular’) will be sent to Shareholders later on September 23, 2024 detailing the following Resolutions to be considered at a General Meeting scheduled for 3.00 p.m. 10 October 2024: Resolution 1- Cancellation of the admission of the Company's Shares to trading on AIM: The Company is seeking Shareholder' approval for the cancellation of the admission of its Ordinary Shares to trading on AIM. This letter sets out the background and reasons for the proposed Cancellation. The Board has undertaken a review of the Company`s position and future prospects including the benefits and drawbacks to the Company retaining its admission on AIM. The Board has concluded that Cancellation is in the best interests of the Company and its Shareholders as a whole. As set out below, irrespective of whether Shareholders vote in favour or against Resolution 1, there is the risk that the Company's Ordinary Shares will have its admission to trading on AIM cancelled as a result of either: (a) the Company's failure to publish its Results by 7.00 a.m. on 14 October 2024; or (b) the Company ceasing to have a nominated adviser by 7.00 a.m. on 14 November 2024. and such cancellation will take place on those respective dates, should the admission of the Company's trading on AIM not have been cancelled prior to these dates. Furthermore should the Company at any point notify that it cannot meet the extended deadline of 7.00 a.m. on 14 October 2024 to publish its results it will be cancelled with immediate effect. Cambria has been suspended since 1 March 2024 and remains suspended for failure to release its audited results for fiscal year ended 31 August 2023 and interim results for the six-month period ended 29 February 2024 (together, the ‘Results’). On 27 August 2024, the Company announced that it expected to publish its Results on or around 30 September 2024, Following further discussions with the Company's auditors, the Directors now expects that the Results will be published in the second week of October 2024. There can be no assurance that the Company will publish its Results by 7.00 a.m. on 14 October 2024. If the Company does not publish its Results by 7.00 a.m. on 14 October 2024, the Company's admission to trading on AIM will be cancelled pursuant to AIM Rule 41, with its securities having been suspended for more than six months, regardless of whether Shareholders vote for or against Resolution 1. Accordingly, Resolution 1 seeks Shareholders' approval of the Cancellation. Subject to Resolution 1 being passed and the Company publishing its Results, it is anticipated that trading in the Ordinary Shares on AIM will cease at the close of business on 11 October 2024 with the Cancellation taking effect at 7.00 a.m. on 22 October 2024. New Risk • Sep 15
New major risk - Financial data availability The company's latest financial reports are more than a year old. Last reported fiscal period ended February 2022. This is considered a major risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. In the worst case scenario, it may be facing other major going concern issues jeopardizing its viability as a listed company. Currently, the following risks have been identified for the company: Major Risks Latest financial reports are more than 1 year old (reported February 2022 fiscal period end). Shares are highly illiquid. Board Change • Sep 15
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. No experienced directors. 4 highly experienced directors. CEO & Executive Director Samir Shasha was the last director to join the board, commencing their role in 2015. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model.