Announcement • Nov 20
Leeds Group Proposes to Cancel the Admission of the Ordinary Shares of the Company to Trading on AIM and to Re-Register the Company as A Private Company Leeds Group plc announced that it is proposing to cancel the admission of the Ordinary Shares of the Company to trading on AIM and to re-register the Company as a private company. On 27 March 2024, Leeds Group announced that the sale of Hemmers-Itex Textil Import Export GmbH (''Hemmers''), previously the main operating subsidiary of the Group, had been completed. The cash consideration of £501,000 was based on the net book value of the assets of Hemmers, excluding its three properties, less an agreed discount. The Group retained the three properties, through its subsidiary company Leeds Group Nordhorn Property GmbH (''LG Nordhorn''), and secured an agreement with Hemmers to lease all three of the properties. However, Hemmers has recently given notice on one of the properties, effective 30 November 2024, and this property is now being marketed for rental. Following the sale, Leeds Group was considered to be an AIM Rule 15 cash shell as it no longer had any substantial trading activities. Under the AIM Rules, the Company had six months from the date of sale to either make an acquisition, which would constitute a reverse takeover under Rule 14 of the AIM Rules or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6 million) failing which its shares would then be suspended from trading on AIM pursuant to Rule 40 of the AIM Rules. As previously communicated, the Company has not been able to meet these requirements and therefore the Ordinary Shares were suspended from trading on the AIM market on 30 September 2024. Once suspended, the Ordinary Shares cannot be traded on the AIM market. The Ordinary Shares will be automatically cancelled from admission to the AIM market six months from the date of suspension, should the reason for the suspension not have been rectified. The Directors have, after a period of review, concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the cancellation of the Admission and for the Company to be re-registered as a private limited company. In accordance with Rule 41 of the AIM Rules, the Company has noti?ed the London Stock Exchange of the date of the proposed Cancellation. As part of the above review, the Directors considered the Company's small capital base, the lack of liquidity in the trading of its Ordinary Shares on AIM and its limited activities (being the ownership and rental of three commercial properties in Germany following the completion of the disposal of Hemmers in March 2024). The Company is seeking Shareholders' approval for the Cancellation and Re-registration at an EGM, which has been convened for 11.00 a.m. on 11 December 2024 at the Radisson Blu Hotel, Manchester Airport, M30 3RA. If the Cancellation Resolution is passed at the EGM, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 19 December 2024. The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the EGM in respect of the Cancellation Resolution and, accordingly, the Cancellation Resolution will be proposed as a special resolution. Under the Companies Act, the Re-registration and the adoption of the New Articles must be approved by not less than 75% of votes cast by Shareholders at the EGM in respect of the Re-registration Resolution and, accordingly, the Re-registration Resolution will also be proposed as a special resolution. Announcement • Nov 04
Leeds Group plc Announces Directorate Change Leeds Group plc announced that Mr. Jan G Holmstrom has informed the Board that he will step down after 13 years as Non-executive Chairman and director of the Company following the AGM on 20 November 2024. The Board of Leeds intends to appoint Johan Claesson to take over as Non-executive Chairman in his place. New Risk • Oct 23
New major risk - Revenue size The company makes less than US$1m in revenue. Total revenue: UK£76k (US$99k) This is considered a major risk. Companies with a small amount of revenue are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-UK£129k free cash flow). Earnings have declined by 4.3% per year over the past 5 years. Revenue is less than US$1m (UK£76k revenue, or US$99k). Market cap is less than US$10m (UK£1.71m market cap, or US$2.22m).