Regulatory Story
Company Cellcast plc
Headline Stmnt re Share Price and director declaration
Released 12:27 01-Jul-2019
Number 0509E12

RNS Number : 0509E
Cellcast plc
01 July 2019

1 July 2019

Cellcast plc

("Cellcast" or the "Company")


Statement re share price movement and Director declaration


The Board of Cellcast plc (AIM: CLTV) notes the increase in the Company's share price and provides the following update.


The Company announced in its annual results for the year ended 31 December 2018 that, as a result of the gradual decline in the Company's core business, the Board has been reviewing the prospects for the Company going forward. The Board is of the view, having explored a number of options, that the most appropriate course of action for the Company would be to dispose of the Company's operating business, Cellcast UK Ltd ("Cellcast UK"), to certain members of the executive management team (the "Proposed Purchasers") and seek an acquisition of a new business via a reverse takeover.  The disposal of Cellcast UK would constitute a fundamental change of business under the AIM Rules for Companies and be subject to the approval of an ordinary resolution by shareholders at a general meeting of the Company. 


Based on the discussions between the independent directors of the Company and Proposed Purchasers to date and in light of the current trading in the Company, the current proposals under consideration are for the disposal to be effected at a valuation that is below the market capitalisation of the Company as at the close of business last Friday.


It is important to note that no terms have been agreed at this stage and there can be no guarantee that the discussions will lead to a firm offer from the Proposed Purchasers. Further updates will be provided in due course.


Director declaration


The Company also announces, in accordance with Rule 17 and paragraph (g), Schedule Two of the AIM Rules for Companies, that the announcement of 4 July 2017 regarding the appointment of Craig Gardiner as CEO of Cellcast inadvertently omitted that Craig Gardiner was at that time a director of Com & Tel (UK) Limited ("Com & Tel").


Craig Gardiner owns the share capital of Com & Tel on trust for Cellcast UK.  Com & Tel holds a Phone-paid Services Authority (PSA) Live licence, and pays, on behalf of Cellcast UK, the costs of this licence. Com & Tel also rents a property in Milton Keynes for use by Cellcast and an agreement with a media agency used by the Company. Com & Tel is reimbursed in full by Cellcast UK for all of the costs it incurs on behalf of the Company and these costs have been consolidated into the Company's historic accounts. These arrangements were put into place in 2012 and are consistent with the operational processes that the Company has adopted in the past in the markets it operates in.


Neither Com & Tel nor Craig Gardiner receives any financial or non-financial benefit from these arrangements.


For further information:


Cellcast plc

Craig Gardiner, CEO

Tel: +44 (0) 203 376 9420

Allenby Capital Limited (Nominated Adviser)

Nick Naylor/James Reeve

Tel: +44 (0) 20 3328 5656



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