Applied Graphene Materials Plc (APGMF)

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Regulatory News pertaining to Universal Matter’s proposed acquisition of Applied Graphene Materials

21 February 2023

Applied Graphene Materials plc

("Applied Graphene Materials", the "Company" or the "Group")

Proposed Sale of Shares in the Company’s Main Operating Subsidiaries and Proposed De-Listing of the Company’s Ordinary Shares

Further to the announcement on 13 January 2023, the Board announces that the Company has agreed binding terms with Universal Matter UK Limited, a wholly owned subsidiary of Universal Matter Inc., (“Universal Matter” or the “Buyer”) to sell the entirety of its shares in Applied Graphene Materials UK Limited (“AGM UK”) and Applied Graphene Materials LLC (“AGM US”), the Company’s main operating subsidiaries (together, the “Subsidiaries”), for a total consideration of US$1.3m (“Consideration”), payable in cash by completion (the “Transaction” or “Disposal”).

Introduction

The Transaction constitutes a disposal resulting in a fundamental change of business under the AIM Rules and is therefore conditional on, inter alia, shareholder approval and National Security and Investment Act 2021 (“NSIA”) approval pursuant to a mandatory notification to be made by the Buyer shortly after the date of this announcement.

A general meeting of the Company’s shareholders will be convened ( “General Meeting”) and a circular sent out to shareholders in due course (the “Circular”). The Company will also put a resolution to shareholders to de-list the Company’s ordinary shares to trading on AIM and convert from a public limited company to a private limited company (the proposed “De-Listing”).

The Circular will set out further reasons why the board believes the Transaction and the De-Listing are in shareholders' best interests.

[....]

Proposed De-Listing

The Directors have for some time been reviewing the merits or otherwise of the Company’s ordinary shares continuing to be admitted to trading on AIM and remaining a public limited company in the UK. The following key factors have been taken into account by the Directors in reaching the conclusion that, assuming completion of the Disposal, the De-Listing is in the best interests of the Company and its Shareholders as a whole:

following completion of the Disposal, there will be negligible assets remaining within the Group which would not justify the costs associated with remaining as a listed business; and
as a cash shell, the Directors believe that the Company would not be of sufficient scale to attract any interest from institutional and other investors and would consequently suffer from a lack of liquidity in its ordinary shares.

[....]

Source:
https://www.universalmatter.com/news/regulatory-news-pertaining-to-universal-matters-proposed-acquisition-of-applied-graphene-materials/

Marker:
APGMF
$0.075 -0.01 (-11.76%)
Volume: 1,100

*This is the end of APG but not the technology. UMI is advancing on the progression of commercial quantities of Graphene.
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