Cellcast to dispose of operating business, become cash shell

Cellcast has entered into a conditional share sale agreement for the disposal of its wholly-owned operating subsidiary Cellcast UK to Com & Tel Media, it announced on Tuesday, for a total cash consideration of £0.38m, plus the contingent right to certain additional consideration.

The AIM-traded firm said Com & Tel Media is 100% owned by Cellcast chief executive officer Craig Gardiner.

It also noted that its chief financial officer Emmanuelle Guicharnaud, and Craig Gardiner, were the two directors of Com & Tel Media.

Finance for the purchase was being provided to the purchaser by SMS Media.

“The disposal constitutes a fundamental change of business under the AIM Rules and is therefore contingent on shareholder approval at a general meeting of the company,” the Cellcast board said in its statement.

It said it had posted a circular to shareholders containing details of the proposed disposal, and a notice of a general meeting containing resolutions to approve the disposal and a change of the company's name

“As the disposal would result in the company divesting of all of its trading business, activities or assets, the company would, following the completion of the disposal, be deemed to become an AIM rule 15 cash shell under the AIM Rules,” the board explained.

“As such, the company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM rule 14 on or before the date falling six months from completion of the disposal, or be re-admitted to trading on AIM as an investing company under AIM rule 8, which requires the raising of at least £6m in cash via an equity fundraising on, or immediately before, re-admission.”

Failing that, the firm’s ordinary shares would be suspended from trading on AIM under AIM rule 40.

Admission to trading on AIM would be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified under AIM rule 41.

“As an AIM rule 15 cash shell, the company would also have no operating cash flow and would be dependent on its retained cash balances for its working capital requirements.”

Cellcast said that, subject to shareholder approval at the general meeting, it was proposing to change its name to Vintana as part of the process.

Also - conditional on the passing of the resolutions - on completion of the disposal, Craig Gardiner, Emmanuelle Guicharnaud and Bertrand Folliet would resign as directors of the company.

The firm said the general meeting would be held at 1100 BST on 6 September in London.