OTAQ Plc Announces Delisting Plans and Corporate Changes

OTAQ Plc Plans to Delist from AQSE Growth Market

OTAQ Plc (AQSE: OTAQ), a technology company catering to the aquaculture and offshore sectors, has embarked on a significant transformation. The company has declared its intention to cease trading of its ordinary shares on the AQSE Growth Market, pending approval from its shareholders. As part of this strategic move, OTAQ aims to transition into a private limited company, thereby adopting new articles of association.

Board's Evaluation of Public Listing

The board of OTAQ conducted an in-depth examination of the advantages and disadvantages surrounding its public listing. After careful consideration, they concluded that the limitations associated with remaining public— such as low liquidity, share price fluctuations, and excessive costs coupled with regulatory burdens—far outweigh the potential benefits. This decision, the board believes, serves the best interests of the company and its shareholders.

Upcoming Shareholder Meeting

A general meeting is set for shareholders to convene and vote on the proposed delisting and transition to a private entity. This meeting is scheduled to take place at The Barracks, White Cross, Lancaster. For the resolution to be enacted, a minimum of 75% approval from the votes cast is required from the shareholders. This ensures that the decision has broad support from the ownership base of OTAQ.

Convertible Loan Notes and Shareholder Support

In addition to the delisting plans, OTAQ has recently modified its Convertible Loan Note Instrument established earlier with a principal amount of £1.79 million. Remarkably, more than 75% of the note holders have consented to waive an event of default triggered by this delisting proposal. However, this waiver comes with a condition: OTAQ must sell its Sealfence acoustic deterrent system inventory to facilitate the repayment of the loan notes. The new terms grant OTAQ the ability to utilize up to 75% of the proceeds from these sales to address the outstanding notes and any accrued interest.

Support from Directors and Shareholders

As part of the planning, OTAQ has secured solid backing in the form of irrevocable commitments from its directors, their connected parties, and several shareholders. This support represents around 45.8% of the company's issued share capital, indicating a strong consensus in favor of this significant corporate shift. The commitment enhances the chances of the proposed resolutions passing at the upcoming meeting.

Long-term Corporate Strategy

OTAQ has made public its announcement and the necessary documents for shareholders to review on its website. This proposed delisting forms part of OTAQ’s broader strategic evaluation—aimed at optimizing its corporate structure for sustainable, long-term success. This approach may potentially include a future listing on an alternative exchange that better aligns with the company’s requirements for capital and liquidity.

Commitment to Shareholder Communication

In these times of change, OTAQ is committed to transparent communication with its shareholders. The company values the input of its investors and aims to keep them informed every step of the way. The decision to delist has been made not only with the company's operational health in mind but also with respect for long-term shareholder value.

Frequently Asked Questions

What prompted OTAQ Plc to consider delisting?

OTAQ Plc decided to consider delisting due to factors such as limited liquidity and high regulatory costs, which the board believes outweigh the benefits of remaining publicly listed.

When is the shareholder meeting for the delisting proposal?

The shareholder meeting is scheduled to take place at The Barracks, White Cross, Lancaster, on December 10, 2024.

What is the required shareholder approval percentage for the delisting?

A minimum of 75% approval from the votes cast by shareholders is required for the delisting to proceed.

How has OTAQ addressed its Convertible Loan Notes?

OTAQ has amended its Convertible Loan Note terms, allowing note holders to waive defaults related to the delisting, contingent on selling inventory to repay the notes.

What does OTAQ Plc aim to achieve by becoming a private company?

By becoming a private company, OTAQ Plc aims to enhance its operational focus, reduce costs, and streamline its corporate structure for long-term success.

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