In The Style shareholders narrowly approve sale

Shareholders of Salford-based fashion firm In The Style have narrowly approved a resolution at a general meeting to sell its only operating subsidiary In The Style Fashion Limited (ITSFL) for £1.2 million to private family office Baaj Capital LLP.

However, the company said a resolution to delist the firm’s shares from AIM did not pass.

In The Style shares are now down 99% for the past 12 months.

The deal includes pre-conditions that In The Style founder Adam Frisby takes an equity position in ITS Holdings 2023 Limited, a newly established company formed for the sale, equivalent to his current holding in the company, and that he becomes CEO of ITSFL on completion of the sale.

The company proposes to change its name to Itsum plc.

On Friday, In The Style said the sale resolution was supported by 58.92% of votes at the general meeting, with 41.08% against.

The company said in a stock exchange statement: “In The Style Group plc … announces that, following the General Meeting held earlier today, the Sale Resolution was duly passed by shareholders on a poll.

“It is therefore expected that Completion of the Sale will occur on 27 March 2023.

“The Cancellation Resolution did not pass. Accordingly, admission of the company’s ordinary shares to trading on AIM will not be cancelled on 5 April 2023.

“As set out in the Circular, the company intends, as soon as practicable, to implement a members voluntary liquidation (MVL) of the company in order to distribute the net proceeds of the sale received by it.

“However, while these net proceeds are expected to be approximately £500,000, the company will need to deduct the additional costs and expenses associated with the MVL, as well as the general administrative costs of now having to remain an AIM-quoted company, before the distribution of any residual value can be made to shareholders.

“On completion, the company will become an AIM Rule 15 cash shell, with no operating business.

“As the company does not intend to enter into a Rule 14 Transaction, the company’s ordinary shares would be suspended from trading on AIM six months after completion (expected to be 27 September 2023), pursuant to Rule 40 of the AIM Rules, if the MVL has not been concluded by that date.

“Admission to trading on AIM would be cancelled six months from the date of suspension.”