In The Style Group plc together with its subsidiary undertakings has announced the completion of its strategic review and the conditional agreement to sell its only operating subsidiary, In The Style Fashion Limited (“ITSFL”), for a total cash consideration of £1.2 million. This follows its announcement in December last year of the commencement of the review which it said at the time could result in a sale of all or part of the company.
Having floated on AIM in March 2021, the business had a market value of £105m but since then its share price has plummeted by 95 per cent.
The Company, however, received a deliverable offer for ITSFL from Baaj Capital LLP (“Baaj”), a UK-based, private family office. This offer included a pre-condition that Adam Frisby agreed to take an equity position in ITS Holdings 2023 Limited (“Bidco”), a newly established company formed for the purposes of the Sale, equivalent to his current holding in the Company and to also become Chief Executive Officer of ITSFL on completion of the Sale (“Completion”).
Considering, amongst other factors, the comprehensive review of options undertaken as part of the Strategic Review, the Company’s near-term trading environment, its current liquidity position and Baaj’s scale and extensive sector expertise, the Directors other than Adam Frisby (the “Independent Directors”) have unanimously concluded that it is in the best interests of the Company, its Shareholders and other stakeholders to sell ITSFL to Bidco.
The Independent Directors, therefore, intend to recommend that Shareholders approve the Sale for a total cash consideration of £1.2 million, which is payable on Completion. Each of Nancy Cruickshank, Adam Bellamy and Matthew Scaife, non-executive directors of the Company, will also step down from the Board on Completion without pay in lieu of notice.
The Company proposes to change its name to Itsum plc on Completion to avoid any confusion with the “In The Style” brand and to reflect the Company becoming a cash shell for the purposes of Rule 15 of the AIM Rules for Companies (the “AIM Rules”).
In addition, the Company is seeking the approval of Shareholders to cancel the admission of the issued ordinary shares of £0.0025 each in the capital of the Company (“Ordinary Shares”) to trading on the AIM market of London Stock Exchange plc (“AIM”) following Completion (the “Cancellation”).
Jim Sharp, Chair of In The Style, commented: “Following a thorough review of different strategic options with our advisers and interactions with numerous parties, the Independent Directors have unanimously concluded that it is in the best interests of the Company, its Shareholders and its stakeholders to sell In The Style Fashion Limited to Bidco.
“The Independent Directors, therefore, believe that under the new ownership structure – with Adam’s continued leadership and Baaj’s backing – the In The Style brand can continue to build on its potential whilst protecting the interests of the Group’s employees, suppliers and other stakeholders.”