On 28 October 2022, the FCA published a First Supervisory Notice of cancellation of listing in relation to the ordinary shares of £0.001 each (“Shares”) of Umuthi Healthcare Solutions plc (the “Company").
The FCA discontinued the standard listing of the Shares on the Official List as it was satisfied that there were “special circumstances” which would preclude normal regular dealings in them, as detailed below.
1. The supply of Shares was fundamentally uncertain as the Company could not show that they had been properly issued and allotted to shareholders, calling into question the existence of certain Shares.
2. The Company’s financial position was fundamentally uncertain as it had previously had to correct financial information published in both its Prospectus and Supplementary Prospectus and had failed to publish its year end results and half-yearly financial reports in accordance with its continuing obligations under the DTRs.
3. The FCA was satisfied there was no real prospect of the Company resolving the above issues in the foreseeable future having questioned the Company on multiple occasions on how it proposed to resolve the issues and giving it reasonable time in which to resolve them, to no avail.
4. The FCA had previously suspended the listing, with there only being 2 weeks in which the Shares had not been suspended since their listing.
The Company has referred the FCA’s decision to the Upper Tribunal with a view to having the de-listing overturned.
It is consequently imperative that companies ensure their corporate affairs are in order before applying for their shares to be listed on the Official List.
For advice on corporate due diligence prior to a listing, please contact Joss Alcraft or Mark Archer.