MAX MaxRets Ventures Plc

14 February 2025

MaxRets Ventures PLC

("MaxRets" or the "Company")

Posting of Circular and Notice of General Meeting

MaxRets Ventures plc (AQSE: MAX), an investing company focusing on early-stage growth or undervalued later stage businesses with strong upside potential, announces the posting of a circular to all Shareholders, containing a notice of general meeting and form of proxy, seeking shareholder approval for the withdrawal of the Company's ordinary shares of 1p each ("Ordinary Shares") from trading on the Access Segment of the Growth Market of the Aquis Stock Exchange ("AQSE Growth Market") (the "Withdrawal"), and subsequent re-registration of MaxRets as a private company (the "Re-registration") and the adoption of new articles of association (the "New Articles") (together with the Withdrawal and Re-registration and the New Articles, the "Proposals" within the "Circular").

Pursuant to Rule 5.3 of the AQSE Growth Market, an issuer that applies to withdraw its shares from admission, where the issuer has a controlling shareholder, must obtain the approval for the withdrawal resolution from a majority of the votes attaching to the securities of independent shareholders.

The general meeting is due to be held at the offices of Cairn Financial Advisers LLP, at 3^rd Floor, 80 Cheapside, London, EC2V 6EE , at 11:00 a.m. on 4 March 2025 (the "General Meeting").

An extract from the Circular has been included below and the Circular, the Form of Proxy and the proposed New Articles, which have today been posted to shareholders,  will shortly be available on the Company's website https://maxrets.com/..

The Directors of the Company are responsible for the content of this announcement.

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales.

For further information please contact:

Enquiries:

Extract from Circular

Expected Timetable of Principle Events

Director's Letter to Shareholders

Dear Shareholder,

Proposed Withdrawal of Ordinary Shares from trading on AQSE

Re-Registration as a Private Company and Adoption of New Articles

Notice of General Meeting

1.    Introduction

The Directors have, after a period of review, concluded that it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the Withdrawal Resolution and for the Company to be re-registered as a private limited company. In accordance with Rule 5.3 of the AQSE Growth Market Access Rulebook, the Company has notified AQSE of the date of the proposed Withdrawal. As part of the above review, the Directors considered the Company's small capital base, the lack of liquidity in the trading of its Ordinary Shares on the Growth Market of the Aquis Stock Exchange and the Company's limited activities.

The Company is seeking Shareholders' approval for the Withdrawal and Re-registration at the GM, which has been convened for 11.00 a.m. on 4 March 2025 at the offices of Cairn Financial Advisers LLP at 80 Cheapside, 3^rd Floor, EC2V 6EE. If the Withdrawal Resolution is passed at the GM, it is anticipated that the Withdrawal will become effective at 7.00 a.m. on 18 March 2025.

The Withdrawal Resolution is conditional, pursuant to Rule 5.3 of the AQSE Rules, upon the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the GM in respect of the Withdrawal Resolution and, accordingly, the Withdrawal Resolution will be proposed as a special resolution. Under the Companies Act, the Re-registration and the adoption of the New Articles must be approved by not less than 75 per cent. of votes cast by Shareholders at the GM in respect of the Re-registration Resolution and, accordingly, the Re-registration Resolution will also be proposed as a special resolution.

The purpose of this document is to provide information on the background to, and reasons for, the proposed Withdrawal and the Re-registration, to explain the consequences of the Resolutions and provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the GM is set out in Part III of this document.

2.    Background to and reasons for the Withdrawal

The Directors have undertaken a review to evaluate the options available to the Company and the benefits and drawbacks to the Company and its Shareholders of remaining quoted. This review has included, amongst other matters, the public market share trading and valuation volatility of the Company and the increasing costs of maintaining a public listing. There has been limited liquidity in the Ordinary Shares for some time and the Company has not been able to gain traction with UK brokers in order to raise funds.

Following this review, the Directors have concluded that the Withdrawal is in the best interests of the Company and its Shareholders as a whole. Further details of the background to and reasons for the Withdrawal are set out below:

·      there is limited liquidity and trading in the Ordinary Shares and, as a result, the Directors believe that continued Admission no longer sufficiently provides the Company with the advantage of providing wider or more cost-effective access to capital in the medium to longer-term;

·      as a result of the limited liquidity in Ordinary Shares highlighted above, the Admission does not necessarily offer investors the opportunity to trade in meaningful volumes or with frequency within an active market. With low trading volumes, the Company's share price can move up or down significantly following trades of small volumes of Ordinary Shares;

·      the Company has been unable to undertake capital fundraises in the UK, and as such has been unable to implement its acquisition strategy, develop the Company and facilitate the growth of shareholder value; and

·      in the absence of further fundraising, the additional costs of maintain the quoted, including management time and the legal and regulatory burden associated with maintaining the Admission, are disproportionate to the current benefits to the Company.

Following careful consideration, the Directors believe that it is in the best interests of the Company and Shareholders to seek the proposed Withdrawal and Re-registration.

3.    Process for, and principal effects of, the Withdrawal

Pursuant to Rule 5.3 of the AQSE Rules, the Company is required to give at least 20 clear Business Days' notice of Withdrawal. Additionally, Withdrawal will not take effect until at least five clear Business Days have passed following the passing of the Withdrawal Resolution. If the Withdrawal Resolution is passed at the GM, it is proposed that the last day of trading in Ordinary Shares on AQSE will be 17 March 2025 and that the Withdrawal will take effect at 7.00 a.m. on 18 March 2025.

The principal effects of the Withdrawal will be that:

·      there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares through AQSE.

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AQSE will no longer apply;

·      Shareholders will no longer be afforded the protections given by the AQSE Rules, such as the requirement to be notified of certain material developments or events (including substantial transactions, financing transactions, related party transactions and certain acquisitions and disposals) and the separate requirement to seek shareholder approval for certain other corporate events such as reverse takeovers or fundamental changes in the Company's business;

·      Cairn would cease to be the Company's corporate adviser and broker;

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the AQSE Rules or the DTRs;

·      the Company will no longer be subject to UK MAR regulating inside information and other matters;

·      whilst the Company's CREST facility will remain in place immediately post the Withdrawal, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

·      stamp duty will be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer;

·      the Ordinary Shares are likely to be more difficult to trade compared to shares of companies trading on AQSE;

·      in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time; and

·      the Withdrawal and Re-registration may have taxation or other commercial consequences for Shareholders.

Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Shareholders should also be aware that if the Withdrawal and the Re-registration takes place, the Takeover Code will cease to apply to the Company (see below for more details).

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Withdrawal on them.

For the avoidance of doubt, the Company will remain on the register of companies in England & Wales in accordance with, and, subject to, the Companies Act notwithstanding the Withdrawal and the Re-registration.

The Resolutions to be proposed at the GM include the adoption of the New Articles, with effect from the Re-registration. A copy of the New Articles can be viewed at https://maxrets.com/.

4.    The Takeover Code

The Takeover Code (the "Code") applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to [the Company] as its securities are admitted to trading on the AQSE Growth Market, which is a UK MTF.

The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.

Accordingly, if the Withdrawal is approved by Shareholders at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Withdrawal, following which the Code will cease to apply to the Company.

While the Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

(a)   any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30% or more of the voting rights of the company; or

(b)   any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Code, are set out below..

Before voting on the Withdrawal, you may want to take independent professional advice from an appropriate independent financial adviser.

The Code

The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, Shareholders are entitled to the protections afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The Code is based upon a number of General Principles, which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and other matters to which the Code applies. They are applied by the Panel in accordance with their spirit in order to achieve their underlying purpose.

In addition to the General Principles, the Code contains a series of rules. Like the General Principles, the rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a rule in certain circumstances.

A summary of key points regarding the application of the Code to takeovers is set out in the Appendix.

6.    Transactions in the Ordinary Shares prior to and post the proposed Withdrawal

a.     Prior to Withdrawal

Shareholders should note that they are able to trade in the Ordinary Shares on AQSE prior to Withdrawal. Subject to completion of the Withdrawal, Shareholders will hold Ordinary Shares in an unlisted company.

b.    Dealing and settlement arrangements post Withdrawal

In the event that the Withdrawal proceeds, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for Ordinary Shares as from close of business on 17 March 2025, assuming the Withdrawal Resolution is approved on 4 March 2025 at the GM. As such, interests in Ordinary Shares are unlikely thereafter to be readily capable of sale and, where a buyer is identified, it may be difficult to place a fair value on any such sale.

In the event that Shareholders approve the Withdrawal, it is anticipated that the last day of dealings in the Ordinary Shares on the AQSE Growth Market will be 17 March 2025 and that the effective date of the Withdrawal will be 18 March 2025.

Shareholders will continue to be able to hold their shares in uncertificated form (i.e. in CREST) and should check with their existing stockbroker whether they are willing or able to trade in unquoted shares.

7.    Process for the Re-registration

As set out above, following the Withdrawal, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company in accordance with the Companies Act. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of this document.

A copy of the New Articles can be viewed at https://maxrets.com/. Under the Companies Act, the Re-registration and the adoption of the New Articles must be approved by not less than 75 per cent. of votes cast by Shareholders at the GM in respect of the Re-registration Resolution. Accordingly, the Notice of GM set out at the end of this document contains a special resolution to approve the Re-registration and adopt the New Articles.

If the Withdrawal Resolution and the Re-registration Resolution are approved at the GM, an application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will issue the certificate of incorporation on Re-registration when it is satisfied that no valid application can be made to cancel the Re-registration Resolution or that any such application to cancel the Re-registration Resolution has been determined and confirmed by the Court.

If the Resolutions are passed at the GM, it is anticipated that the Re-registration will become effective by 11 April 2025.

8.    Process for Withdrawal

Pursuant to the AQSE Rules, it is a requirement that the Withdrawal must be approved by not less than 75 per cent. of votes cast by Shareholders (whether present in person or by proxy) at the GM in respect of the Withdrawal Resolution. Accordingly, the Notice of GM set out in Part III of this document contains a special resolution to approve the Withdrawal.

Rule 5.3 of the AQSE Rules requires any AQSE company that wishes to have its Admission to the AQSE Growth Market withdrawn to notify shareholders and to separately inform the Aquis Stock Exchange of its preferred Withdrawal date at least 20 Business Days prior to such date. In accordance with Rule 5.3, the Aquis Stock Exchange has been notified of the Company's intention, subject to the Withdrawal Resolution being passed at the GM, to withdraw the Admission effective on 17 March 2025.

Accordingly, if the Withdrawal Resolution is passed, the Withdrawal will become effective at 7.00 a.m. on 18 March 2025. If the Withdrawal becomes effective, Cairn will cease to be corporate adviser to the Company and the Company will no longer be required to comply with the AQSE Rules.

9.    General Meeting

The General Meeting will be held at the offices of Cairn Financial Advisers LLP at 3^rd Floor, 80 Cheapside, EC2V 6EE at 11.00 a.m. on 4 March 2025.

The Withdrawal Resolution to be proposed at the GM is a special resolution to approve the Withdrawal.

Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the GM as a special resolution to re-register the Company as a private limited company and to approve the adoption by the Company of the New Articles.

Resolution 1 to approve the Withdrawal is not conditional on Resolution 2 to approve the Re-registration, but Resolution 2 is conditional on Resolution 1. If Resolution 1 is passed, but Resolution 2 is not, the Company still intends to proceed with the Withdrawal.

10.  Action to be taken in relation to the General Meeting

You can register your vote(s) for the GM either:

·      by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions;

·      by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;

·      in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 7 of the Notes to the Notice of GM below.

In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 11.00 a.m. on 28 February 2025.

The release, publication or distribution of this document and the Form of Proxy in jurisdictions other than the UK may be restricted by laws or regulations and therefore persons into whose possession this document and/or the Form of Proxy come, should inform themselves about, and observe, any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

Before deciding what action to take in respect of the Resolutions, you are advised to read the whole of this document and not merely rely on certain sections of this document. If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

Shareholders are encouraged to appoint the chair of the GM as their proxy with directions as to how to cast their vote on the Resolutions proposed. The appointment of a proxy will not preclude Shareholders from attending, speaking and voting at the GM in person should they so wish.

It is important that as many votes as possible are cast. Whether or not you plan to attend the GM in person, you are encouraged to complete and return your Form of Proxy as soon as possible.

11.  Recommendation

The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole and, therefore, unanimously recommend that you vote in favour of the Resolutions at the General Meeting. The Directors of the Company have confirmed their intention to vote in favour of the Resolutions, and certain major Shareholders have confirmed to the Company their intention to vote in favour of the Resolutions, in respect of their entire beneficial holdings being, in aggregate, 11,060,000 Ordinary Shares, representing approximately 74 per cent. of the Company's existing issued share capital.

Yours faithfully,

Luciano Maranzana

Senior Independent Non-executive Director