TIDMUHS
RNS Number : 0256A
Umuthi Healthcare Solutions PLC
28 January 2022
28 January 2022
Umuthi Healthcare Solutions PLC
(the "Company")
Further update on the suspension of trading, trading and going
concern update and Board change
Temporary Suspension of Trading
The Board of Directors of Umuthi wishes to provide shareholders
with a further update regarding the temporary suspension from
trading in the Company's Ordinary Shares on the Standard Listing
segment of the Official List of the UK Listing Authority ("Standard
List").
As announced on 10 June 2021, the FCA temporarily suspended
trading in the Company's shares as a result of its concerns
regarding some Company shareholders ("Shareholders") who were
involved in a share exchange agreement prior to the Company's
Admission to trading on the Standard List, not being able to trade
all of their shares. This was due, in some instances, to share
trading accounts not having been fully activated.
The Board of Directors has recently been informed of additional
Shareholder concerns as regards external share exchange agreements
entered into prior to the Company's listing. The Board of the
Company has obtained legal advice on the issues raised by
shareholders and will shortly be discussing its conclusions with
interested parties, including the FCA. Based on the legal advice
obtained, the Board is of the view that the concerns raised, relate
to third party over-the-counter share transactions between private
individuals and do not involve the Company or its Directors.
The Board of Directors announce that a Company director, Mr.
Gert Viljoen, was detained in the Republic of South Africa and the
charges were withdrawn against Viljoen on 1 December 2021 by the
State, as it involved transactions over which the Company and Mr.
Viljoen had no control or involvement in South Africa.
Forensic Investigation of the Suspension of Trading
It is confirmed that the "Umuthi Action Group" members mandated
a certain self-appointed "Anthony Morris" to act as "the Mandated
Representative of the Majority Shareholders", which in fact is
incorrect. Umuthi and its Board have neither mandated the
self-appointed Mr. Anthony Morris, nor acknowledge or condone the
so-called rogue "organisation" and the shares "Morris" claims to
exist in Umuthi, which are categorised as follows:
The first category being participants that are satisfied with
their allocation in accordance with the share register, but who are
aggrieved by the fact that trade in the Company's shares has been
suspended on the LSE. The second, being participants who are
dissatisfied with their allocation in accordance with the share
register and who are additionally aggrieved by the suspension of
trade in the Company's shares on the LSE. Finally, there appears to
be a category of participants who do not have an allocation of
shares at all, but for some reason feel entitled to same.
It is the stance of the Company that participants that fall
within the third category are not shareholders and have no valid
claim to be registered as such. The Company appreciates that this
does not detract from potential damages claim(s) those participants
have against the individuals with whom they transacted or
institutions they feel failed them. These claims are not dependent
upon those individuals having shares in the Company. It is the
Company's considered view that no claim against the Company would
succeed as the transactions occurred outside the Company's
involvement and the individuals concerned, whether purported buyers
or sellers acted personally and without the Company's knowledge in
South Africa and nor the United Kingdom.
The position of the second category of participant is similar,
insofar as they are dissatisfied with their shareholding. The
information presented to the Company regarding the shareholding was
acted upon in good faith by the Company and the respective
shareholding registered accordingly. Whilst there may be claims
against the individuals with whom these participants transacted
that misrepresented the number of shares that would be acquired, it
is the Company's considered view that no claim against the Company
would succeed as the individuals concerned, whether purported
buyers or sellers, acted personally and without the Company's
knowledge and that there is accordingly no entitlement to
additional shares.
The participants in the first category are, in the Company's
considered view, acting against their own interests as well as
against those of the Company. This first category are a
minority.
The deliberate and premeditated salacious slandering of the
Company and its Board in an endeavour to scupper a viable listing
in the United Kingdom, has caused immense damage to both Umuthi and
to individual bona fide shareholders and investors. Shareholders
lending their support to Morris inaccurate and slanderous missives,
addressed to all and sundry together with his other unlawful and
defamatory actions, are party to their continued deprivation of the
benefits of shareholding in Umuthi. Associating themselves with
Morris actions, they also incur significant risk of joint liability
for the damage caused, once the claims are instituted for the
unlawful and deliberate attempt to derail the listing. Both
criminal and civil litigation will follow against these
individuals.
We would therefore urge all participants in Umuthi Action Group
to abandon their participation before the situation becomes
irreversible.
Financial statements
The Annual Report and Accounts of LEMS and Umuthi Healthcare
Solutions (Holding Company) are in the process of being finalised
and will be released as soon as practicable.
Management
The Company is currently undergoing a management restructuring
and is working on its business plan which will establish the
strategy for future operations. Taking into consideration the
prolonged COVID pandemic and the impact of suspension of trading
the Umuthi business plan requires amendment.
Going Concern
Management is in final stages of securing financing from
shareholders and remain confident of the viability of the Company
with their continued support.
The Board of Directors would like to highlight that as a result,
uncertainty exists that may cast significant doubt on the Company's
ability to continue as a going concern without shareholders
continued support.
Directorate change
Mr. Colin Bloom resigned as Non-Executive Director of Umuthi
Healthcare Solutions prior to release of the forensic report giving
the Company an opportunity to seek a candidate based in the UK and
continue with its investigation launched in 2021. The Board of
Directors is currently seeking a suitably experienced UK based
replacement to take the restructured business forward upon
restoration of the listing. The Company will approach Mr. Bloom
again based on the positive outcome of the forensic report for his
services as Non-Executive of Umuthi Healthcare Solutions.
The Directors accept responsibility for this announcement.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU No. 596/2014) AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
Enquiries:
Umuthi Healthcare Solutions Plc
Chief Executive Officer
Gert Viljoen +27 83 276 4317
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END
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