Guardia Plc
LSE : GDAP

August 20, 2013 04:49 ET

Cancellation of trading facility, appointment of director, new investment strategy, and reconvening of annual general meeting

Announcement text for Guardia plc


19 August 2013
                                          Guardia plc ("Company")
                                                     
  Cancellation of trading facility, appointment of director, new investment strategy, and reconvening of
                                          annual general meeting
                                                     
The Company announces that it is today posting to shareholders a circular re-convening the annual general
meeting ("AGM") of the Company, with revised accounts for the financial period ended 31 December 2012.  The
AGM is to be held at 9.30 a.m. on 18 September 2013 at the The Saddleworth Hotel Huddersfield Road, Delph,
Saddleworth, Oldham, OL3 5LX

As  previously  announced, the Company proposes to withdraw its securities from  the  ISDX  Growth  Market,
subject  to  the approval of shareholders at the AGM.  Concurrently, the position of the Company  has  been
reviewed.   The  Company has reviewed a number of potential projects aligned with the  Company's  investing
policy,  but  has  made no investment to date.  It has become apparent that the Company  does  not  possess
sufficient  financial resources to secure significant projects.  At the same time, the costs of maintaining
the  trading  facility  on the ISDX Growth Market have amounted to approximately  £60,000  per  year.   The
Company  has  remaining  cash  resources of approximately £180,000, and does  not  consider  the  costs  of
maintaining a trading facility for its ordinary shares on the ISDX Growth Market to be justified.   Trading
in  the  Company's Ordinary Shares remains suspended.  The Company considers that it would be in  the  best
interests of shareholders to leave the ISDX Growth Market and to pursue smaller investment opportunities.

As  previously  announced, three of the Company's four Directors resigned with effect from  22  July  2013.
Sergio  Pani  is the sole remaining director for the time being and is, under the Articles of  Association,
obliged  either to appoint a further director or convene a general meeting for that purpose.   Andrew  John
Alec  Flitcroft has agreed to join the Board, and a resolution for his appointment will be proposed at  the
AGM.

It  is proposed that the Company's investment strategy should be changed and that it should be to invest in
and assist small but profitable business that are (i) looking to expand, (ii) possess limited cash flow and
management resources, and (iii) require relatively small investments of funds in order to grow.

As  a  result of these changes, the notice of the AGM has been changed, to include a resolution to  approve
the cancellation of the Company's trading facility on the ISDX Growth Market and to approve the appointment
of Andrew Flitcroft as a Director.  Resolutions for the reappointment of those Directors who have resigned,
have been withdrawn.

Withdrawal from the ISDX Growth Market

Cancellation  of  the trading facility will reduce the liquidity and marketability of the Ordinary  Shares,
reducing  the  value of the Ordinary Shares and making it more difficult for shareholders to realise  their
investment.   There  will  be no market on which shareholders could trade their Ordinary  Shares,  and  the
Company will no longer be required to comply with the ISDX Rules.  It is not currently proposed to make any
alternative arrangements for dealings in the Company's securities.

The  Company  will  continue to be run as it has been run to date, and shareholders  will  continue  to  be
notified of financial results and other major developments at the Company.

Board

Following Board discussions as to the future of the Company, three of the Company's four Directors resigned
with effect from 22 July 2013.  Sergio Pani is the sole remaining director for the time being and is, under
the  Articles of Association, obliged either to appoint a further director or convene a general meeting for
that purpose.

Andrew John Alec Flitcroft has agreed to join the Board as a non-executive director with responsibility for
the financial function, and a resolution for his appointment will be proposed at the AGM.  Andrew, aged 48,
holds an honours degree in Accounting and Finance and is a Fellow of The Institute of Chartered Accountants
in  England and Wales.  After qualifying in 1992 Andrew worked in private practice until 1999.  Since  then
he  has held senior finance roles in companies in the technology, internet and service sectors.  Andrew has
experience as a consultant and director to private and listed companies on both the ISDX Growth Market  and
AIM.   He  has  a  broad range of experience in general finance together with the accounting and  reporting
functions for private and listed enterprises.

Save  as disclosed in the notes below, there are no disclosures to be made in accordance with paragraph  21
of Appendix 1 to the ISDX Rules.

Investment strategy

It is proposed that the Company's investment strategy should be changed, and that it should be:

            To  invest  in  and assist small but profitable business that are (i) looking to  expand,  (ii)
            possess  limited  cash  flow  and  management resources, and  (iii)  require  relatively  small
            investments  of  funds  in  order to grow.  The Company would invest its  own  funds  alongside
            investments  and/or loans from third parties to provide the required capital for the  operating
            business.   The  Company  would seek an interest in the equity or a convertible  loan  note  in
            return for securing the capital requirement.

A resolution will be proposed at the AGM to approve the new strategy.

Restated accounts for the financial period ended 31 December 2012

The accounts have been restated, following a review of certain matters by the auditors.  As set out in note
13  to  the restated accounts, monies initially thought to have been received by the Company in respect  of
certain  share issues had not actually been received by the balance sheet date.  This was due to errors  in
the  original  accounting records maintained by the Company in the period.  Due to the material  nature  of
this  amount,  it  was considered appropriate to revise the financial statements to show  these  monies  as
unpaid  share capital as at 31 December 2012.  Since the balance sheet date, the subscription  monies  have
been received by the Company.

The  Company has received confirmation from shareholders representing approximately 86.4% of the  Company's
issued Ordinary Shares, that they intend to vote in favour of all the resolutions to be put at the AGM.

A  copy  of  the  circular  and  the revised accounts will be available for  inspection  at  the  Company's
registered office, James House, 312 Ripponden Road, Oldham OL4 2NY.

The Director of the Company accepts responsibility for the contents of this announcement.

                                                   Ends

Enquiries:
Sergio Pani
Tel: 0845 345 2705

Notes:

Mr Flitcroft is currently or has within the previous five years been a director of the following companies:

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