REG-Thalassa Holdings Ltd Thalassa Holdings Ltd: Letter re DG Innovate plc ('DGI')

Thalassa HoldingsAnnouncement

30/01/2025 16:15

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   Thalassa Holdings Ltd (THAL)
   Thalassa Holdings Ltd: Letter re DG Innovate plc ('DGI')

   30-Jan-2025 / 16:14 GMT/BST

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   Thalassa Holdings Ltd

    

                                        

                                        

                             Thalassa Holdings Ltd

                     (Reuters: THAL.L, Bloomberg: THAL:LN)

                     ("Thalassa", "THAL" or the "Company")

                                        

                       Letter re DG Innovate plc (‘DGI’)

    

   Thalassa wishes to make public the  following letter sent to the Board  of
   DG Innovate plc (‘DGI’) earlier this week, which sought to engage with DGI
   to explore possible  ways of  delivering value, liquidity  and a  credible
   long-term strategy for  all DGI stakeholders,  including, but not  limited
   to, making  an  offer  to purchase  DGI’s  operating  subsidiaries  and/or
   assets. Thalassa is  very disappointed  not to have  received a  response,
   especially given the 99% decline in DGI share price since its decision  to
   de-list that was announced on 31 December 2024.

   Thalassa considers  any  proposal  that  might  offer  demonstrable  value
   accretion and provide liquidity to  DGI shareholders should be  considered
   by the DGI  Board as  potentially being  in their  own shareholders’  best
   interest.

    

   Letter:

   The Board of Directors (the ‘Board’)

    

   Re: DG Innovate Plc (the ‘Company’)

    

   We write  as a  shareholder  of the  Company holding  50,000,000  ordinary
   shares.

    

   With reference to the Company’s  RNS announcement dated 10 December  2024,
   the Company states  that the  successful conditional  placing would  raise
   £500,000 and which “will ensure that the Company has sufficient funds  for
   its immediate needs until early February 2025”.

    

   Despite the placing, the Company’s  further RNS announcement a mere  three
   weeks later, 31 December 2024, states, “there has been and remains a broad
   lack of  demand  for exposure  to  companies  at DGI's  current  stage  of
   development within the UK's  traditional institutional investor base”.  It
   continues, “The  DGI  Directors  do  not  foresee  any  obvious  near-term
   catalysts likely to change this backdrop and have therefore concluded that
   the costs, regulatory  requirements and  additional administrative  burden
   associated with  maintaining  the  Company's listing  are  now,  in  their
   opinion, completely disproportionate to the benefits.”

    

   The Company is now set to cancel its listing on 31 January 2025.

    

   We note that since the Company’s  announcement of 31 December 2024,  there
   has been  no further  update  on the  company’s solvency  or  fund-raising
   status.

    

   With this in mind,  as a shareholder, we  require that the Board  provides
   immediate answers to the following questions:

    

    1. Given our concerns  and the  lack of  public disclosure,  we can  only
       conclude that the Company is operating in the “Twilight Zone” if it is
       not already insolvent. Please advise?

    

    2. Alternatively, the Company has  already reached agreement on  funding,
       post delisting, or  reached conditional  terms for  funding, which  in
       either event would require disclosure. We request immediate clarity?

    

   Further, in  the  company’s RNS  announcement  of 31  December  2024,  the
   Company states: “Furthermore, current discussions with potential investors
   who could substantially invest in DGI  were it no longer listed has  given
   the Directors confidence that  this provides the  best available route  to
   significant  funding”.  Again,  we   request  answers  to  these   further
   questions:

    

    3. Has  the  Company  concluded   any  future  funding  arrangements   or
       agreements in principle?

    

    4. If any such arrangements or agreements on potential investment  exist,
       why has the Company  not announced these? In  this connection why  has
       the Company not announced  the terms and  conditions of the  potential
       funding from the Investment Fund for Wales?

    

    5. We have  been advised  that the  Investment Fund  for Wales  will  not
       invest in a ‘plc’, however, even if this in indeed the case, why  then
       has the Company not set up  a holding structure to allow investors  to
       invest in selective unquoted investee companies? We are very  familiar
       with control  issues,  which  can  be addressed  by  the  issuance  of
       Convertible Preference shares which can only be converted in the event
       that the conversion does not trigger a breach of covenants.

    

   If the Company has not made any announcements in respect of future funding
   because of there being no arrangements or agreements in place, the Company
   must be, or must imminently be, insolvent. Please advise?

    

   Further, we are aware of the large volume of transactions in the Company’s
   shares recently and  note the  absence of published  TR1s. Please  explain
   why?

    

   Whilst we, as a shareholder, might consider potential proposals in respect
   of a potential approach, the Company’s lack of clear financial  disclosure
   make formulation of an unconditional proposal completely impossible.

    

   Given the clear time sensitivity of the matters raised in this letter, the
   imminent de-listing on  Friday 31  January 2025 and  the apparent  parlous
   financial standing of the  Company, we request that  answers to the  above
   questions be provided by email no  later than 4pm on Wednesday 29  January
   2025.

    

   Yours etc.

    

    

                                      END

   For further information, please contact:

   Enquiries:             1 enquiries@thalassaholdingsltd.com
   Thalassa Holdings Ltd  

    

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          VGG878801114
   Category Code: MSCH
   TIDM:          THAL
   LEI Code:      2138002739WFQPLBEQ42
   Sequence No.:  373887
   EQS News ID:   2078349


    
   End of Announcement EQS News Service

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References

   Visible links
   1. mailto:enquiries@thalassaholdingsltd.com


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