REG - Umuthi Healthcare - Further update on the suspension of trading

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28/01/2022 15:00

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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was detained in the Republic of South Africa and the charges were withdrawn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  +27 83 276 4317

 Chief Executive Officer

 Gert Viljoen

 

 

 

 

 

 

 

 

 

 

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