The Board of ADVFN today announced that the Directors have, after careful consideration, concluded that it is in the best interests of the company and its shareholders to seek shareholder approval for the cancellation of admission of the Ordinary Shares to trading on AIM and for the company to be reregistered as a private limited company.

The General Meeting has been convened for 10 a.m. on 25 April 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine’s Way, London, E1W 1AA.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the cancellation will become effective at 7.00am on 6 May 2025. The cancellation resolution is conditional on the approval of Shareholders holding not less than 75% of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting.

The reasons for the proposed delisting were outlined in a letter by ADVFN’s CEO, which can be viewed below:

LETTER FROM THE CHIEF EXECUTIVE OFFICER

“Dear Shareholder,

Against a background of subdued trading in the Company’s shares and unfavourable market conditions, the Board has carefully assessed the benefits and drawbacks of remaining an AIM-quoted company, taking into consideration the current financial position of the Company, market conditions, funding options available to the Company on AIM, and the Board’s desire to adopt a short to mid-term strategy focused on potential merger and acquisition opportunities for the Company. This evaluation has been ongoing for some time to determine how best to achieve the goals of the Board and to unlock what the Board believes to be the full potential of the Company.

In reaching the decision to propose the Cancellation, the Board considered a number of key factors, as set out below:

● Share price and potential merger and acquisition opportunities: The Board believes that there are potential acquisition opportunities for the Company, however, despite the Company’s brand strength and cutting-edge technology, the view of the Board is that the market capitalisation of the Company has not reflected the value of these assets, making strategic transactions challenging to complete. The Company’s fluctuating share price and low levels of liquidity have deterred potential partners from accepting the Company’s shares or options as consideration, restricting the Company’s deal-making flexibility. The Company’s recent low market valuation has meant that potential acquisitions would have required the Company to offer substantial proportions of the Company’s equity, even for smaller transactions, on unattractive terms for our existing Shareholders.

Low liquidity and a suppressed share price have yielded minimal benefits for our Shareholders, making it hard to justify remaining listed on AIM from a strategic standpoint. The Board believes that transitioning to a private entity would allow the Company to move with greater agility on merger and acquisition opportunities, improve flexibility and speed to execute strategic initiatives, and capitalise on emerging opportunities, which is particularly critical in a fast-moving sector, where consolidation and innovation demand agility.

● Cost and regulatory burden: The ongoing legal, regulatory and professional fees required to remain on AIM have become disproportionate to the benefits. The Company has operations internationally and must engage professional advisors across multiple jurisdictions to comply with auditing and other regulatory rules, significantly increasing costs. These escalating expenses, coupled with the complexity of maintaining compliance, create a financial burden that hinders operational efficiency. Additionally, the management effort and resources required to meet AIM reporting obligations are significant, diverting critical attention away from product innovation, growth and technology development.

● Raising finance: The current share price of the Company and liquidity on AIM make it challenging to support complex, high-potential deals, as institutional investors remain hesitant to engage under these constraints. As a private company, the Board believes that the Company will have greater access to specialised investment sources, including private equity, strategic investors, and venture capital which will provide a broader spread of funding options without the valuation pressures and liquidity constraints of the public market.

Recognising the concerns and uncertainties that may arise from this transition, the Board wants to assure Shareholders that the Company is taking deliberate steps to facilitate liquidity and to maintain open, transparent communication. To support ongoing Shareholder engagement, the Company intends to make arrangements for a Matched Bargain Facility to be provided by JP Jenkins to assist Shareholders to trade in the Ordinary Shares for a period of time from the date of the Cancellation.

In addition, the Company will launch a dedicated Shareholder portal, accessible through email login, to serve as a central hub for updates, FAQs and a direct channel for addressing concerns. This Shareholder portal will also host important reports, announcements and periodic events to keep Shareholders informed and engaged.

Over the coming weeks, I intend to dedicate my full attention to addressing any Shareholder concerns in relation the proposed Cancellation, Reregistration and adoption of Amended Articles, and, if the Cancellation becomes effective, to ensuring a smooth transition to becoming a private company. I am committed to ensuring that, following Cancellation, every Shareholder will continue to have direct access to the management of the Company, and I will be available for individual communication to provide clarity and answer any Shareholder’s questions.

The members of the Board would also like to reaffirm their commitment to promoting the long-term success of the Company. The Board invites each Shareholder to embark on this journey with the Company by remaining as shareholders following Cancellation, confident that together, we will achieve our shared vision and long-term goals for the Company and its Shareholders.

Yours sincerely,

Amit Tauman

Chief Executive Officer

ADVFN plc”