The company has been a ‘cash shell’ since it sold its fund management arm to Liontrust Asset Management in July. Under AIM rules, a company with no operating business has until 31 December to buy a business in a reverse takeover or be re-admitted to AIM as an investing company, which requires raising at least £6m. If it does neither, its shares are expected to be suspended, and the exchange can cancel the listing after six months of suspension. The board said in a circular that neither route fits its plan to realise the Parmenion stake, which an independent valuation put at £75m to £90m as at 31 March, and return money to shareholders.

Shareholders meet at 10am on 19 November at the London offices of Gowling WLG, with proxy votes due by 10am on 17 November. The delisting resolution needs 75% of votes cast by A shareholders and, separately, 75% of votes cast by B shareholders. If it passes, the last day of AIM dealing would be 30 December and the delisting would take effect at 7am on 31 December. The company does not intend to return to AIM.

The directors, who unanimously back the plan, hold about 22.3% of the A shares and 33.7% of the B shares and say they will vote in favour of the delisting. They also intend to back the second resolution, but only A shareholders can vote on it, so their B shares don’t count there.

The second resolution would re-register the company as a private company, River Global Limited, and adopt new articles. It takes effect only if the delisting does, and the company said it still intends to proceed with the delisting if this resolution fails. Re-registration is expected by 18 January 2027.

The B shares represent the Parmenion stake, which is held alongside Preservation Capital Partners, which owns the other 70%. The company said there can be no guarantee of when a sale will happen or what value it will achieve. B shareholders would receive sale proceeds less transaction costs and a contribution towards the cost of maintaining the B shares, which had accrued to about £1.2m at 30 October.

A shareholders are entitled to what remains. The main components are about £2.7m of cash at 30 October, which includes a Liontrust payment that may be clawed back, and the B share cost contribution, less running costs and the costs of the eventual liquidation, which B shareholders will not bear. A shareholders have already received Liontrust shares worth £7.6m at the deal price, distributed in August.

The £1.1m Liontrust payment replaced up to £2.1m of contingent consideration in Liontrust shares, which depended on revenues from certain European Opportunities Trust (EOT) assets. River Global accepted the cash, announced on 26 October, subject to clawback if enough EOT money is withdrawn. The clawback could have been as much as 88% (about £985,000, according to the circular) if all funds were withdrawn immediately, and it falls to nil by 31 August 2028, so the company must hold back enough cash to cover it.

Delisting should cut running costs from about £400,000 a year to about £100,000, leaving more cash for distribution. Trading is already thin: average daily volume over the past year was about 178,800 A shares and 101,500 B shares, each around 0.1% of the shares in issue.

After delisting, the company intends to keep holding AGMs and communicating accounts to shareholders, and to maintain its website for at least 12 months. Shareholders could trade through a matched bargain facility run by JP Jenkins, which pairs buyers and sellers via stockbrokers. It is intended to run for at least 12 months, but the company says it may not continue beyond that.

Some individual savings accounts (ISAs) and self-invested personal pensions (SIPPs) may not be able to hold unquoted shares, so some investors may need to sell on AIM before 30 December. The board makes no recommendation on whether individual shareholders should sell. The Takeover Code will continue to apply to the company for two years after delisting. B shares are non-voting, so a buyer could build a large holding of them without being required to make a mandatory bid.