AIM Rule 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules which govern companies listed on the London Stock Exchange’s AIM market.

Last reviewed: May 2025

Trading in the Company’s Ordinary Shares on AIM was suspended with effect from 7.30am on 14 May 2025 (the “Suspension”). As previously announced, the Company became an AIM Rule 15 Cash Shell on 13 November 2024 with no material trading business, activities and assets other than the cash proceeds from the Disposals. Following completion of the recent Tender Offer and distribution of the cash proceeds, with six months having elapsed since the Company became an AIM Rule 15 Cash Shell, the Suspension took effect in accordance with AIM Rule 15, as planned.

On 19 May 2025, the Company gave notice of the proposed voluntary cancellation of the admission of its Ordinary Shares from trading on AIM pursuant to Rule 41 of the AIM Rules for Companies. The cancellation was approved by Shareholders at a general meeting held on 10 June 2025 and took effect at 8:00 AM (London time) on 18 June 2025.

To read our directors’ biographies click here.

The Board is collectively responsible for promoting the success of XLMedia by directing and supervising policy and strategy and is responsible to shareholders for the Company’s financial and operational performance and risk management.

As an AIM-listed company working within highly regulated markets, our Board recognises the importance of applying sound and consistent governance principles appropriate to the nature, scale and business of the Company and the need to apply best practices wherever possible to help manage risk within the business. Our Board is committed to upholding high standards of corporate governance throughout the Group. Our Board acknowledges its role in setting the culture, values and ethics of the Group and in ensuring good corporate governance principles are maintained for the long-term benefit of the Group.

In line with the requirement in the AIM rules requiring all AIM-quoted companies to adopt and comply with a recognised corporate governance code and detail how they comply with that code, the Board has formally adopted the QCA Corporate Governance Code (the Code) and reports annually on the Company’s compliance with the Code and any exceptions.

The Code is constructed around ten key governance principles that the QCA has identified as focusing on the pursuit of medium- to long-term value for shareholders. We have set out in the report below how we apply the ten principles of the Code, using the disclosures indicated by the Code. The Board believes that the Group complies with the principles of the Code as far as possible and has explained below where it does not comply.

The Board will continue to monitor how the Code is interpreted in practice to ensure we can continue to comply with the principles of the Code as far as possible.

For more information on our Corporate Governance click here.

XLMedia Plc is incorporated in Jersey (Registered Number 114467).

The Company’s registered office is at IFC 5 St. Helier Jersey JE1 1ST and the head office and principal place of business is at 167-169 Great Portland Street, London, England, W1W 5PF.

The Company remains subject to the City Code on Takeovers and Mergers.

Please note that the Company has, through its Articles of Association, elected to be treated as a UK-issuing company. Accordingly, significant shareholdings should be disclosed at 3%.

The rights of shareholders may differ to those of a UK incorporated company.

To view the Articles of Association click here.

The Takeover Code (the “Code”) applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility (“UK MTF”), or a stock exchange in the Channel Islands or the Isle of Man.

The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF, or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years. Accordingly the Code will continue to apply to the Company for a period of two years after the cancellation of the listing of its shares on the AIM market (“Cancellation”), following which the Code will cease to apply to the Company. As the process of liquidating the Company will not be in the control of the current directors, there can be no certainty as to the duration of this process. However, the Code will continue to apply throughout the forthcoming two-year period unless the liquidation process is completed within that period.

Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person.

An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Trading in the Company’s Ordinary Shares on AIM was suspended with effect from 7.30am on 14 May 2025 (the “Suspension”). As previously announced, the Company became an AIM Rule 15 Cash Shell on 13 November 2024 with no material trading business, activities and assets other than the cash proceeds from the disposals undertaken during 2024. Following completion of the recent Tender Offer and distribution of the cash proceeds, with six months having elapsed since the Company became an AIM Rule 15 Cash Shell, the Suspension took effect in accordance with AIM Rule 15, as planned.

On 19 May 2025, the Company gave notice of the proposed voluntary cancellation of the admission of its Ordinary Shares from trading on AIM pursuant to Rule 41 of the AIM Rules for Companies. The cancellation was approved by Shareholders at a general meeting held on 10 June 2025 and took effect at 8:00 AM (London time) on 18 June 2025.

For the identity and percentage holdings of our significant shareholders as well as the information on the number of securities in issue click here.

On 19 May 2025, the Company gave notice of the proposed voluntary cancellation of the admission of its Ordinary Shares from trading on AIM pursuant to Rule 41 of the AIM Rules for Companies. The cancellation was approved by Shareholders at a general meeting held on 10 June 2025 and took effect at 8:00 AM (London time) on 18 June 2025.

To view our latest financial reports click here.

To view shareholder information click here.

To access the latest announcements click here.

For a list of our advisors click here.