Milton Capital (LON: MII), a London-listed cash shell, had its shares suspended from trading on the Main Market from 7:30am today after announcing a non-binding exclusivity agreement to acquire Apostrophy AG, a Swiss data-privacy technology company. The deal, if completed, would bring Apostrophy’s business into Milton’s listing through a reverse takeover.
The suspension means investors cannot trade the stock at all while the deal is pending. Shares last changed hands at 22.00p at Wednesday’s close, and that price is now frozen with no market available to react to the news.
The halt was triggered because the tie-up counts as an “initial transaction” under UK Listing Rules, the term the Financial Conduct Authority uses for a cash shell’s first major acquisition. Milton requested and was granted the suspension on that basis, and it is expected to remain in place until the transaction completes, collapses, or the company is readmitted with a new prospectus.
Milton had spent several years searching for a reverse-takeover target, screening more than 50 energy-sector opportunities without completing one. Apostrophy, linked to Punkt Tronics founder Petter Neby, is also expected to acquire Punkt’s telephony assets before the deal closes, forming a combined technology business.
“The approach by Apostrophy/Punkt was the stand-out opportunity – an established business and team, a technology business with a global reach; outstanding leadership with a founder with an international track record and, above all else, a company with an exciting vision,” said Richard Mays, Chairman of Milton Capital.
Consideration would be paid in new Milton shares at a valuation still to be agreed, alongside a fundraise of at least £6 million at the same valuation on completion. The exclusivity period runs until 30 November, giving both sides time to complete due diligence and negotiate final terms.
Completion also depends on due diligence, financing, FCA prospectus approval and Takeover Panel approval of a Rule 9 waiver. There is no certainty the deal completes; if it fails, Milton expects the suspension to be lifted and trading to resume.