MariaDB Rule 2.12 Announcement
September 26 2023 - 4:30PM
Business Wire
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FOR THE PURPOSES OF RULE 2.12 OF THE
IRISH TAKEOVER PANEL ACT 1997, TAKEOVER RULES, 2022 (THE “IRISH
TAKEOVER RULES”)
MariaDB plc (NYSE: MRDB) (the “Company”), in accordance with
Rule 2.12 of the Irish Takeover Rules, confirms that as of
September 22, 2023 its issued ordinary share capital was comprised
of 67,713,368 ordinary shares, nominal value $0.01 per share (the
"Ordinary Shares"). The Ordinary Shares are admitted to
trading on the New York Stock Exchange under the ticker symbol
MRDB. The International Securities Identification Number for these
securities is IE0008908NI4.
The Company confirms that as of September 22, 2023, there were
outstanding options to purchase up to 7,939,552 Ordinary Shares and
outstanding restricted stock units and performance stock units
conferring on their holders vested or unvested rights to convert
into, or to receive, up to an aggregate of 4,612,830 Ordinary
Shares. The Company confirms that as of September 22, 2023, there
were outstanding warrants to subscribe for an aggregate of
16,351,314 Ordinary Shares. The Company has 25,000 Deferred
Ordinary Shares which are held as treasury shares.
ABOUT MARIADB
MariaDB is a new generation cloud database company whose
products are used by companies big and small, reaching more than a
billion users through Linux distributions and have been downloaded
over one billion times. Deployed in minutes and maintained with
ease, leveraging cloud automation, MariaDB database products are
engineered to support any workload, any cloud and any scale – all
while saving up to 90% of proprietary database costs. Trusted by
organizations such as Bandwidth, DigiCert, InfoArmor, Oppenheimer
and Samsung, MariaDB’s software is the backbone of critical
services that people rely on every day. For more information,
please visit mariadb.com.
RESPONSIBILITY STATEMENT
The directors of the Company accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is
'interested' in 1% or more of any class of 'relevant securities' of
the Company or a securities exchange offeror (being any offeror
other than an offeror which has announced that its offer is, or is
likely to be, solely in cash) must make an 'opening position
disclosure' following the commencement of the 'offer period' and,
if later, following the announcement in which any securities
exchange offeror is first identified. An 'opening position
disclosure' must contain, among other things, details of the
person's 'interests' and 'short positions' in any 'relevant
securities' of each of (i) the Company and (ii) any securities
exchange offeror(s). An 'opening position disclosure' by a person
to whom Rule 8.3(a) applies must be made by no later than 3:30 pm
(New York time) on the day that is ten 'business days' following
the commencement of the ‘offer period’ and, if appropriate, by no
later than 3:30 pm (New York time) on the day that is ten 'business
days' following the announcement in which any securities exchange
offeror is first identified.
Under Rule 8.3(b) of the Irish Takeover Rules, if any person is,
or becomes, ‘interested’ (directly or indirectly) in 1% or more of
any class of ‘relevant securities’ of the Company, all ‘dealings’
in any ‘relevant securities’ of the Company or any securities
exchange offeror (including by means of an option in respect of, or
a derivative referenced to, any such ‘relevant securities’) must be
publicly disclosed by not later than 3:30 pm (New York time) on the
‘business day’ following the date of the relevant transaction. This
requirement will continue until the ‘offer period’ ends. If two or
more persons cooperate on the basis of any agreement either express
or tacit, either oral or written, to acquire an ‘interest’ in
‘relevant securities’ of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Irish Takeover
Rules. A disclosure table, giving details of the companies in whose
‘relevant securities’ ‘dealings’ should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
In general, interests in securities arise when a person has long
economic exposure, whether conditional or absolute, to changes in
the price of the securities. In particular, a person will be
treated as having an ‘interest’ by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a ’dealing’ under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel at telephone number +353 1 678 9020.
Source: MariaDB
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version on businesswire.com: https://www.businesswire.com/news/home/20230925778746/en/
Investors: ir@mariadb.com
Media: pr@mariadb.com
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