TIDMIMTK
RNS Number : 5428D
Imaginatik PLC
01 February 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 February 2018
Imaginatik PLC ("Imaginatik" or the "Company")
Strategic review including formal sale process under the
Takeover Code
The Board of Imaginatik announces today that it has decided to
conduct a review of the various strategic options open to it, one
of which is a sale of the Company. The Board has appointed RSM
& Co (UK) Limited ("RSM") as financial adviser to assist it
with this review.
Imaginatik is recognised globally, by industry experts and
clients, as providing a leading full-service innovation offering,
combining both technology and consultancy services. The Company
delivers innovation results to global blue-chip companies, many of
whom sit in the Global 500.
However, the Board believes that the Company's share price does
not reflect either the value of the highly scalable platform
itself, or the growth prospects available to the Company.
Additionally, the Board is mindful that shareholder value may be
maximised by a sale of the Company to a larger organisation that
can accelerate growth through access to greater resources and an
existing network of global clients.
The Takeover Panel has agreed that any discussions with third
parties may be conducted within the formal sale process framework
(as set out in Note 2 of Rule 2.6 of the City Code on Takeovers and
Mergers (the "Takeover Code")) to enable conversations with parties
interested in making a proposal to take place on a confidential
basis. The Company is not in receipt of any approaches and is not
in discussions with any potential offeror at the time of this
announcement.
Parties with a potential interest in making a proposal should
contact James Lewis from RSM (details below).
It is currently expected that any party interested in
participating in the formal sale process will, at the appropriate
time, enter into a non-disclosure agreement with Imaginatik on
terms satisfactory to the Board of Imaginatik. The Company then
intends to provide such interested parties with certain information
on the business, following which interested parties shall be
invited to submit their proposals to RSM. Further announcements
regarding timings for the formal sale process will be made when
appropriate and as agreed with The Takeover Panel.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so
long as it is participating in the formal sale process. Following
this announcement, the Company is now considered to be in an "offer
period" as defined in the Takeover Code, and the dealing disclosure
requirements listed below will apply.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Imaginatik reserves the right to alter or terminate
the process at any time and in such cases will make an announcement
as appropriate. The Board of Imaginatik also reserves the right to
reject any approach or terminate discussions with any interested
party at any time.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Imaginatik's website at www.imaginatik.com by no
later than 12 noon (London time) on the business day following the
release of this announcement in accordance with Rule 26.1 of the
Code. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Imaginatik
confirms that it has in issue 224,193,710 ordinary shares of 1
pence each with ISIN number GB00BP8XY588.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
For further information, please contact:
Imaginatik plc +44 (0) 1329 243 243
Matt Cooper, Non-Executive Chairman
Ralph Welborn, CEO
Shawn Taylor, CFO
RSM & Co (UK) Limited - Financial Adviser +44 (0) 20 3201 8000
James Lewis
finnCap Ltd - Nomad and broker +44 (0) 20 7220 0500
Jonny Franklin-Adams
AlmaPR +44 (0) 20 8004 4217
Caroline Forde
Hilary Buchanan
Robyn Fisher
RSM & Co (UK) Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Imaginatik in connection with the matters set out
in this announcement and for no one else and will not be
responsible to anyone other than Imaginatik for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
finnCap Ltd ("finnCap"), which is regulated in the United
Kingdom by The Financial Conduct Authority, is acting for the
Company in relation to the matters described in this announcement
and is not advising any other person, and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the matters described in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Notes to Editors
Imaginatik provides a range of Innovation solutions comprised of
consultancy, enterprise software and program management to deliver
innovation results to companies such as Exxon Mobil, Altria, Shell,
Goodyear, Caterpillar, AECOM, Novartis and Cargill, and via its
strategic partnership programme. Few companies possess the internal
capability to consistently generate fresh ideas, identify those
worth pursuing and reliably transform them into real,
value-enhancing assets. Imaginatik's mission is to help these
companies build sustainable innovation competencies. In 2016
Forrester Research found that "Imaginatik has the most
comprehensive innovation management solution," providing excellent
industry recognition of Imaginatik's full-service innovation
offering, combining both technology and consultancy services.
Imaginatik is a public company whose shares are traded on the
AIM market of the London Stock Exchange (LSE: IMTK.L) with offices
in Boston, MA, and Fareham, UK.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
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 details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Takeover Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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