TIDMALFA
RNS Number : 2917C
Alfa Financial Software Hldgs PLC
09 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS
ON WHICH ANY OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
9 June 2023
Alfa Financial Software Holdings PLC ("Alfa")
Response to speculation
The Board of Alfa notes the recent press speculation concerning
the possibility of an offer being made for the entire issued and to
be issued share capital of Alfa.
The Board of Alfa confirms that it has received a number of
unsolicited, non-binding proposals from EQT regarding a possible
offer for Alfa. The latest proposal is at a level of 208 pence per
ordinary share in cash, with shareholders having the option to
elect for a partial unlisted share alternative offer.
There can be no certainty that a firm offer will be made for
Alfa.
In accordance with Rule 2.6(a) of the City Code on Takeovers and
Mergers ("Code"), EQT is required, by not later than 5:00 p.m.
(London time) on 7 July 2023, being 28 days after today's date, to
either announce a firm intention to make an offer for Alfa in
accordance with Rule 2.7 of the Code, or announce that it does not
intend to make an offer for Alfa, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of
the Code.
A further announcement will be made as and when appropriate.
This announcement has not been made with the consent of EQT.
The person responsible for arranging the release of this
announcement on behalf of Alfa is Duncan Magrath, Chief Financial
Officer.
Enquiries:
Alfa +44 (0) 20 7588 1800
Andrew Denton, Chief Executive Officer
Duncan Magrath, Chief Financial Officer
Barclays Bank PLC, acting through its Investment Bank + 44 (0) 20 7623 2323
(Financial Adviser and Joint Corporate Broker)
Jessel Sheth
Aamir Khan
Callum West
Rob Mayhew (Corporate Broking)
Important notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction, whether pursuant to this announcement
or otherwise.
The release, distribution or publication of this announcement in
jurisdictions outside the United Kingdom may be restricted by laws
of the relevant jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for Alfa and no one else in connection with a
possible offer and will not be responsible to anyone other than
Alfa for providing the protections afforded to clients of Barclays
nor for providing advice in relation to a possible offer or any
other matter referred to in this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in Alfa
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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. 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.
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).
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.
Relevant Securities in Issue
In accordance with Rule 2.9 of the Code, Alfa confirms that, as
at the date of this announcement, it has 295,469,376 ordinary
shares of GBP0.01 each in issue and admitted to trading on the
London Stock Exchange. 4,530,624 shares are held in treasury. The
ISIN is GB00BDHXPG30.
Website Publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.alfasystems.com, by no later
than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Please be aware that addresses, electronic addresses and certain
other information provided by Alfa shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Alfa may be provided to EQT during the offer
period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11.
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END
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