TIDMATQT
RNS Number : 0920B
Crownpeak Technology, Inc.
29 September 2022
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 OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 September 2022
RECOMMED CASH OFFER
by
AEGEAN BIDCO LIMITED
(an indirect wholly-owned subsidiary of Crownpeak Holdings,
LLC)
for
ATTRAQT GROUP PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The board of directors of Aegean Bidco Limited ("Bidco"), an
indirect wholly-owned subsidiary of Crownpeak Holdings, LLC
("Crownpeak"), and the board of directors of Attraqt Group plc
("Attraqt") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Bidco for the entire issued and to be issued share capital of
Attraqt (the "Acquisition").
-- Under the terms of the Acquisition, each Attraqt Shareholder
will be entitled to receive:
30 pence in cash per Attraqt Share
-- The Acquisition values the entire issued and to be issued
share capital of Attraqt at approximately GBP63.2 million.
-- The Acquisition Price represents a premium of approximately:
- 71.43 per cent. to the Closing Price of 17.50 pence per
Attraqt Share on 28 September 2022 (being the last Business Day
prior to the date of this Announcement);
- 55.33 per cent. to the Volume Weighted Average Price per
Attraqt Share during the three month period ended 28 September
2022; and
- 21.70 per cent. to the Volume Weighted Average Price per
Attraqt Share during the six month period ended 28 September
2022.
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
Background to and reasons for the Acquisition
-- Crownpeak believes Attraqt to be an excellent fit for its
investment and strategic criteria, based on Attraqt 's strong
position in attractive markets, technology-led business model, and
multiple levers for future value creation.
-- Attraqt has a leading position in delivering omni-channel
AI-powered search, merchandising, and recommendation software to
the eCommerce sector. The business is backed by a strong leadership
team, which has successfully managed the business through a series
of recent strategic acquisitions in order to enhance and
consolidate its market position.
-- Crownpeak believes that the combination of Crownpeak's
leading Digital Experience Platform and Attraqt 's AI-powered
search, merchandising and recommendation software for eCommerce
will provide existing and future customers significant value and
achieve scale that will enable continued innovation of
market-leading solutions that enable customers to provide optimal
digital experiences for end consumers.
-- The Acquisition also brings Crownpeak greater scale in the
United Kingdom and European markets, and Crownpeak believes that
Attraqt presents a platform from which to grow its geographic
reach, with both regions being key strategic focus areas of both
organic and future acquisitive growth for Crownpeak.
-- Finally, Crownpeak also believes that in order to maximise
its future potential, Attraqt would be better suited to a private
company environment, where initiatives to improve the performance
of the business can be implemented effectively, with appropriate
support, capital and assistance from Crownpeak, free from the
requirement to meet the public equity market's shorter-term
reporting requirements and expectations, and the costs, constraints
and distractions associated with being a publicly traded
company.
Recommendation
-- The Attraqt Directors, who have been so advised by Raymond
James as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the Attraqt Directors, Raymond James has taken into
account the commercial assessments of the Attraqt Directors.
Raymond James is providing independent financial advice to the
Attraqt Directors for the purposes of Rule 3 of the Code.
-- Accordingly, the Attraqt Directors intend to recommend
unanimously that the Attraqt Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (or, if Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer, to accept
such offer), as the Attraqt Directors who hold Attraqt Shares (in a
personal capacity or through a nominee) have irrevocably undertaken
to do in respect of their own beneficial holdings (and their
connected persons') of 794,351 Attraqt Shares (representing, in
aggregate, approximately 0.39 per cent. of the Attraqt Shares in
issue on 28 September 2022 (being the last Business Day prior to
the date of this Announcement)).
Irrevocable undertakings and letters of intent
-- In addition to the irrevocable undertakings from the Attraqt
Directors, Bidco has also received irrevocable undertakings to vote
or procure votes in favour of the Scheme at the Court Meeting and
Resolutions to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from Kestrel Partners LLP,
Ruffer LLP and Herald Investment Management Limited in respect of
47,277,945 Attraqt Shares (representing, in aggregate,
approximately 23.46 per cent. of the Attraqt Shares in issue on 28
September 2022 (being the last Business Day prior to the date of
this Announcement)).
-- In addition to the irrevocable undertakings, Bidco has
received letters of intent to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting (or, if Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer, to accept
such offer) from Hargreave Hale Limited and Lombard Odier Asset
Management (Europe) Limited in respect of 36,817,826 Attraqt Shares
(representing, in aggregate, approximately 18.27 per cent. of the
Attraqt Shares in issue on 28 September 2022 (being the last
Business Day prior to the date of this Announcement)).
-- In total therefore, as at the date of this Announcement,
Bidco has received irrevocable undertakings and letters of intent
to vote or procure votes in favour of the Scheme at the Court
Meeting with respect to a total of 84,890,122 Attraqt Shares
(representing approximately 42.12 per cent. of the Attraqt Shares
in issue on 28 September 2022 (being the last Business Day prior to
the date of this Announcement). Full details of the irrevocable
undertakings and letters of intent received by Bidco are set out in
Appendix III to the date of this Announcement.
Information on Bidco, Crownpeak and K1 Investment Management
-- Bidco has been incorporated under the laws of England and
Wales for the purposes of the Acquisition. It has not traded since
its incorporation. Bidco is an indirect, wholly-owned subsidiary of
Crownpeak.
-- Founded in 2001, Crownpeak empowers its customers to
effortlessly orchestrate digital experiences. Crownpeak's
cloud-native SaaS Digital Experience Platform (DXP) enables over
1,000 market-leading brands to deliver personalised digital
experiences across all content channels through enterprise-grade
content management. Customers can compose, manage, deliver, and
optimise digital experiences over all channels. For Marketers and
the IT teams that support Marketing, the Crownpeak DXP provides
content creation, management, and delivery scalability to
enterprises - delivering the right content across all devices and
platforms to millions of global visitors. By providing a consistent
omni-channel experience across all brands, customers can grow
loyalty, increase eCommerce revenues, and deepen personalised
engagement with their consumers, partners, and employees.
Approximately 93.5 per cent. of Crownpeak's issued share capital is
owned by funds managed or advised by K1 Investment Management and
its affiliates, and approximately 6.5 per cent. of Crownpeak's
issued share capital is owned by funds managed or advised by
Trinity Alps Capital Partners.
-- K1 Investment Management is a leading private investment firm
focused solely on enterprise software, with over $13 billion of
assets under management and having completed over 200
investments.
Timetable and Conditions
-- It is intended that the Acquisition be implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to provide for Bidco to
become the owner of the whole of the issued and to be issued share
capital of Attraqt. The Scheme will be put to Attraqt Shareholders
at the Court Meeting and to Attraqt Shareholders at the General
Meeting. In order to become effective, the Scheme must be approved
by a majority in number of the Attraqt Shareholders voting at the
Court Meeting, either in person or by proxy, representing at least
75 per cent. in value of the Scheme Shares voted. The
implementation of the Scheme must also be approved by Attraqt
Shareholders at the General Meeting.
-- The Acquisition is subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and General Meeting, together with associated forms of proxy, will
be posted to Attraqt Shareholders within 28 days of this
Announcement (or such later time as Attraqt, Bidco and the Takeover
Panel agree) and the meetings are expected to be held shortly
thereafter.
-- The Acquisition is currently expected to complete during the
fourth quarter of 2022, subject to the satisfaction or waiver of
the Conditions. An expected timetable of key events relating to the
Acquisition will be provided in the Scheme Document.
Commenting on the Acquisition, Jonah Paransky, CEO of Crownpeak,
said:
"The combination of Attraqt with Crownpeak now provides the
opportunity to combine market-leading digital experience platform
(DXP) capabilities with AI-powered search, merchandising and
recommendations for eCommerce. Customers can now realise a unified
approach to drive content-driven commerce experiences to all
digital channels."
Commenting on the Acquisition, Tom Crawford, Chairman of
Attraqt, said:
"We are proud of the significant progress that Attraqt has made
over the last few years, particularly since the acquisition of
Fredhopper in 2017, and Early Birds more recently in 2019. Whilst
we remain excited about the prospects for the business on a
standalone basis, we have been in discussions with Crownpeak and
received a proposal that we believe is compelling for all of our
stakeholders. We are pleased that Crownpeak is supportive of the
acceleration of Attraqt's existing strategy and believe that
Attraqt will benefit from Crownpeak's approach to value creation,
and with K1 Investment Management, their combined experience in
successfully building high-growth businesses fulfilling their
potential. As a result of the Acquisition, we believe Attraqt will
be both nimbler in executing its strategy and able to build a
business capable of sustainable longer-term growth, with stronger
operating leverage and profitability.
Having carefully considered the range of options available to
Attraqt, including the terms of the proposed Acquisition, the
Attraqt Board has concluded that the Acquisition, which offers
certainty of cash value to the Attraqt Shareholders, is in the best
interests of Attraqt, its shareholders and wider stakeholders, and
as such are unanimously recommending the Acquisition to
shareholders."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and its Appendices. In
particular, the Acquisition is subject to the Conditions and
certain further terms set out in Appendix I and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II contains details of sources of information and bases of
calculation contained in this Announcement. Appendix III contains
certain details relating to the irrevocable undertakings and
letters of intent referred to in this Announcement. Appendix IV
contains definitions of certain terms used in this
Announcement.
Enquiries:
Attraqt
Tom Crawford, Chairman via Raymond James
Mark Adams, Chief Executive Officer
Eric Dodd, Chief Financial Officer
Raymond James (Financial Adviser to Attraqt)
Junya Iwamoto Tel: + 44 (0) 20 3 798 5700
William Tridimas
Felix Beck
Jessica Johnston
Canaccord Genuity (Nominated Adviser and Broker to Attraqt)
Simon Bridges Tel: + 44 (0) 20 7 523 8000
Adam James
Thomas Diehl
Alma PR (Financial PR to the Company)
Sam Modlin Tel: + 44 (0) 20 3 405 0205
Andy Bryant
K1 Investment Management, Crownpeak and Bidco
Katy Brown Tel: + 1 (800) 310 2870
finnCap (Financial adviser to K1 Investment Management,
Crownpeak and Bidco)
Henrik Persson Tel: +44 (0) 20 7220 0500
Seamus Fricker
Charlie Beeson
Latham & Watkins (London) LLP and Kirkland & Ellis LLP
are retained as legal advisers to K1 Investment Management,
Crownpeak and Bidco.
Taylor Wessing LLP are retained as legal adviser to Attraqt.
Important Notices
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Attraqt and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Attraqt for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to Attraqt and no-one else
in connection with the matters described in this Announcement and
will not be responsible to anyone other than Attraqt for providing
the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein.
Neither Canaccord Genuity nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Canaccord Genuity in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to K1 Investment Management, Crownpeak and Bidco
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than K1
Investment Management, Crownpeak or Bidco for providing the
protections offered to clients of finnCap or for providing advice
in connection with any matter referred to in this Announcement.
Neither finnCap nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
Announcement, any statement contained herein, the Offer or
otherwise. No representation or warranty, express or implied, is
made by finnCap as to the contents of this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Attraqt Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Attraqt Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies. However, if
Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Attraqt
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the
United States in compliance with applicable law, including the US
Exchange Act.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Attraqt, Bidco, Crownpeak and K1
Investment Management. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies of K1 Investment Management,
Crownpeak and/or Bidco and the expansion and growth of Attraqt and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Attraqt.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
K1 Investment Management, Crownpeak, Bidco or Attraqt, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to K1 Investment Management, Crownpeak, Bidco or
Attraqt or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Bidco,
Crownpeak, K1 Investment management and Attraqt assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Attraqt in respect of any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per Attraqt Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per Attraqt Share.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Attraqt as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Attraqt's website at
https://www.attraqt.com and on Crownpeak's website at
https://www.crownpeak.com by no later than 12:00 noon on the
Business Day following the date of this Announcement. Neither the
contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement.
Requesting hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement in hard copy form by
contacting the Company's registrars, Link Group, during business
hours on 0371 664 0321 (or if calling from outside the UK +44 371
664 0321) or by submitting a request in writing at Link Group,
PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested.
Electronic communications - information for Attraqt
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Attraqt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Attraqt may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th Business Day (as defined in the Code) following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day (as defined in the
Code) 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 per cent. 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, 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 on the
Business Day (as defined in the Code) 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 Takeover 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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
Attraqt Shareholders should be aware that Bidco may purchase
Attraqt Shares otherwise than under the Scheme or any Takeover
Offer, including pursuant to privately negotiated purchases.
Independent advice
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FMSA if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Attraqt confirms that,
as at the date of this Announcement, it had in issue 201,550,617
ordinary shares of GBP0.01 each in issue under the ISIN code
GB00BMJJFZ18. No shares are held in treasury.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 September 2022
RECOMMED CASH OFFER
by
AEGEAN BIDCO LIMITED
(an indirect wholly-owned subsidiary of Crownpeak Holdings,
LLC)
for
ATTRAQT GROUP PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The board of directors of Aegean Bidco Limited ("Bidco"), an
indirect wholly-owned subsidiary of Crownpeak Holdings, LLC
("Crownpeak"), and the board of directors of Attraqt Group plc
("Attraqt") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by
Bidco for the entire issued and to be issued share capital of
Attraqt (the "Acquisition").
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, with the consent of the
Takeover Panel).
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and certain further terms set out in Appendix I and to
the full terms and conditions which will be set out in the Scheme
Document, each Attraqt Shareholder will be entitled to receive:
30 pence in cash per Attraqt Share
-- The Acquisition values the entire issued and to be issued
share capital of Attraqt at approximately GBP63.2 million.
-- The Acquisition Price represents a premium of approximately:
- 71.43 per cent. to the Closing Price of 17.50 pence per
Attraqt Share on 28 September 2022 (being the last Business Day
prior to the date of this Announcement);
- 55.33 per cent. to the Volume Weighted Average Price per
Attraqt Share during the three month period ended 28 September
2022; and
- 21.70 per cent. to the Volume Weighted Average Price per
Attraqt Share during the six month period ended 28 September
2022.
The Attraqt Shares will be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Attraqt Shares.
If any dividend or other distribution in respect of the Attraqt
Shares is declared, paid or made on or after the date of this
Announcement, Bidco reserves the right to reduce the consideration
payable for each Attraqt Share under the terms of the Acquisition
by the amount per Attraqt Share of such dividend or distribution,
in which case any reference in this Announcement to the
consideration payable under the terms of the Acquisition will be
deemed to be a reference to the consideration as so reduced. In
such circumstances, Attraqt Shareholders would be entitled to
retain any such dividend or distribution.
3. Recommendation
The Attraqt Directors, who have been so advised by Raymond James
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice
to the Attraqt Directors, Raymond James has taken into account the
commercial assessments of the Attraqt Directors. Raymond James is
providing independent financial advice to the Attraqt Directors for
the purposes of Rule 3 of the Code.
Accordingly, the Attraqt Directors intend to recommend
unanimously that Attraqt Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting, as the Attraqt Directors have
irrevocably undertaken to do in respect of their own (and their
connected persons') beneficial holdings of 794,351 Attraqt Shares
(representing, in aggregate, approximately 0.39 per cent. of the
Attraqt Shares in issue on 28 September 2022 (being the last
Business Day prior to the date of this Announcement)).
4. Background to and reasons for the Acquisition
Crownpeak believes Attraqt to be an excellent fit for its
investment and strategic criteria, based on Attraqt 's strong
position in attractive markets, technology-led business model, and
multiple levers for future value creation.
Attraqt has a leading position in delivering omni-channel
AI-powered search, merchandising, and recommendation software to
the eCommerce sector. The business is backed by a strong leadership
team, which has successfully managed the business through a series
of recent strategic acquisitions in order to enhance and
consolidate its market position.
Crownpeak believes that the combination of Crownpeak's leading
Digital Experience Platform and Attraqt 's AI-powered search,
merchandising and recommendation software for eCommerce will
provide existing and future customers significant value and achieve
scale that will enable continued innovation of market-leading
solutions that enable customers to provide optimal digital
experiences for end consumers.
The Acquisition also brings Crownpeak greater scale in the
United Kingdom and European markets, and Crownpeak believes that
Attraqt presents a platform from which to grow its geographic
reach, with both regions being key strategic focus areas of both
organic and future acquisitive growth for Crownpeak.
Finally, Crownpeak also believes that in order to maximise its
future potential, Attraqt would be better suited to a private
company environment, where initiatives to improve the performance
of the business can be implemented effectively, with appropriate
support, capital and assistance from Crownpeak, free from the
requirement to meet the public equity market's shorter-term
reporting requirements and expectations, and the costs, constraints
and distractions associated with being a publicly traded
company.
5. Attraqt trading update
Attraqt has today announced the interim results of the Attraqt
Group for the six month period ended 30 June 2022. A copy of that
announcement is available on the Attraqt website at
www.attraqt.com. The results announcement includes the following
statements on the outlook for the Attraqt Group:
Tom Crawford, Non-Executive Chairman of Attraqt, commented:
"Over the past six months we have continued to make strides
forward as we see the benefits of our investments in our technology
and product offering starting to come through. We have seen
positive momentum in bookings, with strong new logo performance
despite lengthening sales cycles, but a more challenging revenue
and profit performance, given the time it takes to monetise new
enterprise logo wins to full revenue, combined with a material
increase in cost of sales due to new customer sale patterns driving
higher hosting costs and more recently the unfavourable foreign
exchange movements on cost of sales.
I would like to take this opportunity to thank every member of
the Attraqt team for their hard work and commitment during the
first half. Your drive to provide the best possible technology and
service to our clients has shone through.
Throughout the first half we have focused our efforts on ARR
bookings and building the future revenue base, and we will continue
in this vein going forwards as we believe it is better to build
sales momentum and then move focus to margin in anticipation of
advances in EBITDA and cashflow in future years. As a result, I
remain cautiously optimistic of the Attraqt Group's continued
growth, either on a standalone basis, or as part of Crownpeak."
Chief Executive Officer's outlook:
"The Attraqt Group continues to progress its go to market
strategy in existing geographies and has grown new logo bookings in
the first half including making headway with the launch of product
to the mid-market and some large UK headquartered enterprise
sales.
The Attraqt Group must now demonstrate that it can fully access
the market opportunity open to it, and maintain its new logo win
rate, including enterprise sales, as it converts the pipeline it
has been building over recent periods, while monetising its new
clients to full revenue over time.
The current global macroeconomic environment has been impacting
the rate of progress through the strengthening dollar exchange
rate, extended competitive sales cycles and the normalisation of
ecommerce activity post lockdowns. However, the Board is encouraged
by the new two product strategy and mid-market launch and
anticipates longer term upside as its go to market strategy
matures.
While the Attraqt Group consumed cash in the first half of the
year, actions taken mean that the cost base in the second half of
the year will be materially lower than the first half on a constant
currency basis, as the business approaches its goal of becoming
cash neutral for 2023.
The Board is, however, cognisant of the difficult external
factors that are introducing an additional layer of risk into sales
processes and, whilst the current pipeline is healthy and
supportive of the Attraqt Group's short-term objectives, it is
therefore prudently managing operating margin and discretionary
investment in order to ensure the Attraqt Group underpins its
growth expectations, with advances in earnings and cashflow in
future years. "
6. Background to and reasons for the recommendation
The Attraqt Board is proud of the achievements of the Company
and how its corporate strategy has been executed since inception in
2014 ; three complementary acquisitions have built out Attraqt 's
platform, improved competitiveness and broadened its offerings, as
well as its geographical reach. This has only been achieved as a
result of the dedication of Attraqt 's employees and management
team, who should be thanked for their continued hard work.
The Attraqt Board remains confident that the ongoing, successful
execution of Attraqt 's strategy would provide long-term growth and
support a significant increase in value for Attraqt Shareholders.
However, it has become increasingly clear in the current market
environment and following the COVID pandemic that global reach and
distribution, size and scale, operational leverage and the ability
to continuously invest in new technology and go-to-market is
critical to the success of eCommerce software vendors in the
markets they serve.
The Attraqt Board is mindful of the constraints imposed by
Attraqt 's relative lack of scale and cash resources in relation to
some of the global competitors in the markets that it serves, and
confident that a combination with Crownpeak would significantly
improve Attraqt 's strategic positioning and opportunity to invest
for growth and sustainable execution. The Attraqt Board shares
Crownpeak's view that a combination of the two businesses would
create a compelling digital experience product portfolio whilst
significantly strengthening their collective global presence and
ability to deliver market leading omni-channel digital experience
solutions to their clients.
It is also the view of the Attraqt Board that the public markets
afford Attraqt less financial flexibility to enable it to pursue
its strategy and unlock its full potential than previously. Indeed,
the Attraqt Board believes that the delivery of Attraqt 's growth
strategy could be effected more quickly with access to growth
capital, financial flexibility and the ability to make longer-term
investment and strategic decisions, for example increasing
investment in technology, go-to-market partnerships and
consolidation of its existing software product suite. The Attraqt
Board agrees with Crownpeak that initiatives to improve the
performance of the Attraqt business could be implemented more
effectively in a private company environment, free from the
requirement to meet the public equity market's shorter-term
reporting requirements and expectations.
K1 Investment Management has a proven track record of providing
scale, operational support and financial resources to the companies
it partners with, such as Crownpeak. The Attraqt Board welcomes the
importance that Crownpeak attributes to the skills and experience
of the Attraqt employees and management team, and the statements
made by Crownpeak with regard to the employment and places of
business in paragraph 11 of this Announcement. The Attraqt Board
also welcomes that Crownpeak has stated that the Acquisition will
offer continuing opportunities for Attraqt staff as part of the
Combined Group.
Finally, the Attraqt Board believes the Acquisition reflects an
attractive valuation for Attraqt . The Acquisition Price represents
a premium of 55.33 per cent. to the volume weighted average price
of 19.31 pence per Attraqt Share for the 3 month period ended on 28
September 2022 (being the last Business Day prior to the date of
this Announcement) . At this level, the Attraqt Board believes that
the Acquisition provides Attraqt Shareholders with the opportunity
to obtain liquidity for their investments and to realise the value
of their holdings in cash today, which the Attraqt Board considers
may not otherwise be achievable in the near-term, against an
uncertain market backdrop.
Following careful consideration of the above factors, the
Attraqt Board believes that the Acquisition Price of 30 pence per
Attraqt Share in cash provides attractive value and certainty for
Attraqt Shareholders, recognising Attraqt 's market position, its
future growth prospects and the risks and potential future funding
requirements associated with those prospects.
Accordingly, the Attraqt Directors are pleased to confirm their
intention unanimously to recommend the Acquisition to Attraqt
Shareholders and believe that the Attraqt Shareholders should have
the opportunity to approve the Acquisition, as the Attraqt
Directors have committed to do in respect of their Attraqt Shares
(where applicable).
7. Conditions
The Acquisition is conditional, amongst other things, upon:
(a) the approval of the Scheme by a majority in number
representing not less than 75 per cent. in value of the Scheme
Shareholders entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting (or at any adjournment,
postponement or reconvention of such meeting) on or before the 22nd
day after the expected date of the Court Meeting to be set out in
the Scheme Document in due course (or such later date as may be
agreed between Bidco and Attraqt and the Court may allow); and
(b) the passing of the Resolutions necessary to implement the
Scheme by the requisite majority at the General Meeting to be held
on or before the 22nd day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date,
if any, as Bidco and Attraqt may agree and the Court may
allow).
The attention of Attraqt Shareholders is drawn to the fact that
the Acquisition is also conditional on other Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Attraqt Shareholders within 28 days of the date of this
Announcement, unless Bidco and Attraqt otherwise agree, and the
Takeover Panel consents, to a later date.
8. Irrevocable undertakings and letters of intent
Bidco has received irrevocable undertakings to vote or procure
votes in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from all of the Attraqt
Directors who hold Attraqt Shares (in a personal capacity or
through a nominee) in respect of their entire beneficial holdings
of Attraqt Shares, amounting, in aggregate, to 794,351 Attraqt
Shares (representing, in aggregate, approximately 0.39 per cent. of
the Attraqt Shares in issue on 28 September 2022 (being the last
Business Day prior to the date of this Announcement)).
In addition to the irrevocable undertakings from the Attraqt
Directors, Bidco has also received irrevocable undertakings to vote
or procure votes in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (or, if Bidco
exercises its right to implement the Acquisition by way of a
Takeover Offer, to accept such offer) from Kestrel Partners LLP,
Ruffer LLP and Herald Investment Management Limited in respect of
47,277,945 Attraqt Shares (representing, in aggregate,
approximately 23.46 per cent. of the Attraqt Shares in issue on 28
September 2022 (being the last Business Day prior to the date of
this Announcement)).
In addition to the irrevocable undertakings, Bidco has received
letters of intent to vote or procure votes in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the
General Meeting (or, if Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept such offer) from
Hargreave Hale Limited and Lombard Odier Asset Management (Europe)
Limited in respect of 36,817,826 Attraqt Shares (representing, in
aggregate, approximately 18.27 per cent. of the Attraqt Shares in
issue on 28 September 2022 (being the last Business Day prior to
the date of this Announcement)).
In total therefore, as at the date of this Announcement, Bidco
has received irrevocable undertakings and letters of intent to vote
or procure votes in favour of the Scheme at the Court Meeting with
respect to a total of 84,890,122 Attraqt Shares (representing
approximately 42.12 per cent. of the Attraqt Shares in issue on 28
September 2022 (being the last Business Day prior to the date of
this Announcement)). Further details of these irrevocable
undertakings (including details of the circumstances in which they
cease to be binding) and letters of intent are set out in Appendix
III to this Announcement.
9. Information on Bidco, Crownpeak and K1 Investment Management
Bidco
Bidco has been incorporated under the laws of England and Wales
for the purposes of the Acquisition. It has not traded since its
incorporation. Bidco is an indirect, wholly-owned subsidiary of
Crownpeak.
Crownpeak
Founded in 2001, Crownpeak empowers its customers to
effortlessly orchestrate digital experiences. Crownpeak's
cloud-native SaaS Digital Experience Platform (DXP) enables over
1,000 market-leading brands to deliver personalised digital
experiences across all content channels through enterprise-grade
content management. Customers can compose, manage, deliver, and
optimise digital experiences over all channels. For Marketers and
the IT teams that support Marketing, the Crownpeak DXP provides
content creation, management, and delivery scalability to
enterprises - delivering the right content across all devices and
platforms to millions of global visitors. By providing a consistent
omni-channel experience across all brands, customers can grow
loyalty, increase eCommerce revenues, and deepen personalised
engagement with their consumers, partners, and employees.
Approximately 93.5 per cent. of Crownpeak's issued share capital is
owned by funds managed or advised by K1 Investment Management and
its affiliates, and approximately 6.5 per cent. of Crownpeak's
issued share capital is owned by funds managed or advised by
Trinity Alps Capital Partners.
K1 Investment Management
K1 Investment Management is a leading private investment firm
focused solely on enterprise software, with over $13 billion of
assets under management and having completed over 200
investments.
10. Information on Attraqt
Attraqt is a leading provider of software platforms to online
retailers and brand owners that maximise the performance and
potential of their eCommerce investments by enabling exceptional
product discovery experiences. Attraqt currently offers two
principal platforms to clients:
-- Fredhopper, a market leading search and merchandising
platform, with highly curated business logic blended with AI,
delivering leading online conversion for its users, with brand and
merchandising control in the look and feel of a luxury store, for
major enterprise clients; and
-- Experience Orchestrator, which targets middle market clients
and uses powerful AI, originating from Early Birds and enhanced by
Aleph Search, to help retailers launch great online shopper
experiences more quickly, with an end-to-end automated product
discovery capability driving great online conversion and often at a
fraction of the cost of using multiple technologies.
In the financial year ended 31 December 2021, Attraqt generated
revenue of GBP22.9 million. Currently, Attraqt supports almost 300
brands globally and has approximately 160 employees in the UK and
continental Europe.
11. Management, employees, pension scheme, research and
development and locations of the Attraqt Group
Crownpeak's strategic plans for Attraqt
Crownpeak intends to provide appropriate support, capital and
assistance to Attraqt to maximise the Combined Group's future
growth and profitability potential through a commitment to
innovation and operational excellence.
Following completion of the Acquisition, Crownpeak intends to
look at ways to optimise the structure of the Combined Group in
order to achieve the anticipated benefits of the Acquisition.
With the close collaboration and input of Attraqt management,
and where appropriate, other stakeholders, Crownpeak intends to
undertake a review of the Attraqt business in order to determine
the short and long term objectives for the business and how they
can best be delivered. The detailed scope of this review and the
appropriate timetable for its completion has not yet been
finalised, but Crownpeak anticipates that this review will be
completed within approximately six months from the Effective Date.
The review will focus on all aspects of the business and
opportunities available, including:
-- reviewing in more detail Attraqt's markets, customers,
software offerings and support and maintenance operations;
-- assessing the opportunity across each aspect of the business
to enhance its strategic positioning;
-- consolidating product roadmaps and accelerating development
of primary software platforms for growth in existing and new
markets; and
-- deepening engagement with the key stakeholders of the
business, including customers, suppliers and broader business
partners.
Research and development
Attraqt has established and maintained an impressive customer
base by continuing to innovate and acquire technologies that are
best in class. Crownpeak plans to support Attraqt with delivering
on its product roadmap and plans for innovation in the future. As a
part of the Combined Group strategy, Crownpeak will perform a full
review of Attraqt's existing research and development functions
alongside its own research and development functions. This may lead
to the identification of areas in which research and development
resources may be reallocated, including those where spend can be
increased in order to develop new, highly valued functionality or
accelerate the existing roadmap (such as integration between the
existing Attraqt and Crownpeak products or strategic investment in
underfunded areas that can now be prioritised) and/or areas where
spending can be reduced (such as cancelling in-development but not
yet completed projects or in supporting legacy versions of existing
products).
Employees and management
Crownpeak attaches great importance to the skills and experience
of its employees and the employees of Attraqt, including its
management team, and believes both that they are key to the future
development of the Combined Group, and that the Acquisition will
generally result in greater opportunities for Attraqt's staff as
part of the Combined Group. Crownpeak's preliminary evaluation
suggests a substantial portion of the expected synergies from the
combination would come from non-headcount related synergies such as
hosting and infrastructure, rent expense, duplicative IT spend, and
significant costs related to being a publicly traded company.
While Crownpeak has not yet received sufficiently detailed
information to formulate comprehensive plans or intentions
regarding the impact of the Acquisition on the Combined Group or
its employees, Crownpeak expects additional synergies to be
realised from moderate headcount reductions in the Attraqt
business, including potentially reductions (giving preference to
natural attrition and only on an as-needed basis after conducting
thorough operational due diligence) in professional support
functions (such as legal, accounting or human resources) to the
extent overlap or duplication of roles is identified and, to a
limited extent, certain sales and marketing and research and
development functions. There may also potentially be minor
headcount reductions in the Crownpeak business. Specific
departments and teams that will be impacted will be determined in
consultation with Attraqt management once more detailed information
is made available and the management teams can together determine
the most efficient and effective organisational structure for the
combined business. Functions which have historically been related
to Attraqt's status as a publicly traded company will no longer be
required or will be reduced in size to reflect Attraqt ceasing to
be a publicly traded company.
The finalisation and implementation of any headcount reductions
will be subject to comprehensive planning and appropriate
engagement with stakeholders, including affected employees and any
appropriate employee representative bodies. Efforts will be made to
mitigate headcount reductions, via natural attrition, the
elimination of vacant roles and alternative job opportunities.
Where possible and appropriate, Crownpeak intends to offer affected
individuals alternative roles within the Combined Group. Any
affected individuals will be treated in a manner consistent with
Crownpeak's and Attraqt's high standards, culture and practices.
Crownpeak intends to approach employee and management integration
with the aim of retaining and motivating the best talent across the
Combined Group to create a best-in-class organisation.
The non-executive directors of Attraqt have confirmed that they
intend to resign as Attraqt Directors from the Effective Date.
Upon and following completion of the Acquisition, Crownpeak
intends to align the conditions of employment of the employees and
management of Attraqt with Crownpeak's employment policies in the
region. Crownpeak does not anticipate that this would have a
material impact on the overall terms and conditions of employment
of Attraqt's workforce.
Management incentivisation
No proposals have yet been made on the terms of any
incentivisation arrangements to be provided by Crownpeak for
relevant Attraqt employees or management and no discussions have
taken place regarding the terms of such arrangements. Following the
Effective Date, Crownpeak is committed to incentivising Attraqt
employees and management as part of the Combined Group. No such
arrangements are expected to be in place, and no discussions in
relation to such arrangements are expected to occur, before the
Acquisition becomes Effective.
Existing employment rights and pensions
Crownpeak has given assurances to the Attraqt Directors that,
following completion of the Acquisition, it will fully safeguard
the existing employment rights and pension rights of all Attraqt
employees in accordance with contractual and statutory
requirements. Crownpeak further confirms that it does not intend to
make any change to Attraqt existing pension arrangements, including
with regard to employer contributions into such schemes and the
admission of new members or to the accrual of existing benefits for
existing members.
Trading facilities
Attraqt Shares are currently admitted to trading on the London
Stock Exchange's AIM market, and, subject to the Scheme becoming
Effective, an application will be made to the London Stock Exchange
to cancel the admission of Attraqt Shares to trading on AIM on or
shortly after the Effective Date.
As soon as practicable after the Effective Date, it is intended
that Attraqt will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
Headquarters, locations and fixed assets
Following completion of the Acquisition, there is no intention
to make any changes to Attraqt's fixed asset base or
headquarters.
Intentions in relation to Crownpeak
Save as set out in the 'Employees and management' sub-paragraph
above, Crownpeak does not plan to make any significant changes to
its business, to the terms and conditions of employment of its
staff or in the balance of skills and functions of its employees
and management in consequence of the Acquisition. Crownpeak intends
to retain its group-wide head office in Denver, Colorado, United
States.
No statements in this paragraph 11 constitute "post-offer
undertakings" for the purpose of Rule 19.5 of the Takeover
Code.
12. Financing
The cash consideration payable by Bidco to the Attraqt
Shareholders under the terms of the Acquisition is expected to be
financed through a combination of funds committed to Bidco through:
(i) equity financing drawn down from funds managed or advised by K1
Investment Management; and (ii) debt financing available under the
Amended Credit Agreement (as defined below).
In connection with the financing of the Acquisition and in
support of Bidco's obligation to pay the cash consideration to
Attraqt Shareholders, on 29 September 2022, Bidco and Karakoram
Fund I, L.P. entered into the Equity Commitment Letter. Further, on
27 September 2022, Crownpeak Technology, Inc. and Evidon, Inc. (as
the Borrowers) and Monroe Capital Management Advisors, LLC (acting
as agent), among others, entered into an amendment to a
pre-existing credit agreement (such agreement as amended, the
"Amended Credit Agreement"), pursuant to which a USD 50,000,000
term loan is available to the Borrowers which may be drawn on to,
directly or indirectly (including by making available the proceeds
of such loan to Bidco), finance the cash consideration payable
pursuant to the Acquisition (and to finance fees, costs and
expenses in connection with the Acquisition).
finnCap, in its capacity as financial adviser to Bidco, is
satisfied that sufficient cash resources are available to Bidco to
enable it to satisfy in full the cash consideration payable to
Attraqt Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
13. Offer-related arrangements
Crownpeak Technology, Inc. ("Crownpeak Technology") and Attraqt
entered into a confidentiality agreement dated 26 August 2022 (the
"Confidentiality Agreement") pursuant to which, amongst other
things, Crownpeak Technology has undertaken to: (a) subject to
certain exceptions, keep confidential information relating to
Attraqt confidential and not to disclose it to third parties; and
(b) use such confidential information only in connection with the
Acquisition. The confidentiality obligations remain in force for 18
months following the of date of the agreement notwithstanding any
termination of discussions relating to the Acquisition. The
Confidentiality Agreement also includes standstill obligations
which restricted Crownpeak Technology from acquiring or offering to
acquire interest in certain securities of Attraqt; those
restrictions ceased to apply on the making of this Announcement.
The Confidentiality Agreement contains restrictions on Crownpeak
Technology soliciting or employing certain employees of
Attraqt.
14. Structure of the Acquisition
Scheme
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Attraqt and the
Scheme Shareholders under Part 26 of the Companies Act. The purpose
of the Scheme is to provide for Bidco to become the owner of the
whole of the issued and to be issued share capital of Attraqt.
Under the Scheme, the Acquisition is to be achieved by the transfer
of the Scheme Shares held by Scheme Shareholders to Bidco in
consideration for which the Scheme Shareholders will receive cash
consideration pursuant to the Scheme .
Approval by Court Meeting and General Meeting
To become Effective, the Scheme requires, amongst other things,
the:
(a) approval of a majority in number of the Scheme Shareholders
who vote, representing not less than 75 per cent. in value of the
Scheme Shares voted, either in person or by proxy, at the Court
Meeting; and
(b) approval by the requisite majority of the Resolutions at the
General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme.
Application to Court to sanction the Scheme
Once the approvals have been obtained at the Court Meeting and
the General Meeting and the other Conditions have been satisfied or
(where applicable) waived, the Scheme must be sanctioned by the
Court at the Sanction Hearing before it can become Effective.
The Scheme will become Effective in accordance with its terms on
delivery of the Court Order to the Registrar of Companies. Upon the
Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or General Meeting, or whether they voted in
favour of or against the Scheme.
The Scheme will contain a provision for Bidco and Attraqt to
jointly consent, on behalf of all persons concerned, to any
modification of or addition to the Scheme or to any condition that
the Court may approve or impose. Attraqt has been advised that the
Court would be unlikely to approve any modification of, or addition
to, or impose a condition to the Scheme which might be material to
the interests of Scheme Shareholders unless Scheme Shareholders
were informed of such modification, addition or condition. It would
be a matter for the Court to decide, in its discretion, whether or
not a further meeting of the Attraqt Shareholders should be held in
these circumstances.
Full details of the Scheme to be set out in the Scheme
Document
The Scheme Document will include full details of the Scheme,
including the expected timetable and the action to be taken by
Scheme Shareholders. The Scheme will be governed by English law.
The Scheme will be subject to the applicable requirements of the
Code, the Takeover Panel, the AIM Rules, the London Stock Exchange
and the FCA.
The Scheme Document, along with the notice of the Court Meeting
and the General Meeting and the Forms of Proxy will be despatched
to Attraqt Shareholders within 28 days of the date of this
Announcement, unless Bidco and Attraqt otherwise agree, and the
Takeover Panel consents, to a later date. Subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, the Scheme Document will also be made available on
Attraqt's website at https://www.attraqt.com and Crownpeak's
website at https://www.crownpeak.com.
At this stage, subject to the satisfaction or waiver of the
Conditions and certain further terms set out in Appendix I, Bidco
and Attraqt expect the Acquisition to become Effective during the
fourth quarter of 2022.
If the Scheme does not become Effective on or before the Long
Stop Date (or such later date as Bidco and Attraqt may, with the
consent of the Takeover Panel and, if required, the Court, agree)
it will lapse and the Acquisition will not proceed (unless the
Takeover Panel otherwise consents).
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Attraqt as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendments referred to
in Part C of Appendix I to this Announcement.
15. Attraqt Share Plan
Participants in the Attraqt Share Plan will be contacted
regarding the effect of the Acquisition on their rights under the
Attraqt Share Plan and, where relevant, an appropriate proposal
will be made to such participants pursuant to Rule 15 of the Code
in due course. Further details of the impact of the Acquisition on
the Attraqt Share Plan will be set out in in the Scheme
Document.
16. De-listing and re-registration
It is intended that the London Stock Exchange will be requested
to cancel the admission Attraqt Shares to trading on AIM on or
shortly after the Effective Date. It is expected that the last day
of dealings in Attraqt Shares on AIM will be the Business Day
immediately prior to the Effective Date and that no transfers will
be registered after 6.00 p.m. on that date. Upon the Scheme
becoming effective, share certificates in respect of the Attraqt
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Attraqt Shares held within the CREST system will be
cancelled on the Effective Date.
As soon as practicable after the Effective Date, it is intended
that Attraqt will be re-registered as a private limited company
under the relevant provisions of the Companies Act.
17. Disclosure of interests in Attraqt
As at the close of business on 28 September 2022, being the last
Business Day prior to the date of this Announcement, save for the
irrevocable undertakings and letters of intent referred to in
paragraph 8 above, neither Bidco nor, so far as Bidco is aware, any
person acting, or deemed to be acting, in concert with Bidco:
(a) had an interest in, or right to subscribe for, relevant securities of Attraqt ;
(b) had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Attraqt ;
(c) had procured an irrevocable commitment or letter of intent
to accept the terms of the Acquisition in respect of relevant
securities of Attraqt ; or
(d) had borrowed or lent any Attraqt Shares.
Furthermore, save for the irrevocable undertakings and letters
of intent described in paragraph 8 above, no arrangement exists
between Bidco or Attraqt or a person acting in concert with Bidco
or Attraqt in relation to Attraqt Shares. For these purposes, an
"arrangement" includes any indemnity or option arrangement, any
agreement or any understanding, formal or informal, of whatever
nature, relating to Attraqt Shares which may be an inducement to
deal or refrain from dealing in such securities.
It has not been practicable for Bidco to make enquiries of all
of its concert parties in advance of the release of this
Announcement. Therefore, all relevant details in respect of Bidco's
concert parties will be included in the Opening Position Disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the
Code.
18. Documents on display
Copies of this Announcement and the following documents will, by
no later than 12 noon on the Business Day following the date of
this Announcement, be made available on Attraqt's website at
https://www.attraqt.com and on Crownpeak's website
https://www.crownpeak.com until the end of the Offer Period:
- this Announcement;
- the irrevocable undertakings and letters of intent referred to in paragraph 8 ;
- the Confidentiality Agreement;
- the documents entered into in relation to the financing of the
Acquisition referred to in paragraph 12 above; and
- consent letters from each of finnCap, Raymond James and Canaccord.
19. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix I and to the full terms and
conditions which will be set out in the Scheme Document. The Scheme
Document, along with the notice of the Court Meeting and the
General Meeting and the Forms of Proxy will be despatched to
Attraqt Shareholders within 28 days of the date of this
Announcement, (or by such later date as Bidco and Attraqt may
agree, with the consent of the Takeover Panel).
In deciding whether or not to vote or procure votes in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed
at the General Meeting, Attraqt Shareholders should rely on the
information contained, and follow the procedures described, in the
Scheme Document.
finnCap, Raymond James and Canaccord have each given and not
withdrawn their consent to the inclusion in this Announcement of
the references to their names in the form and context in which they
appear.
Appendix II contains details of sources of information and bases
of calculation contained in this Announcement. Appendix III
contains certain details relating to the irrevocable undertakings
and letter of intent referred to in this Announcement. Appendix IV
contains definitions of certain terms used in this
Announcement.
Enquiries:
Attraqt
Tom Crawford, Chairman via Raymond James
Mark Adams, Chief Executive Officer
Eric Dodd, Chief Financial Officer
Raymond James (Financial adviser to Attraqt)
Junya Iwamoto Tel: + 44 (0) 20 3 798 5700
William Tridimas
Felix Beck
Jessica Johnston
Canaccord Genuity (Nominated Adviser and Broker to Attraqt)
Simon Bridges Tel: + 44 (0) 20 7 523 8000
Adam James
Thomas Diehl
Alma PR (Financial PR to the Company)
Sam Modlin Tel: + 44 (0) 20 3 405 0205
Andy Bryant
K1 Investment Management, Crownpeak and Bidco
Katy Brown Tel: + 1 (800) 310 2870
finnCap (Financial adviser to K1 Investment Management,
Crownpeak and Bidco)
Henrik Persson Tel: +44 (0) 20 7220 0500
Seamus Fricker
Charlie Beeson
Latham & Watkins (London) LLP and Kirkland & Ellis LLP
are retained as legal advisers to K1 Investment Management,
Crownpeak and Bidco.
Taylor Wessing LLP are retained as legal adviser to Attraqt.
Important Notices
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Attraqt and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Attraqt for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as nominated adviser and broker to Attraqt and no-one else
in connection with the matters described in this Announcement and
will not be responsible to anyone other than Attraqt for providing
the protections afforded to clients of Canaccord Genuity nor for
providing advice in connection with the matters referred to herein.
Neither Canaccord Genuity nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Canaccord Genuity in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
financial adviser to K1 Investment Management, Crownpeak and Bidco
and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than K1
Investment Management, Crownpeak or Bidco for providing the
protections offered to clients of finnCap or for providing advice
in connection with any matter referred to in this Announcement.
Neither finnCap nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
Announcement, any statement contained herein, the Scheme or
otherwise. No representation or warranty, express or implied, is
made by finnCap as to the contents of this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be made solely through and on the terms set out in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the offer document) and
the accompanying Forms of Proxy, which will contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. Scheme Shareholders are
strongly advised to read the formal documentation in relation to
the Acquisition once it has been despatched.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date.
Overseas shareholders
This Announcement has been prepared for the purpose of complying
with English law, the AIM Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom . Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Attraqt Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Attraqt Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction . To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, telephonic or electronic) of interstate or foreign
commerce of, or any facility of a national, state or other
securities exchange of, a Restricted Jurisdiction, and the
Acquisition will not be capable of acceptance by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction . Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of a company incorporated in
England and it is proposed to be made by means of a scheme of
arrangement provided for under English law. The Scheme will relate
to the shares of a UK company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act. Accordingly, the Scheme is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy
solicitation and tender offer rules. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies. However, if
Bidco were to elect to implement the Acquisition by means of a
Takeover Offer, such Takeover Offer shall be made in compliance
with all applicable laws and regulations, including section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such Takeover
Offer would be made in the US by Bidco and no one else. In addition
to any such Takeover Offer, Bidco, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Attraqt
outside such Takeover Offer during the period in which such
Takeover Offer would remain open for acceptance. If such purchases
or arrangements to purchase are made they would be made outside the
United States in compliance with applicable law, including the US
Exchange Act.
Forward-looking statements
This Announcement may contain certain "forward-looking
statements" with respect to Attraqt, Bidco, Crownpeak and K1
Investment Management. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies of K1 Investment Management,
Crownpeak and/or Bidco and the expansion and growth of Attraqt and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on the business of Attraqt.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause actual
results, performance or developments to differ materially from
those expressed in or implied by such forward-looking statements.
These forward-looking statements are based on numerous assumptions
regarding present and future strategies and environments. None of
K1 Investment Management, Crownpeak, Bidco or Attraqt, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to K1 Investment Management, Crownpeak, Bidco or
Attraqt or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statement above.
Should one or more of these risks or uncertainties materialise, or
should underlying assumptions prove incorrect, actual results may
vary materially from those described in this Announcement. Bidco,
Crownpeak, K1 Investment management and Attraqt assume no
obligation to update publicly or revise forward-looking or other
statements contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for Attraqt in respect of any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per Attraqt Share for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per Attraqt Share.
Right to switch to a Takeover Offer
Bidco reserves the right to elect, with the consent of the
Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of
Attraqt as an alternative to the Scheme. In such an event, the
Takeover Offer will be implemented on the same terms or, if Bidco
so decides, on such other terms being no less favourable (subject
to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to
in Appendix I to this Announcement.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on Attraqt's website at
https://www.attraqt.com and on Crownpeak's website at
https://www.crownpeak.com by no later than 12:00 noon on the
Business Day following the date of this Announcement. Neither the
contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this Announcement.
Requesting hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled
may request a copy of this Announcement in hard copy form by
contacting the Company's registrars, Link Group, during business
hours on 0371 664 0321 (or if calling from outside the UK +44 371
664 0321) or by submitting a request in writing at Link Group,
PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales. A person may also request that all future
documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested.
Electronic communications - information for Attraqt
Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Attraqt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Attraqt may be provided to Bidco during the
Offer Period as required under section 4 of Appendix 4 of the
Code.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 on the 10th Business Day (as defined in the Code) following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day (as defined in the
Code) 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 per cent. 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, 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 on the
Business Day (as defined in the Code) 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 Takeover 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.
Announcement not a prospectus
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Private purchases
Attraqt Shareholders should be aware that Bidco may purchase
Attraqt Shares otherwise than under the Scheme or any Takeover
Offer, including pursuant to privately negotiated purchases.
Independent advice
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FMSA if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Attraqt confirms that,
as at the date of this Announcement, it had in issue 201,550,617
ordinary shares of GBP0.01 each in issue under the ISIN code
GB00BMJJFZ18. No shares are held in treasury.
APPIX I
CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS
Part A: Conditions of the Scheme and the Acquisition
Long Stop Date
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by not later than
11:59 p.m. on the Long Stop Date .
Scheme approval
2. The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are on the register of members of Attraqt at the
Voting Record Time and who are present and vote, whether in person
or by proxy, at the Court Meeting (and at any separate class
meeting which may be required by the Court) and who represent not
less than 75 per cent. in value of the Scheme Shares voted by those
Scheme Shareholders, and (ii) such Court Meeting (and any separate
class meeting which may be required) being held on or before the
22nd day after the expected date of the Court Meeting to be set out
in the Scheme Document (or such later date, if any, as Bidco and
Attraqt may agree, with the consent of the Takeover Panel and/or
approval of the Court, if such consent and/or approval is
required);
(b) (i) the passing of the Resolutions necessary in order to
implement the Scheme by the requisite majority at the General
Meeting (or any adjournment thereof), and (ii) such General Meeting
being held on or before the 22nd day after the expected date of the
General Meeting to be set out in the Scheme Document (or such later
date, if any, as Bidco and Attraqt may agree, with the consent of
the Takeover Panel and/or approval of the Court, if such consent
and/or approval is required);
(c) (i) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Bidco and Attraqt), and (ii) the Sanction Hearing
being held on or before the 22nd day after the expected date of the
Sanction Hearing to be set out in the Scheme Document (or such
later date, if any, as Bidco and Attraqt may agree, with the
consent of the Takeover Panel and/or approval of the Court, if such
consent and/or approval is required); and
(d) delivery of a copy of the Court Order to the Registrar of Companies.
3. In addition, save as stated in Part B below and to the
requirements of the Takeover Panel, the Acquisition shall be
conditional upon the following Conditions and, accordingly, the
Court Order shall not be delivered to the Registrar of Companies
unless such Conditions (as amended, if appropriate) have been
satisfied or, where relevant, waived in writing:
Third Party Regulatory action
(a) no Third Party having decided, threatened or given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or otherwise having done anything,
or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice and there not
continuing to be outstanding any statute, regulation, decision or
order which would or might reasonably be expected to (in any case
to an extent or in a manner which is material in the context of the
Acquisition, the Wider Attraqt Group or the Wider Bidco Group, as
the case may be, in each case, taken as a whole):
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider
Attraqt Group of all or any material part of their respective
businesses, assets, property or any shares or other securities (or
the equivalent) in any member of the Wider Attraqt Group or any
member of the Wider Bidco Group or impose any material limitation
on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own, control or manage any
of their respective assets or properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, in the event that Bidco elects to implement the Acquisition by
way of a Takeover Offer, require any member of the Wider Bidco
Group or the Wider Attraqt Group to acquire or offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider Attraqt Group or any asset owned by any Third
Party (other than in connection with the implementation of the
Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group,
directly or indirectly, to acquire, hold or exercise effectively
all or any rights of ownership in respect of shares or loans or
securities convertible into shares or other securities (or the
equivalent) in Attraqt or on the ability of any member of the Wider
Attraqt Group or any member of the Wider Bidco Group, directly or
indirectly, to hold or exercise effectively all or any rights of
ownership in respect of shares or loans or any other securities (or
the equivalent) in, or to exercise voting or management control
over, any other member of the Wider Attraqt Group;
(iv) result in any member of the Wider Attraqt Group or any
member of the Wider Bidco Group ceasing to be able to carry on
business under any names under which it currently carries on
business;
(v) make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, Attraqt by any member of the Wider Bidco
Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly,
prevent or prohibit, restrict, restrain or delay or otherwise
interfere with the implementation of, or impose additional
conditions or obligations with respect to, or otherwise challenge,
impede, interfere or require material amendment to the terms of the
Acquisition or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of Attraqt
by any member of the Wider Bidco Group;
(vi) impose any material limitation on, or result in material
delay in, the ability of any member of the Wider Bidco Group or any
member of the Wider Attraqt Group to conduct, integrate or
co-ordinate all or any part of its business with all or any part of
the business of any other member of the Wider Bidco Group and/or
the Wider Attraqt Group;
(vii) require any member of the Wider Attraqt Group to
relinquish, terminate or amend in any material way any material
contract to which any member of the Wider Attraqt Group or the
Wider Bidco Group is a party;
(viii) require any member of the Wider Bidco Group or any member
of the Wider Attraqt Group or any of their respective affiliates
to: (A) invest, contribute or loan any capital or assets to; or (B)
guarantee or pledge capital assets for the benefit of any member of
the Wider Bidco Group or any member of the Wider Attraqt Group,
which in each such case or together is material and adverse in the
context of any member of the Wider Bidco Group or any member of the
Wider Attraqt Group or in the context of the Acquisition; or
(ix) otherwise materially adversely affect all or any of the
business, value, assets, liabilities, profits, operational
performance, financial or trading position or prospects of any
member of the Wider Attraqt Group or any member of the Wider Bidco
Group;
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any
Attraqt Shares or other securities in, or control or management of,
Attraqt or otherwise intervene having expired, lapsed or been
terminated;
Other regulatory approvals
(b) each Governmental Entity, which regulates or licences any
member of the Wider Attraqt Group or any other body corporate in
which any member of the Wider Attraqt Group has an interest in
shares, and whose prior approval, consent or non-objection to any
change in control, or acquisition of (or increase in) control in
respect of that or any other member of the Wider Attraqt Group is
required, or any Governmental Entity, whose prior approval, consent
or non-objection of the Acquisition is otherwise required, or from
whom one or more material licences or permissions are required in
order to complete the Acquisition, having given its approval,
non-objection or legitimate deemed consent or consent in writing
thereto and, as the case may be, having granted such licences and
permissions (in each case where required and on terms reasonably
satisfactory to Bidco), and in each case the impact of which would
materially adversely affect the Wider Attraqt Group or the Wider
Bidco Group, taken as a whole;
Notifications, waiting periods and authorisations
(c) all material notifications, filings or applications which
are necessary having been made in connection with the Acquisition
and all necessary waiting and other time periods (including any
extensions thereof) under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory and regulatory obligations in any
jurisdiction having been complied with, in each case, in respect of
the Scheme and the Acquisition and all Authorisations deemed
reasonably necessary or appropriate by Bidco in any jurisdiction
for or in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the Acquisition or the
proposed acquisition of any shares or other securities in, or
control or management of, Attraqt or any other member of the Wider
Attraqt Group by any member of the Wider Bidco Group having been
obtained in terms and in a form reasonably satisfactory to Bidco
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Attraqt Group or the Wider Bidco Group has
entered into contractual arrangements and all such Authorisations
necessary, appropriate or desirable to carry on the business of any
member of the Wider Attraqt Group in any jurisdiction having been
obtained and all such Authorisations remaining in full force and
effect at the time at which the Acquisition becomes otherwise
wholly unconditional and there being no notice or intimation of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations;
Attraqt Shareholder resolution
(d) except with the consent or the agreement of Bidco, no action
having been taken or proposed by any member of the Wider Attraqt
Group, or having been approved by a resolution of Attraqt
Shareholders, or consented to by the Takeover Panel, which falls
within or under Rule 21.1 of the Code;
Certain matters arising as a result of any arrangement,
agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Attraqt Group is a
party, or by or to which any such member or any of its assets is or
may be bound, entitled or subject, or any event or circumstance
which, as a consequence of the Acquisition or the acquisition or
the proposed acquisition by any member of the Wider Bidco Group of
any shares or other securities (or the equivalent) in, or because
of a change in the control or management of, Attraqt or any other
member of the Wider Attraqt Group or otherwise, would or might
reasonably be expected to result in:
(i) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to,
any such member being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of such member or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
(iii) any such arrangement, agreement, lease, licence,
franchise, permit or other instrument or the rights, liabilities,
obligations or interests of any such member in or with any other
person (or any arrangement or arrangements relating to any such
interests or business) being adversely modified or adversely
affected or any onerous obligation or liability arising or any
adverse action being terminated, taken or arising thereunder;
(iv) any liability of any such member to make any severance,
termination, bonus or other payment to any of its directors or
other officers;
(v) the rights, liabilities, obligations, interests or business
of any such member under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
such member or any member of the Wider Attraqt Group in or with any
other person or body or firm or company (or any arrangement
relating to any such interests or business) being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently carries on business;
(vii) any assets or interests of, or any asset the use of which
is enjoyed by, any such member being or falling to be disposed of
or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could
cease to be available to any such member otherwise than in the
ordinary course of business;
(viii) the financial or trading position or prospects of, any
such member being materially prejudiced or materially adversely
affected;
(ix) the creation or acceleration of any material liability
(actual or contingent) by any such member other than trade
creditors or other liabilities incurred in the ordinary course of
business; or
(x) the occurrence of any event which, under any provision of
any arrangement, agreement, licence, permit, franchise, lease or
other instrument to which any member of the Wider Attraqt Group is
a party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions (e)(i) to
(ix) above,
and in each such case specified in (e)(i) to (x) above which is
or would be material in the context of the Wider Attraqt Group
taken as a whole;
Certain events occurring since 31 December 2021
(f) except as Disclosed, no member of the Wider Attraqt Group having since 31 December 2021:
(i) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Attraqt
Shares out of treasury (except in each case, where relevant, as
between Attraqt and wholly-owned subsidiaries of Attraqt or between
the wholly-owned subsidiaries of Attraqt);
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by any wholly-owned subsidiary of
Attraqt to Attraqt or any of its wholly-owned subsidiaries;
(iii) other than pursuant to the Acquisition (and except for
transactions between Attraqt and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Attraqt and transactions
in the ordinary course of business) implemented, effected,
authorised or proposed or announced its intention to implement,
effect, authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material in the context of the Wider Attraqt Group taken as a whole
or in the context of the Acquisition;
(iv) except for transactions between Attraqt and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Attraqt and transactions in the ordinary course of business,
disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in
any material asset or authorised, proposed or announced any
intention to do so;
(v) except for transactions between Attraqt and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of Attraqt
issued, authorised or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the
terms of any debentures or become subject to any contingent
liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Attraqt Group
taken as a whole or in the context of the Acquisition;
(vi) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any material contract,
arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, unusual or onerous nature or magnitude or which is or which
involves or could involve an obligation of an onerous nature or
magnitude, otherwise than in the ordinary course of business and in
each case to an extent which is material in the context of the
Wider Attraqt Group taken as a whole;
(vii) entered into, materially varied, authorised or proposed
entry into or variation of, or announced its intention to enter
into or materially vary the terms of, or made any offer (which
remains open for acceptance) to enter into or vary to a material
extent the terms of any contract, service agreement, commitment or
arrangement with any director or senior executive of any member of
the Wider Attraqt Group, in each case to an extent which is
material in the context of the Wider Attraqt Group taken as a
whole;
(viii) establish any share option scheme, incentive scheme or
other benefit plan in respect of the Wider Attraqt Group;
(ix) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital (except, in each case, where relevant, as between Attraqt
and wholly-owned subsidiaries of Attraqt or between the
wholly-owned subsidiaries of Attraqt);
(x) waived, compromised or settled any claim other than in the
ordinary course of business and which is material in the context of
the Wider Attraqt Group as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Attraqt Group and any
other person in a manner which has had a material adverse effect on
the financial position of the Wider Attraqt Group taken as a
whole;
(xii) save as required in connection with the Acquisition, made
any material alteration to its memorandum, articles of association
or other incorporation documents or any material alteration to the
memorandum, articles of association or other incorporation
documents of any other member of the Wider Attraqt Group which is
material in the context of the Scheme or the Acquisition or the
acquisition by Bidco of any shares or other securities in, or in
control of, Attraqt, or any member of the Wider Attraqt Group;
(xiii) made, agreed or consented to any significant change to:
(A) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Attraqt Group for
its directors, employees or their dependants; (B) the contributions
payable to any such scheme(s) or to the benefits which accrue, or
to the pensions which are payable, thereunder; (C) the basis on
which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or (D) the basis
upon which the liabilities (including pensions) of such pension
schemes are funded, valued, made, agreed or consented to;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Attraqt Group taken
as a whole;
(xv) (other than in respect of a member of the Wider Attraqt
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
(xvi) (except for transactions between Attraqt and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries)
made, authorised, proposed or announced an intention to propose any
change in its loan capital;
(xvii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing arrangement, partnership
or merger of business or corporate entities, which in any such case
is material in the context of the Wider Attraqt Group as a whole or
in the context of the Acquisition; or
(xviii) otherwise than in the ordinary course of business,
entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition (f) and which is material in the
context of the Wider Attraqt Group taken as a whole;
No adverse change, litigation, regulatory enquiry or similar
(g) except as Disclosed, since 31 December 2021 there having been:
(i) no adverse change and no circumstance having arisen which
would reasonably be expected to result in any adverse change in,
the business, value, assets, liabilities, shareholders' equity,
financial or trading position or profits, operational performance
of any member of the Wider Attraqt Group which is material in the
context of the Wider Attraqt Group taken as a whole or in the
context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Attraqt
Group is or may become a party (whether as a claimant, defendant or
otherwise) having been threatened, announced, implemented or
instituted by or against or remaining outstanding against or in
respect of, any member of the Wider Attraqt Group, in each case
which would reasonably be expected to have a material adverse
effect on the Wider Attraqt Group taken as a whole or in the
context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Attraqt Group (or any person in respect of which any
such member has or may have responsibility or liability) having
been threatened, announced, implemented or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Attraqt Group, in each case, which would reasonably be expected to
have a material adverse effect on the Wider Attraqt Group taken as
a whole or in the context of the Acquisition;
(iv) no contingent or other liability having arisen or become
apparent to Bidco or increased other than in the ordinary course of
business which is reasonably likely to affect adversely the
business, assets, financial or trading position, profits or
operational performance of any member of the Wider Attraqt Group to
an extent which is material in the context of the Wider Attraqt
Group taken as a whole or in the context of the Acquisition;
(v) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Attraqt Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a
material adverse effect on the Wider Attraqt Group taken as a whole
or in the context of the Acquisition; and
(vi) no member of the Wider Attraqt Group having conducted its
business in material breach of any applicable laws and regulations
which in any case is material in the context of the Wider Attraqt
Group taken as a whole; and
No discovery of certain matters regarding information and
liabilities, corruption, intellectual property and environmental
liabilities
(h) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the
Wider Attraqt Group announced publicly and delivered by or on
behalf of Attraqt through a regulatory news service prior to the
date of this Announcement is misleading, contains a
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, in any such case which is
material in the context of the Wider Attraqt Group taken as a whole
or in the context of the Acquisition;
(ii) any member of the Wider Attraqt Group or any partnership,
company or other entity in which any member of the Wider Attraqt
Group has a significant economic interest and which is not a
subsidiary undertaking of Attraqt, otherwise than in the ordinary
course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the Wider
Attraqt Group taken as a whole or in the context of the
Acquisition;
(iii) any past or present member, director, officer or employee
of the Wider Attraqt Group, or any other person for whom any such
person may be liable or responsible, has not complied with the OECD
Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions and any laws implementing the
same, the UK Bribery Act 2010 and/or the US Foreign Corrupt
Practices Act of 1977;
(iv) any member of the Wider Attraqt Group is ineligible to be
awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended);
(v) any past or present member, director, officer or employee of
the Wider Attraqt Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with or made any investment in, or made any payments to: (A) any
government, entity or individual with which US or EU persons are
prohibited from engaging in activities or doing business by US or
EU laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control
or HM Treasury & Customs, or (B) any government, entity or
individual targeted by any of the economic sanctions of the United
Nations or the European Union or any of their respective member
states;
(vi) any asset of any member of the Wider Attraqt Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(vii) no circumstance having arisen or event having occurred in
relation to any intellectual property owned, used or licensed by
the Wider Attraqt Group or to any third parties, including: (A) any
member of the Wider Attraqt Group losing its title to any
intellectual property or any intellectual property owned by the
Wider Attraqt Group being revoked, cancelled or declared invalid,
(B) any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Attraqt Group being
terminated or varied, or (C) any claim being filed suggesting that
any member of the Wider Attraqt Group infringed the intellectual
property rights of a third party or any member of the Wider Attraqt
Group being found to have infringed the intellectual property
rights of a third party, in each case which is material in the
context of the Wider Attraqt Group taken as a whole or in the
context of the Acquisition; or
(viii) in relation to any release, emission, accumulation,
discharge, disposal or other similar circumstance which has
impaired or is likely to impair the environment (including
property) or harmed or is likely to harm the health of humans,
animals or other living organisms or eco-systems, any past or
present member of the Wider Attraqt Group, in a manner or to an
extent which is material in the context of the Wider Attraqt Group,
(i) has committed any violation of any applicable laws, statutes,
regulations, Authorisations, notices or other requirements of any
Third Party giving rise to a material liability; and/or (ii) has
incurred any material liability (whether actual or contingent) to
any Third Party; and/or (iii) is likely to incur any material
liability (whether actual or contingent), or is required, to make
good, remediate, repair, re-instate or clean up the environment
(including any property) in each case of (i), (ii) or (iii) which
such liability or requirement would be material to the Wider
Attraqt Group taken as a whole.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Takeover Panel, Bidco
reserves the right in its sole discretion to waive all or any of
the Conditions set out in Part A of this Appendix I except
Conditions 2(a) (i), 2(b) (i), 2(c) (i) and 2 (d) which cannot be
waived. The deadlines in any of Conditions 1 , 2(a) (ii), 2(b) (ii)
and 2(c) (ii) may be extended to such later date as may be agreed
in writing by Bidco and Attraqt (with the consent of the Takeover
Panel and/or approval of the Court, if such consent and/or approval
is required). If any of Conditions 1 , 2(a) (ii), 2(b) (ii) and
2(c) (ii) is not satisfied by the deadline specified in the
relevant Condition, Bidco shall make an announcement by 8.00 a.m.
on the Business Day following such deadline confirming whether it
has invoked the relevant Condition, waived the relevant deadline or
agreed with Attraqt to extend the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or treat as
fulfilled any of Conditions 3 (a) to 3 (h) of Part A of this
Appendix I by a date earlier than the Long Stop Date,
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are, at such earlier
date, no circumstances indicating that any Condition may not be
capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the Code,
Bidco may only invoke a Condition so as to cause the Acquisition
not to proceed, to lapse or to be withdrawn with the consent of the
Takeover Panel. The Takeover Panel will normally only give its
consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context
of the Acquisition. This will be judged by reference to the facts
of each case at the time that the relevant circumstances arise.
4. Conditions 1 and 2 of Part A of this Appendix I (and any
Takeover Offer acceptance condition adopted on the basis specified
in Part C of this Appendix I) will not be subject to Rule 13.5(a)
of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code may be waived by Bidco.
6. The Scheme will not become effective unless the Conditions
have been fulfilled or (to the extent capable of waiver) waived or,
where appropriate, have been determined by Bidco to be or remain
satisfied by no later than the Long Stop Date.
7. If the Panel requires Bidco to make an offer or offers for
any Attraqt Shares under the provisions of Rule 9 of the Code,
Bidco may make such alterations to the Conditions as are necessary
to comply with the provisions of that Rule.
8. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
Part C: Implementation by way of a Takeover Offer
Bidco reserves the right to elect (with the consent of the
Takeover Panel) to implement the Acquisition by making, directly or
indirectly through a subsidiary or nominee of Bidco, a Takeover
Offer as an alternative to the Scheme. In such event, the Takeover
Offer will be implemented on the same terms or, unless Bidco
otherwise determines and subject to the consent of the Takeover
Panel, on such other terms being no less favourable, subject to
appropriate amendments, as far as applicable, as those which would
apply to the Scheme. The acceptance condition would be set at 90
per cent. of the shares to which such Takeover Offer relates (or
such lesser percentage, being more than 75 per cent., as Bidco may
decide with the consent of the Takeover Panel). Further, if
sufficient acceptances of any such Takeover Offer were received or
if sufficient Attraqt Shares were otherwise acquired, it would be
the intention of Bidco to apply the provisions of the Companies Act
to acquire compulsorily any outstanding Attraqt Shares to which
such Takeover Offer relates.
Part D: Certain further terms of the Acquisition
1. Bidco reserves the right to implement the Acquisition through
any other entity owned and/or controlled by K1 Investment
Management from time to time.
2. The Attraqt Shares shall be acquired by Bidco with full title
guarantee, fully paid and free from all liens, equitable interests,
charges, encumbrances, rights of pre-emption and any other third
party rights and interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching
thereto, including (without limitation) the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any other return of capital (whether by
way of reduction of share capital or share premium account or
otherwise) made on or after the date of this Announcement in
respect of the Attraqt Shares.
3. If, on or after the date of this Announcement and prior to or
on the Effective Date, any dividend, distribution or other return
of value is declared, paid or made or becomes payable by Attraqt
and with a record date on or prior to the Effective Date, Bidco
reserves the right (without prejudice to any right of Bidco, with
the consent of the Takeover Panel, to invoke Condition 3(f)(ii) of
Part A of this Appendix I) to reduce the consideration payable
under the Acquisition to reflect the aggregate amount of such
dividend, distribution or other return of value or excess. If and
to the extent that any such dividend, distribution or other return
of value is paid or made on or prior to the Effective Date and
Bidco exercises its rights under this paragraph to reduce the
consideration payable under the Acquisition, any reference in this
Announcement to the consideration payable under the terms of the
Acquisition shall be deemed to be a reference to the consideration
as so reduced. In such circumstances, Attraqt Shareholders would be
entitled to retain any such dividend or distribution. Any exercise
by Bidco of its rights referred to in this paragraph 3 shall be the
subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Acquisition.
4. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom and any Attraqt
Shareholders who are not resident in the United Kingdom will need
to inform themselves about and observe any applicable
requirements.
5. Unless otherwise determined by Bidco or required by the Code
and permitted by applicable law and regulations, the Acquisition is
not being, and will not be, made, directly or indirectly, in, into
or by the use of the mails of, or by any other means or
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and will
not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction.
6. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix I and those terms which will be set out in the Scheme
Document and such further terms as may be required to comply with
the AIM Rules and the provisions of the Code.
7. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will
be governed by English law and will be subject to the jurisdiction
of the English courts. The Acquisition shall be subject to the
applicable requirements of the Code, the Takeover Panel, the London
Stock Exchange and the FCA.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
(a) The value placed by the Acquisition on the existing issued
ordinary share capital of Attraqt, being approximately GBP63.2
million , is based on 201,550,617 Attraqt Shares in issue and
9,094,685 Attraqt Shares which may be issued on or after the date
of this Announcement to satisfy the exercise of options outstanding
under the Attraqt Share Plan on 28 September 2022, being the last
Business Day prior to the date of this Announcement . The
International Securities Identification Number for Attraqt Shares
is GB00BMJJFZ18.
(b) Unless otherwise stated, the financial information relating
to Attraqt has been extracted, without material adjustment from the
audited consolidated financial statements of Attraqt for the
financial year ended 31 December 2021 and the unaudited interim
results of Attraqt for the six months ended 30 June 2022.
(c) Unless otherwise stated, all prices and Closing Prices for
Attraqt Shares are closing middle market quotations derived from
the Stock Exchange Daily Official List (SEDOL) of the London Stock
Exchange.
(d) The three month and six month Volume Weighted Average Price
are derived from Factset data and have been rounded to 2 decimal
places.
(e) Certain other figures included in this Announcement have
been subject to rounding adjustments.
(f) The premium calculations to the price per Attraqt Share have
been calculated by reference to a price of 17.50 pence per Attraqt
Share, being the closing price on 28 September 2022 (being the last
Business Day prior to the commencement of the Offer Period).
APPIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS and letters of intent
Bidco has received irrevocable undertakings and letters of
intent to accept the Acquisition Price in respect of a total of
84,890,122 Attraqt Shares (representing, in aggregate,
approximately 42.12 per cent. of Attraqt Shares in issue on 28
September 2022 (being the last Business Day prior to the date of
this Announcement)), comprised as follows:
Attraqt Directors' irrevocable undertakings
Per cent. of Attraqt
Number of Attraqt Shares
Name Shares in issue
--------------- ------------------ ---------------------
Mark Adams 263,084 0.13
Tom Crawford 37,055 0.02
Eric Dodd 123,842 0.06
Luke McKeever 370,370 0.18
Total 794,351 0.39
The irrevocable undertakings given by the Attraqt Directors as
set out above will apply to any Attraqt Shares acquired as a result
of any awards or options exercised pursuant to the Attraqt Share
Plan.
The irrevocable undertakings from the Attraqt Directors will
only cease to be binding if:
(a) Bidco announces, with the consent of the Panel and before
the Scheme Document or offer document (as applicable) is published,
that it does not intend to proceed with the Acquisition and no new,
revised or replacement Scheme or Takeover Offer to implement the
Acquisition is announced in accordance with Rule 2.7 of the
Takeover Code within 10 Business Days of such announcement;
(b) the Scheme Document or the offer document (as applicable) is
not published within 28 days of the release of this Announcement or
such later time and date as may be determined by Bidco with the
consent of Attraqt and the Panel (provided that, in the case of the
Scheme Document, any such failure is solely as a result of Bidco
failing to provide information that is required to be included in
the Scheme Document);or
(c) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms and no new, revised or
replacement Scheme or Takeover Offer to implement the Acquisition
has been announced in accordance with Rule 2.7 of the Code within
10 Business Days of such lapse or withdrawal.
Other Attraqt Shareholders' irrevocable undertakings
Per cent. of Attraqt
Number of Attraqt Shares
Name Shares in issue
---------------------- ------------------ ---------------------
Kestrel Partners LLP 24,115,876 11.97
Herald Investment
Management Limited 13,695,481 6.80
Ruffer LLP 9,466,588 4.70
Total 47,277,945 23.46
The irrevocable undertaking from Kestrel Partners LLP will cease
to be binding on the earlier of:
(a) 11.59 p.m. on the date that is 28 days after this
Announcement (or such later time and date as the Takeover Panel may
consent to for the publication of the Scheme Document or the offer
document, as applicable), unless the Scheme Document (or offer
document, as applicable) has been published by that time;
(b) 11.59 p.m. on the date that is 40 days after the release of
the Scheme Document, if by that time the Scheme has not become
effective or (following a switch from the Scheme to a Takeover
Offer) the Takeover Offer has not become unconditional in all
respects;
(c) the making of an announcement by or on behalf of Bidco that
it will not be proceeding with the Scheme without that announcement
also stating that Bidco will make a Takeover Offer and that Bidco
has received the Takeover Panel's consent to do so;
(d) the making of an announcement by or on behalf of Bidco that
the Acquisition will not proceed or (if an announcement has been
made that Bidco is to proceed with a Takeover Offer) the Takeover
Offer lapsing or being withdrawn;
(e) any competing offer for Attraqt becoming unconditional as to
acceptances (if made as a contractual offer) or becoming effective
(if by way of a scheme of arrangement);
(f) the Takeover Panel announcing that it has released Bidco
from its obligation under the Code to proceed with the Acquisition
or the Takeover Panel confirming to Bidco, its financial advisers
or Kestrel Partners LLP that it has released Bidco from that
obligation;
(g) a majority of the Directors ceasing to recommend on an
unqualified basis that Attraqt Shareholders vote in favour of all
relevant resolutions set out in the notices of meeting in the
Scheme Document or accept the Takeover Offer, as applicable;
(h) Bidco ceasing to be permitted under the Takeover Code to
proceed with the Acquisition; and
(i) the release of an announcement by any person of a firm
intention to make a competing offer under which the value of each
Attraqt Share is, in Kestrel Partners LLP's opinion, at least 10
per cent higher than the value of each Attraqt Share under the
Acquisition.
The irrevocable undertaking from Herald Investment Management
Limited will cease to be binding if:
(a) the Acquisition does not proceed in circumstances where: (i)
an event occurs which means that Bidco is no longer required under
the Code to proceed with the Acquisition, (ii) a Condition has or
may become incapable of being fulfilled and the Takeover Panel
consents to Bidco not proceeding with the Acquisition, or (iii) the
Takeover Panel otherwise consents to Bidco not proceeding with the
Acquisition;
(b) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms and no new, revised or
replacement Scheme or Takeover Offer to implement the Acquisition
has been announced; or
(c) a third party announces a firm intention to make an offer in
respect of Attract in accordance with Rule 2.7 of the Code by no
later than 1.00 p.m. 20 business days after the publication of the
Announcement the value of which is at least 10 per cent. higher
than the value of the consideration offered under the
Acquisition.
The irrevocable undertaking from Ruffer LLP will cease to be
binding if:
(a) Bidco announces, with the consent of the Panel and before
the Scheme Document or offer document is published, that it does
not intend to proceed with the Acquisition and no new, revised or
replacement Scheme or Takeover Offer to implement the Acquisition
is announced in accordance with Rule 2.7 of the Takeover Code
within 10 Business Days of such announcement;
(b) the Scheme (or Takeover Offer, as applicable) lapses or is
withdrawn in accordance with its terms and no new, revised or
replacement Scheme or Takeover Offer to implement the Acquisition
has been announced in accordance with Rule 2.7 of the Code within
10 Business Days of such lapse or withdrawal; or
(c) a third party announces a firm intention to make an offer to
acquire the entire issued and to be issued share ordinary share
capital of the Company in accordance with Rule 2.7 of the Code on
terms which represent an improvement of no less than 10 per cent.
of the value of the consideration offered under the Acquisition and
Bidco does not increase the consideration offered under the
Acquisition to an amount which is greater than the value of
consideration offered pursuant to such competing offer within 10
Business Days of the date of the announcement of the competing
offer.
Letters of intent
Per cent. of Attraqt
Number of Attraqt shares
Name shares in issue
------------------------ ------------------ ---------------------
Hargreave Hale Limited 22,042,820 10.94
Lombard Odier Asset
Management (Europe)
Limited 14,775,006 7.33
Total 36,817,826 18.27
APPIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the recommended offer to be made by Bidco to acquire the entire issued and to be
issued share
capital of Attraqt to be effected by means of the Scheme (or, if Bidco so elects and
subject
to the Takeover Panel's consent, a Takeover Offer) on the terms and subject to the
conditions
set out in the Scheme Document;
Acquisition Price 30 pence per Scheme Share;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules the rules of AIM as set out in the "AIM Rules for Companies" issued by the London
Stock Exchange
from time to time relating to AIM traded securities and the operation of AIM;
Announcement this announcement of the Acquisition made in accordance with Rule 2.7 of the Code;
Attraqt Attraqt Group plc;
Attraqt Board the board of directors of Attraqt from time to time;
Attraqt Directors the directors of Attraqt from time to time;
Attraqt Group Attraqt and its subsidiaries and subsidiary undertakings;
Attraqt Share Plan the "Attraqt Group plc Long Term Incentive Plan" operated by Attraqt;
Attraqt Shares the ordinary shares of GBP0.01 each in the capital of Attraqt;
Attraqt Shareholders the holders of Attraqt Shares;
Authorisations authorisations, orders, recognitions, grants, consents, clearances, confirmations,
certificates,
licences, permissions, determinations, exemptions or approvals;
Bidco Aegean Bidco Limited;
Business Day a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks
are generally
open for normal business in the City of London;
Canaccord Genuity Canaccord Genuity Limited;
Closing Price the closing middle market quotation for an Attraqt Share as derived from the AIM
appendix
to the Daily Official List on that day;
Code the City Code on Takeovers and Mergers;
Combined Group following completion of the Acquisition, the combined group comprising the Crownpeak
Group
and the Attraqt Group;
Companies Act the UK Companies Act 2006, as amended;
Conditions the conditions to the implementation of the Scheme and the Acquisition, which are set
out
in Appendix I to this Announcement and to be set out in the Scheme Document;
Confidentiality Agreement the confidentiality agreement entered into by Crownpeak Technology and Attraqt on 26
August
2022;
Court the High Court of Justice, Chancery Division (Companies Court), in England and Wales;
Court Meeting the meeting (or any adjournment, postponement or reconvention thereof) of the Scheme
Shareholders
(or the relevant class or classes thereof) to be convened by order of the Court
pursuant to
section 896 of the Companies Act to consider and, if thought fit, approve the Scheme
(with
or without modification);
Court Order the order of the Court sanctioning the Scheme;
CREST the relevant system (as defined in the Regulations) in respect of which Euroclear UK
& Ireland
Limited is the Operator (as defined in the Regulations);
Crownpeak Crownpeak Holdings, LLC;
Crownpeak Group Crownpeak and its subsidiaries and subsidiary undertakings;
Crownpeak Technology Crownpeak Technology, Inc.;
Daily Official List the Daily Official List of the London Stock Exchange;
Dealing Disclosure has the same meaning as in Rule 8 of the Code;
Disclosed (i) matters fairly disclosed in the information made available to Bidco (or Bidco's
advisers)
in the data room established by Attraqt for the purposes of the Acquisition; (ii)
information
fairly disclosed in writing by or on behalf of Attraqt to Bidco prior to the date of
this
Announcement in relation to the Acquisition; (iii) information included in the annual
report
and accounts of the Attraqt Group for the financial year ended 31 December 2021; (iv)
information
disclosed in a public announcement to a regulatory news service made by Attraqt prior
to the
date of this Announcement; or (v) disclosed in this Announcement;
Disclosure Table the disclosure table on the Takeover Panel's website ;
Effective in the context of the Acquisition: (a) if the Acquisition is implemented by way of a
Scheme,
the Scheme having become effective in accordance with its terms, upon the delivery of
the
Court Order to the Registrar of Companies; or (b) if the Acquisition is implemented
by way
of a Takeover Offer, the Takeover Offer having been declared or become unconditional
in all
respects in accordance with the requirements of the Code;
Effective Date the date upon which: (a) the Scheme becomes Effective; or (b) if the Acquisition is
implemented
by way of a Takeover Offer, the Takeover Offer becomes Effective;
Equity Commitment Letter the equity commitment letter entered into by Bidco and Karakoram Fund I, L.P. on 29
September
2022;
Excluded Shares (a) any Attraqt Shares legally or beneficially held by Bidco or any member of the
Wider Bidco
Group; or (b) any Treasury Shares;
FCA the UK Financial Conduct Authority or its successor from time to time;
finnCap finnCap Limited;
Forms of Proxy the forms of proxy for use at the Court Meeting and the General Meeting respectively,
which
will accompany the Scheme Document;
FSMA the Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting (or any adjournment, postponement or reconvention thereof) of
Attraqt
Shareholders to be convened in connection with the Scheme;
Governmental Entity any supranational, national, state, municipal, local or foreign government, any
minister or
instrumentality, subdivision, court or tribunal, arbitrator or arbitrator panel,
regulatory
or administrative agency or commission, or other authority thereof, or any regulatory
or quasi-regulatory
organisation or private body exercising any regulatory, taxing, importing or other
governmental
or quasi-governmental authority;
ISIN International Securities Identification Number;
K1 Investment Management K1 Investment Management, LLC
London Stock Exchange London Stock Exchange Group Plc;
Long Stop Date 31 January 2023 or such later date (if any) as Bidco and Attraqt may, with the
consent of
the Takeover Panel, agree and (if required) the Court may allow;
Offer Period the period which commenced on the date of this Announcement and ending on the date on
which
the Acquisition becomes Effective, lapses or is withdrawn (or such other date as the
Takeover
Panel may decide);
Opening Position Disclosure has the same meaning as in Rule 8 of the Code;
Raymond James Raymond James Financial International Limited;
Registrar of Companies the Registrar of Companies of England and Wales;
Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
Resolutions the resolutions to be proposed by Attraqt at the General Meeting in connection with
the Acquisition;
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant risk of
civil,
regulatory or criminal exposure if information concerning the Acquisition is sent or
made
available in that jurisdiction;
RIS a service approved by the London Stock Exchange for the distribution to the public of
announcements
and included within the list maintained on the London Stock Exchange's website;
Sanction Hearing the hearing by the Court to sanction the Scheme and, if such hearing is adjourned,
references
to the commencement of any such hearing shall mean the commencement of the final
adjournment
thereof;
Scheme the proposed scheme of arrangement under Part 26 of the Companies Act to effect the
Acquisition
between Attraqt and the Scheme Shareholders (the full terms of which will be set out
in the
Scheme Document), with or subject to any modification, addition or condition which
Bidco and
Attraqt may agree, and, if required, the Court may approve or impose;
Scheme Document the document to be despatched to (amongst others) Attraqt Shareholders containing,
amongst
other things, the terms and conditions of the Scheme, the notices convening the Court
Meeting
and the General Meeting;
Scheme Record Time the time and date to be specified in the Scheme Document, expected to be 6:00 p.m. on
the
Business Day immediately prior to the Effective Date;
Scheme Shareholders holders of Scheme Shares;
Scheme Shares the Attraqt Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior to the Voting
Record
Time; and
(iii) (if any) issued at or after the Voting Record Time but at or before the Scheme
Record
Time in respect of which the original or any subsequent holder thereof is bound by
the Scheme
or shall by such time have agreed in writing to be bound by the Scheme;
in each case other than any Excluded Shares;
Substantial Interest in relation to an undertaking, a direct or indirect interest of 10 per cent. or more
of the
total voting rights conferred by the equity share capital (as defined in section 548
of the
Companies Act) of such undertaking;
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in
section 974
of the Companies Act 2006, the offer to be made by or on behalf of Bidco to acquire
the entire
issued and to be issued share capital of Attraqt and, where the context requires, any
subsequent
revision, variation, extension or renewal of such offer;
Takeover Panel the UK Panel on Takeovers and Mergers;
Third Party each of a central bank, government or governmental, quasi-governmental,
supranational, statutory,
regulatory, professional or investigative body or authority (including any antitrust
or merger
control authority), court, trade agency, professional association, institution, works
council,
employee representative body or any other similar body or person whatsoever in any
jurisdiction;
Treasury Shares any Attraqt Shares which are for the time being held by Attraqt as treasury shares
(within
the meaning of the Companies Act);
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland;
United States or US the United States of America, its territories and possessions, all areas subject to
its jurisdiction
or any subdivision thereof, any state of the United States of America and the
District of
Columbia;
US Exchange Act the United States Securities Exchange Act of 1934 and the rules and regulations
promulgated
thereunder;
Voting Record Time the date and time specified in the Scheme Document by reference to which entitlements
to vote
on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two
days before
the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the
second
day before the date of such adjourned meeting;
Volume Weighted Average Price the volume weighted average of the per share trading prices of Attraqt Shares on the
London
Stock Exchange as reported through Bloomberg;
Wider Attraqt Group Attraqt, its subsidiary undertakings, associated undertakings and any other
undertaking, body
corporate, partnership, joint venture or person in which Attraqt and/or such
undertakings
(aggregating their interests) have a direct or indirect Substantial Interest or the
equivalent;
Wider Bidco Group Crownpeak, funds managed or advised by K1 Investment Management and their respective
subsidiary
undertakings (including Bidco), associated undertakings and any other body corporate
partnership,
joint venture or person in which Crownpeak and/or such undertakings (aggregating
their interests)
have direct or indirect Substantial Interest or the equivalent (excluding, for the
avoidance
of doubt, any member of the Wider Attraqt Group);
GBP or pence pounds sterling or pence, the lawful currency of the UK; and
$ or USD or dollars dollars, the lawful currency of the United States of America.
In this Announcement:
(a) all times referred to are to London time unless otherwise stated;
(b) references to the singular include the plural and vice
versa, unless the context otherwise requires;
(c) "subsidiary", "subsidiary undertaking" and "undertaking"
have the meanings given by the Companies Act and "associated
undertaking" has the meaning given to it by paragraph 19 of
Schedule 6 of the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 1(b)
thereof which shall be excluded for this purpose; and
(d) all references to statutory provision or law or to any order
or regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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END
OFFFIFSIAEIAFIF
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