PROACTIS Holdings PLC Filing of Tender Offer for Hubwoo (1997C)
January 18 2018 - 2:00AM
UK Regulatory
TIDMPHD
RNS Number : 1997C
PROACTIS Holdings PLC
18 January 2018
18 January 2018
PROACTIS Holdings PLC
Announcement Regarding Filing of Tender Offer for Hubwoo
PROACTIS Holdings PLC ("PROACTIS", the "Group" or the
"Company"), the specialist Spend Control software provider,
announces that following the acquisition of Perfect Commerce, LLC
and a decision to undertake a mandatory tender offer (the "Tender
Offer") rather than seek a waiver of that obligation, following
discussions with the French Authorité des Marchés Financiers
("AMF"), the Company (through its wholly owned subsidiary Perfect
Commerce S.A.) filed a tender offer for the remaining issued share
capital of Hubwoo S.A. ("Hubwoo"), the 79 per cent. owned
subsidiary of the Company's wholly owned subsidiary Perfect
Commerce S.A., at a price of EUR0.20 per Hubwoo share, on 17
January 2018.
The Tender Offer is now subject to clearance by the AMF and,
should that clearance be given, it is expected that the Tender
Offer documentation will be published on or around 7 February 2018,
with the Tender Offer expected to be open to Hubwoo shareholders
for the 10 (ten) trading day period from 8 February 2018 to 21
February 2018. The final results of the Tender Offer are expected
to be announced on or around 28 February 2018. However, this
indicative timetable remains subject to the date of the AMF's
clearance decision.
Subject to the above, the Tender Offer is expected to be
conducted by Perfect Commerce S.A. at a price of EUR0.20 per Hubwoo
share, with the maximum consideration payable for all outstanding
Hubwoo shares being approximately EUR5.6 million (excluding fees
and related expenses), payable through the Company's existing cash
resources.
The Company reserves the right to request that Euronext Paris
delist the Hubwoo shares from the Euronext Paris market. The
delisting would be subject to the rules of the Euronext Paris
market and the veto right of the AMF. Euronext Paris may accept
such a request only if the liquidity of the Hubwoo shares is
materially reduced after the closing of the Tender Offer, so that
the course of action would be deemed to be in the best interest of
the Euronext Paris market.
A further announcement will be made in due course.
The announcement made by Hubwoo states:
"Suresnes - January 17(th) 2018 -PROACTIS (the indirect majority
shareholder (78.95%) of Hubwoo and Hubwoo announce today the
filing, by the company Perfect Commerce S.A., of a tender offer for
the remaining issued share capital of Hubwoo (Euronext : HBW.NX) at
0.20EUR a share, representing a premium of 25% to the mid-market
closing price of 0,16EUR on October 18, 2017, being the last
practicable day prior to the filing. Hubwoo is a Procure-to-Pay
software and services company headquartered in Paris, France.
This tender offer is being conducted as a consequence of the
acquisition by PROACTIS of Perfect Commerce LLC ("Perfect
Commerce"), and is filed in accordance with the provisions of
Article 234-2 of the AMF General Regulation.
At its meeting on January, 12(th) , 2018, Hubwoo's Board of
Directors, unanimously delivered, notably based on the fairness
opinion of the Independent Expert issued by the firm Farthouat
Finance in accordance with the article 261-1-I-1deg of AMF General
Regulation, an opinion in favour of the tender offer. The offer is
still subject to clearance by the French Autorité des Marchés
Financiers (the "AMF").
PROACTIS, intends to continue the operations of and the
development of Hubwoo, in line with Hubwoo's current activities and
strategy.
Shareholders are reminded that the outcome of the proposed
public tender offer will not modify the control of Hubwoo, as
PROACTIS is already the indirect controlling shareholder of
Hubwoo.
PROACTIS is a United Kingdom-based group listed on AIM, a market
operated by the London Stock Exchange plc and is a specialist spend
control solution provider.
The trading suspension of the Hubwoo shares will continue until
further notice.
For the purpose of the filing of the tender offer, PROACTIS is
advised by Banque Delubac & Cie acting as the presenting bank
and Euroland Corporate acting as adviser.
Important Disclaimer
This press release does not constitute an offer and should not
be construed as constituting any form of solicitation for the
purchase or sale of securities in the United States or any other
country. This press release is not for distribution in countries
other than France. The distribution of this press release, the
offer and the acceptance of the offer may be, in certain countries,
subject to special regulations. Consequently, persons in possession
of this press release are required to ascertain the local
restrictions which may apply, and to comply with them. PROACTIS and
Hubwoo disclaim any liability for any violation of such
restrictions by any person."
Enquiries:
PROACTIS Holdings PLC
Tim Sykes, Chief Financial Via Redleaf Communications
Officer
Redleaf Communications
Elisabeth Cowell
Fiona Norman 0207 382 4730
finnCap Limited
Carl Holmes/Emily Watts -
Corporate Finance
Stephen Norcross - Corporate
Broking 0207 220 0500
Notes to Editors:
PROACTIS creates, sells and maintains specialist software which
enables organisations to streamline, control and monitor all
internal and external expenditure, other than payroll. PROACTIS is
used in approximately 1,000 organisations around the world from the
commercial, public and not-for-profit sectors.
PROACTIS is head quartered in London and floated on the AIM
market of the London Stock Exchange in June 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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