TIDMPHD
RNS Number : 9464G
PROACTIS Holdings PLC
29 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE OR
THE TERMS ON WHICH SUCH AN OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Proactis Holdings PLC
Approach Prompts Review of Options under FSP
Proactis Holdings PLC ("Proactis", the "Group" or the
"Company"), the global spend management and B2B eCommerce solution
provider, announces that it has received a preliminary unsolicited
approach from a US-based investor with regard to an offer for the
Company and a number of preliminary unsolicited expressions of
interest from other parties.
The Board of Proactis confirms its confidence in the prospects
and position of the Company as an independent business and the
Board is continuing to execute the strategy set out at the time of
the interim results for the six months ended 31 January 2019 (as
announced on 29 April 2019) which reflects the conclusions of its
operational review. Notwithstanding this confidence, the Board
believes that it is important to all the Group's stakeholders to
explore the strategic options that these expressions of interest
could present.
The Board has therefore resolved to facilitate a review of these
expressions of interest by taking advantage of the dispensations
available from certain provisions of the Code in commencing a
"formal sales process" (as described in the Code) and has appointed
finnCap Ltd ("finnCap") as its financial adviser with regard to
this process. Parties with an interest in participating in the
process should contact finnCap on the contact details set out
below.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such
that any interested party participating in the process will not be
required to be publicly identified as a result of this announcement
(subject to note 3 to Rule 2.2 of the Code) and will not be subject
to the 28 day deadline referred to in Rule 2.6(a) of the Code, for
so long as it is participating in the process. Following this
announcement, the Company is now considered to be in an "offer
period" as defined in the Code and, amongst other provisions, the
dealing disclosure requirements set out below will apply.
Any party wishing to participate in the process will be required
to enter into a non-disclosure agreement ("NDA") with the Company
on terms satisfactory to the Board and on the same terms, in all
material respects, as other interested parties and to make a
written submission to express the basis of their interest ("EOI")
before being permitted to participate in the process. Following
execution of the NDA and the receipt by the Company of the EOI, the
Company intends to undertake its own procedures as to establish the
credibility of such parties and their commitment to the Group's
wider stakeholder group, after which the Group may provide
interested parties with preliminary information on the Company,
following which such parties may be invited to submit further
proposals to the Company.
The Board reserves the right to alter any aspect of the process
as outlined above or to terminate it at any time and will make
further announcements when appropriate. The Board reserves the
right to reject any approach or terminate discussions with any
interested party or participant at any time (without liability to
any person).
At this early stage, there can be no certainty that any offer
will be forthcoming or the terms of any such offer.
Further announcements will be made as and when appropriate.
For further information, please contact:
Proactis Holdings PLC 01937 545070 x1115
Tim Sykes, Chief Executive Officer investorcontact@Proactis.com
finnCap Ltd
Stuart Andrews/Henrik Persson/Carl Holmes/Simon
Hicks - Corporate Finance
Andrew Burdis/Richard Chambers - ECM 0207 220 0500
Alma PR
Rebecca Sanders-Hewett, Hilary Buchanan, Sam 020 3405 0205
Modlin Proactis@almapr.co.uk
finnCap Ltd which is regulated in the United Kingdom by The
Financial Conduct Authority is acting for the Company in relation
to the matters described in this announcement and is not advising
any other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of finnCap or for providing advice in relation to the
matters described in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Tim Sykes, Chief Executive
Officer.
Rule 2.9
In accordance with Rule 2.9 of the Code, Proactis confirms that
it has in issue 95,218,796 ordinary shares of 10 pence each in the
capital of the Company ("Ordinary Shares") and admitted to trading
on the AIM Market of the London Stock Exchange. The International
Securities Identification Number for Proactis Ordinary Shares is
GB00B13GSS58.
Rule 26.1
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
www.proactis.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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