iJET International Possible offer for Red24 plc (9069F)

TIDMREDT

RNS Number : 9069F

iJET International

01 August 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

1 August 2016

iJET International Inc. ("iJET")

Possible offer for Red24 plc ("Red24")

iJET notes the announcement by Red24 released today that it is in preliminary discussions with iJET regarding a possible offer for the issued and to be issued ordinary shares of Red24 (the "Possible Offer").

iJET made an approach to the Board of Red24 on 17 June 2016 regarding a Possible Offer at a price of 24 pence in cash per Red24 ordinary share (the "Potential Offer Price").

Red24 shareholders will be entitled to receive and retain the proposed final dividend of 0.3 pence per share in respect of the year ended 31 March 2016, as referred to in Red24's Final Results and Dividend Timetable announcements dated 28 June 2016. However, iJET reserves the right to reduce the Potential Offer Price by the amount of any other dividend (or other distribution) which is paid or becomes payable by Red24 to its shareholders prior to any offer being made or prior to such offer being completed.

iJET also reserves the right to offer a lower price if it were to be recommended by the Red24 Board.

iJET highlights that the Possible Offer does not constitute a firm intention to make an offer under Rule 2.7 of the Code. The announcement of any such firm intention to make an offer by iJET is subject to the satisfaction of a number of pre-conditions, including the completion by iJET of confirmatory due diligence on Red24 and the recommendation of the Board of Red24. iJET reserves the right to waive any of the preconditions to the announcement but notes that there can be no certainty that a formal offer will be made, even if the above pre-conditions are satisfied or waived.

iJET acknowledges that, in accordance with Rule 2.6(a) of the Code, it is required, by not later than 5.00 pm (London time) on 29 August 2016 to announce either a firm intention to make an offer for Red24 in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A further announcement will be made in due course, as appropriate.

Enquiries:

   GCA Altium (Financial Adviser to iJET)                                    Tel: +44 (0) 20 7484 4040

Stephen Georgiadis

Tim Richardson

Dealing 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 paper 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) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 exchanger 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.ijet.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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