TIDMREDT
RNS Number : 0611G
Red24 PLC
03 August 2016
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 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 FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
03 August 2016
Response to iJet International Inc
The Board of Red24 Plc ("Red24") makes the following statement
ahead of its AGM today:
Red24 notes the announcement released yesterday by iJet
International Inc. ("iJet") regarding a possible offer for the
entire issued and to be issued share capital of Red24 (the
"Possible Offer") at 24 pence in cash per ordinary share of 1 pence
each in the capital of Red24 ("Ordinary Shares" and "Potential
Offer Price").
The Board responded to the letter from iJet dated 17 June 2016
on 22 June 2016, and notes that iJet and Red24 are complementary
businesses. The Board is still engaged in discussions with iJet and
strongly advises shareholders to take no action at this time. The
Board would like to emphasise that these discussions are at a
preliminary stage and that there can be no assurances that any
offer will be made nor as to the terms on which any offer would be
made.
As previously notified, in accordance with Rule 2.6(a) of the
Code, iJet must, by not later than 5.00 p.m. on 29 August 2016,
either announce 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.
The relevant deadline will cease to apply to iJet if another
offeror announces, prior to the relevant deadline, a firm intention
to make an offer for Red24. In such circumstances, iJet will be
required to clarify its intentions in accordance with Rule 2.6(d)
of the Takeover Code.
The attention of shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
This statement has been made without the prior consent of
iJet.
Further announcements will be made as and when appropriate.
Enquiries:
Red24 plc Tel: 0203 291
2424
Simon Richards, Chairman
Maldwyn Worsley-Tonks, Chief Executive
Officer
finnCap Tel: 0207 220
0500
Julian Blunt, James Thompson Corporate
Finance
Alice Lane, Corporate Broking
Yellow Jersey PR Ltd Tel: 07768 534641
Philip Ranger, Aidan Stanley
About Red24
Red24 is a crisis assistance company that provides a range of
security and business support services, offering preventative and
reactive advice to help organisations and individuals to avoid or
manage security and business risks to themselves, their families
and their businesses. Its products and services are distributed
through leading international financial service companies.
Disclosure requirements of the Takeover Code (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.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.Red24plc.com by no later than 12 noon
(London time) on 04 August 2016, being the date following the date
of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
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, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of any offer to
shareholders of Red24 who are 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 or shareholders of Red24 who are not
resident in the United Kingdom will need to inform themselves
about, and observe, any applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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