TIDMRTHM TIDMTAP
RNS Number : 4709O
RhythmOne PLC
30 January 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE 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 ACCORDINGLY THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY OFFER WILL
BE MADE.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
RhythmOne plc ("RhythmOne")
Possible Offer for RhythmOne by Taptica
RhythmOne (AIM: RHTM) confirms, further to press speculation in
this regard, that it is in advanced discussions with Taptica
International Limited ("Taptica") regarding a potential all-share
offer for RhythmOne by Taptica. The combination of the two
businesses (the "Enlarged Group") would create one of the leading
video advertising companies in the US, delivering significant
economies of scale, product offering, revenue synergies and supply
chains to compete with the industry leaders, in an industry where
scale of offering is key.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Code and accordingly there can
be no certainty that any offer will be made or as to the terms on
which any offer will be made.
Rule 2.6(a) of the Code requires that Taptica, by no later than
5.00 p.m. on 26 February 2019, being the 28th day following the
date of this announcement, either announces a firm intention to
make an offer for RhythmOne in accordance with Rule 2.7 of the Code
or announces 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.
Investors should note the further disclosures required by the
Code set out below, and in particular, that disclosures are
required by holders of more than 1 per cent. of RhythmOne's or
Taptica's issued share capital (whether held directly or
indirectly).
RhythmOne and Taptica will make further announcements in due
course as appropriate.
This announcement has been made with the consent of Taptica.
For further information please contact:
RhythmOne plc IR@rhythmone.com
Mark Bonney
Whitman Howard Limited Tel: +44 (0) 20 7659
Financial Adviser and Broker to RhythmOne 1234
Nick Lovering / Christopher Furness
=====================
Grant Thornton UK LLP
Nominated Adviser to RhythmOne
Philip Secrett/Jen Clarke +44 (0)20 7383 5100
=====================
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
Whitman Howard Limited ("Whitman Howard"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as financial adviser and Broker to RhythmOne
and for no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than RhythmOne for providing the
protections afforded to clients of Whitman Howard, or for providing
advice in connection with the possible offer for RhythmOne or any
other matters referred to herein.
Grant Thornton UK LLP ("Grant Thornton"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting as nominated adviser to RhythmOne and for
no-one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than RhythmOne for providing the
protections afforded to clients of Grant Thornton, or for providing
advice in connection with the possible offer for RhythmOne or any
other matters referred to herein.
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 disclose 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.
Publication of this announcement
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, at https://investor.rhythmone.com/ as soon as
possible and, in any event, by no later than 12 noon (London time)
on 31 January 2019.
The contents of RhythmOne's website are not incorporated into
and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of RhythmOne at IR@rhythmone.com.
You may also request that all future documents, announcements
and information to be sent to you in relation to the offer should
be in hard copy form.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, the Company announces
that, as at the date of this announcement, it has 78,636,522
ordinary shares of 10 pence each in issue and admitted to trading
on the AIM Market of the London Stock Exchange. There are no
Treasury shares in the Company.
The International Securities Identification Number (ISIN) for
the Company's ordinary shares is GB00BYW0RC64.
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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