TIDMTAP TIDMRTHM
RNS Number : 5114O
Taptica International Ltd
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.
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
Please be advised that the following announcement was originally
published at 7.01hrs today under RNS code 47180, but is being
reissued to facilitate display on third party vendor screens. All
content remains unchanged.
Taptica International Ltd
("Taptica")
Possible Offer for RhythmOne Plc
Taptica (AIM: TAP) notes the announcement earlier today by
RhythmOne Plc (AIM:RTHM) and confirms that the two companies are in
advanced discussions regarding an all-share merger of the two
companies (the "Merger"). 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.
The Merger is intended to be structured as an acquisition of
RhythmOne by Taptica and the terms of the combination are intended
to be set such that Taptica will issue 16 new Taptica shares for
each 19 RhythmOne shares held by RhythmOne shareholders. On this
basis, following the Merger and on an illustrative basis, existing
Taptica shareholders will hold approximately 50.1 per cent. and
RhythmOne shareholders would come to hold approximately 49.9 per
cent. respectively of the Enlarged Group (sources and bases
information are set out below).
It is important to note that this is an announcement of a
possible offer pursuant to Rule 2.4 of the Code and accordingly
there can be no certainty that any offer for RhythmOne will be made
by Taptica.
If any dividend or other distribution is announced, declared,
made, paid or becomes payable on or after the date of this
announcement, Taptica has reserved the right to reduce the
consideration payable in respect of each RhythmOne share by the
amount of all or part of any such dividend or other
distribution.
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 persons with interests in securities representing more
than 1 per cent. of Taptica's relevant securities.
Taptica will make further announcements in due course as and if
it may be appropriate.
For further information please contact:
Taptica +972 3 545 3900
Yaniv Carmi, Chief Financial Officer
Rivi Bloch, Interim Chief Executive
Officer
finnCap - Nomad and Broker +44 20 7220 0500
Corporate Finance: Jonny Franklin Adams,
Henrik Persson, James Thompson, Hannah
Boros
Corporate Broking: Tim Redfern
Vigo Communications (PR)
Jeremy Garcia
Antonia Pollock
Charlie Neish +44 20 7390 0230
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.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the United Kingdom by the FCA, is acting for the Company and for no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap or for providing advice in relation to the contents of this
announcement, or any other matters referred to in this
announcement.
Sources and bases of information
The exchange ratio of 16 new Taptica shares for each 19
RhythmOne shares set out above is based on 68,521,997 Taptica
shares in issue and a fully diluted share capital of RhythmOne of
80,947,880, in each case as of 29 January 2019, being the last
practicable date before release 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 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.
Rule 2.9
Taptica confirms in accordance with Rule 2.9 of the Code that,
as at the close of business of 29 January 2019, it had in issue
68,521,997 ordinary shares carrying one vote each and admitted to
trading on AIM (excluding 8,143,337 ordinary shares classified as
dormant shares under Israeli Companies Law). The International
Securities Identification Number for Taptica's ordinary shares is
IL0011320343.
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.tapticainternational.com/investors. 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 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
OFDDBLBXKFFXBBE
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