TIDMRTHM TIDMTAP
RNS Number : 0687R
RhythmOne PLC
25 February 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596/2014). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
25 FEBRUARY 2019
FOR IMMEDIATE RELEASE
RECOMMED OFFER
for
RhythmOne plc
by
Taptica International Ltd
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act
Publication of Scheme Document
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
On 4 February 2019, the boards of RhythmOne plc ("RhythmOne")
and Taptica International Ltd ("Taptica") announced that they had
reached agreement on the terms of a recommended cash acquisition by
which the entire issued and to be issued ordinary share capital of
RhythmOne will be acquired by Taptica (the "Acquisition"). The
Acquisition is to be effected by means of a Court approved scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
RhythmOne is pleased to announce that the scheme document
containing the full terms and conditions of the Acquisition, a
notice of a meeting of the shareholders of RhythmOne convened by
the Court to approve the Scheme (the "Court Meeting") and a notice
of a general meeting of RhythmOne (the "General Meeting") (the
"Scheme Document"), together with Forms of Proxy relating to the
Court Meeting and the General Meeting, are being published today
and sent to RhythmOne Shareholders and, for information only, to
persons with information rights.
The Scheme Document, which sets out amongst other things, a
letter from the Chairman of RhythmOne, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an indicative timetable of
principal events, notices of the required meetings and details of
the action to be taken by RhythmOne Shareholders, will be made
available on RhythmOne's website at
https://investor.rhythmone.com/legal_notice up to and including the
Effective Date. The contents of this website are not incorporated
into, and do not form part of, this announcement.
The directors of RhythmOne (the "RhythmOne Directors"), who have
been so advised by Whitman Howard as to the financial terms of the
Acquisition, consider the proposals described in the Scheme
Document to be fair and reasonable and in the best interests of
RhythmOne and the shareholders of RhythmOne (the "RhythmOne
Shareholders") as a whole. In providing advice to the RhythmOne
Directors, Whitman Howard has taken into account the commercial
assessments of the RhythmOne Directors. Whitman Howard is providing
independent financial advice to the RhythmOne Directors for the
purposes of Rule 3.1 of the Takeover Code.
Accordingly, the RhythmOne Directors have unanimously agreed to
recommend that RhythmOne Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and in favour of the
resolution at the General Meeting, and Mr Eric Singer (being a
RhythmOne Director who holds shares in RhythmOne ("RhythmOne
Shares")), and his related interests have irrevocably undertaken to
do so in respect of their beneficial holding of 4,057,323 RhythmOne
Shares, representing approximately 5.16 per cent. of the existing
ordinary share capital of RhythmOne. Mr John Mutch (being a
RhythmOne Director who holds RhythmOne shares) has also irrevocably
undertaken to do so in respect of his own beneficial holding of
15,294 RhythmOne Shares, representing approximately 0.02 per cent.
of the existing ordinary share capital of RhythmOne.
Notices of Court Meeting and General Meeting
As described in the Scheme Document, to become effective the
Scheme will require, amongst other things, the approval of
RhythmOne Shareholders at the Court Meeting, the passing of the
Resolution at the General Meeting and the subsequent sanction of
the Court. The Scheme is also subject to the satisfaction or waiver
of certain conditions and further terms that are set out in the
Scheme Document.
Notices of the Court Meeting and the General Meeting, which will
be held at the offices of Pillsbury Winthrop Shaw Pittman LLP,
Tower 42, Level 21, 25 Old Broad Street, London EC2N 1HQ on 22
March 2019, are set out in the Scheme Document. The Court Meeting
will commence at 10.00 a.m. (London time) and the General Meeting
at 10.15 a.m. (London time) (or, if later, as soon as the Court
Meeting has concluded or been adjourned).
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to obtaining the approval of
RhythmOne Shareholders at the Court Meeting and the General
Meeting, the sanction of the Court and the satisfaction or, where
applicable, waiver of the other conditions (as set out in part 3 of
the Scheme Document), the Scheme is expected to become effective on
1 April 2019.
If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service and any such announcement will be made
available on RhythmOne's website at
https://investor.rhythmone.com/legal_notice
If the Scheme is approved as outlined above, it is expected that
RhythmOne Shares will be delisted from AIM by 7:00 a.m. (UK time)
on 2 April 2019.
The Directors of RhythmOne accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
For further information please contact:
RhythmOne plc IR@rhythmone.com
Mark Bonney
Whitman Howard Limited Tel: +44 (0) 20
Financial Adviser and Broker to RhythmOne 7659 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 26 February 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, RhythmOne announces
that, as at the date of this announcement, it has 78,652,306
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 RhythmOne.
The International Securities Identification Number (ISIN) for
RhythmOne's ordinary shares is GB00BYW0RC64.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme. All times shown are London times.
All dates and times are based on Taptica's and RhythmOne's current
expectations and are subject to change. If any of the dates and /
or times in this expected timetable change, the revised dates and /
or times will be notified through a Regulatory Information Service,
with such announcement being made available on RhythmOne's website
at https://investor.rhythmone.com/legal_notice
Event Time/date
Voting Record Time for the Court Meeting and
the RhythmOne
General
Meeting.................................................................................... 6:00 p.m. on 20 March
..... 2019
------------------------
Court
Meeting.................................................................................... 10:00 a.m. on 22 March
....... 2019
------------------------
RhythmOne General Meeting.................................................................. 10:15 a.m. on 22 March
2019
------------------------
Last day of dealings in, and for registration 29 March 2019
of transfers of, and
disablement in CREST of, RhythmOne Shares.........................................
------------------------
Court Hearing to sanction the Scheme...................................................... 29 March 2019
------------------------
Scheme Record 6:00 p.m. on 29 March
Time................................................................................ 2019
------------------------
Effective Date of the
Scheme.................................................................. 1 April 2019
------------------------
Delisting of RhythmOne Shares 7:00 a.m. on 2 April
................................................................ 2019
------------------------
Admission of the New Taptica Shares to trading 8:00 a.m. on 2 April
on AIM.................................. 2019
------------------------
New Taptica Shares issued to RhythmOne Shareholders by 8:00 a.m. on 2 April
........................ 2019
------------------------
CREST accounts of RhythmOne Shareholders to
be credited with New Taptica
Shares.....................................................................................
...... 2 April 2019
------------------------
Despatch of share certificates in respect of Within 14 days of the
New Taptica Shares.............. Effective Date
------------------------
Long Stop Date
......................................................................................... 30 April 2019
------------------------
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
OUPGMGZZRKDGLZM
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