TIDMHDT
RNS Number : 9807U
Holders Technology PLC
29 November 2023
29 November 2023
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 OF
SUCH JURISDICTION.
Holders Technology plc
("Holders Technology", the "Group" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
Tender Offer to purchase up to 2,256,765 Ordinary Shares at 43p
per Ordinary Share
Re-Registration as a private limited company
and
Notice of General Meeting
Holders Technology (AIM:HDT) announces that a circular (the
"Circular") will be sent to Shareholders later today detailing the
following proposals:
-- the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing");
-- a tender offer, closing at 1.00 p.m. on 20 December 2023 (the
"Closing Date"), for up to 2,256,765 Ordinary Shares, representing
approximately 53 per cent. of the Company's issued share capital
being the Ordinary Shares that the Concert Party are not currently
interested in, at 43 pence per Ordinary Share (the "Tender Offer");
and
-- re-registration as a private limited company (the
"Re-Registration") (together the De-Listing, Tender Offer and
Re-Registration are the "Proposals").
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Circular.
The Circular sets out the terms of the Tender Offer and
incorporates a notice of a General Meeting. A Proxy Form and Tender
Form for use by Shareholders who hold their Ordinary Shares in
certificated form in connection with the General Meeting and Tender
Offer, respectively, are also being despatched with the
Circular.
The Tender Offer is conditional on the Acceptance Condition
being satisfied, that is, receipt of valid tenders in respect of at
least 289,367 Ordinary Shares. The 289,367 Ordinary Shares
represent approximately 6.85 per cent. of the issued ordinary share
capital of the Company. If the Acceptance Condition is satisfied by
1.00 p.m. on the Closing Date, the Concert Party would hold more
than 50 per cent. of the issued ordinary share capital of the
Company following completion of the Tender Offer.
The Panel has confirmed that any buy-back by the Company of
Ordinary Shares, pursuant to its existing authorities, at or below
the Tender Offer Price following the date of this Circular but
prior to the Closing Date shall, for the purposes of satisfaction
of the Acceptance Condition, be treated as if validly tendered
under the Tender Offer. The Company reserves the right, if approved
by the Independent Directors, to make such purchases during the
Tender Offer period.
Background
The Board has undertaken a thorough review of the benefits and
drawbacks to the Company retaining its admission to trading on AIM.
For the reasons outlined below, the Board is of the view that the
legal and regulatory burden, as well as the costs associated with
maintaining the Company's admission to trading on AIM, outweigh the
benefits of a public quotation.
In the Company's half year report for the six months ended 31
May 2023, released on 16 August 2023, the Company announced that
its trading performance had been disappointing due to the generally
adverse economic climate resulting in weak customer demand. As
confirmed by the interim results this resulted in a loss for the
Company during the six-month period ended 31 May 2023. In response
to this the Group reduced its cost base by implementing a number of
measures, including a reduction in headcount and temporary
reductions in employee salaries, as well as reductions in the
Directors' salaries. These steps taken by the Board have helped to
improve the Group's financial performance in the second half of the
year.
Trading has improved in the second half of the year, in line
with the Group's trading performance in previous years,
particularly as December (being the first month in the Company's
financial year) is typically a weaker trading month. The Board
however remains cautious moving into December 2023 and the next
financial year as the difficult economic climate continues to
adversely impact the Company's manufacturing customers across both
the PCB and lighting markets, as well as continuing to cause
project delays and cancellations.
The Directors are mindful in particular that some of the
reductions in the cost base were temporary, such as the agreement
of the Directors and other staff to reduce their salaries. These
benefits will not therefore accrue to the business indefinitely.
The Directors believe that reducing the Company's cost base by
De-Listing and re-registering as a private limited company will
provide permanent cost savings that will over the longer term
improve the financial position and resilience of the Company during
uncertain market conditions.
The Board is aware that not all Shareholders will be able or
willing to continue to own Ordinary Shares following the
De-Listing. The Tender Offer therefore provides shareholders a
means to realise their investment in the Company for cash at 43
pence per Ordinary Share, representing a premium of approximately
10.26 per cent. to the closing share price on the Latest
Practicable Date, and a premium of approximately 12.88 per cent to
the volume weighted average closing share price over the 30 day
period ended on the Latest Practicable Date. The Tender Offer will
be financed from the Company's existing cash resources. The Concert
Party has irrevocably undertaken not to accept the Tender Offer in
respect of 1,967,399 Ordinary Shares, which will free up the
Company's cash resources to afford the other Shareholders the
opportunity to tender their entire interest in the Ordinary Shares
for cash should they so choose.
De-Listing
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the intention to cancel the
admission of Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules, the De-Listing can only
be effected by the Company after securing a special resolution of
Shareholders in a general meeting (being not less than 75 per cent.
of the votes cast).
The Proposals seek (amongst other matters) the approval of
Shareholders for the De-Listing. Assuming that the De-Listing
resolution is approved, the earliest date that the De-Listing could
take place is 8.00 a.m. on 8 January 2024.
Tender Offer
The Board is aware that not all Shareholders will be able or
willing to continue to own Ordinary Shares following the
De-Listing. The Tender Offer therefore provides shareholders a
means to realise their investment in the Company for cash at 43
pence per Ordinary Share, representing a premium of approximately
10.26 per cent. to the closing share price on the Latest
Practicable Date, and a premium of approximately 12.88 per cent to
the volume weighted average closing share price over the 30 day
period ended on the Latest Practicable Date.
Under the Tender Offer, SP Angel will purchase up to 2,256,765
Ordinary Shares (representing approximately 53.43 per cent. of the
Company's voting rights) from Qualifying Shareholders at 43 pence
per Ordinary Share. The Tender Offer Price represents:
-- a premium of approximately 10.26 per cent. over the closing
mid-market price of an Ordinary Share on 28 November 2023, being
the Latest Practicable Date; and
-- a premium of approximately 12.88 per cent to the volume
weighted average closing share price over the 30 day period ended
on 28 November 2023, being the Latest Practicable Date.
Circumstances in which the Tender Offer may not proceed
There can be no guarantee that the Tender Offer will take place.
The Tender Offer is conditional on the passing of the Tender Offer
Resolution (to give effect to the terms of the Tender Offer) at the
General Meeting by the requisite majority. The Tender Offer is also
conditional on receipt of valid tenders in respect of at least
289,367 Ordinary Shares (representing approximately 6.85 per cent.
Of the issued ordinary share capital of the Company as at the
Latest Practicable Date and 12.82 per cent. Of the issued ordinary
share capital of the Company (excluding the Concert Party Shares)
as at the Latest Practicable Date) by 1.00 p.m. on the Closing
Date, so that the Concert Party will exercise more than 50 per
cent. of the voting rights in the Company following completion of
the Tender Offer and the cancellation of the Ordinary Shares
repurchased thereunder, in order to satisfy the Acceptance
Condition. The Tender Offer is further conditional on various other
conditions specified in the Tender Offer Deed.
If the Tender Offer does not occur for any reason, Qualifying
Shareholders will not receive the Tender Offer Price for each of
their Ordinary Shares under the Tender Offer.
The Concert Party
Rudolf Weinreich, Victoria Blaisdell, Irene Weinreich and Amanda
Stavri are all close relatives and are therefore presumed to be
"acting in concert" for the purposes of the Takeover Code
(together, the "Concert Party"). In order to provide Shareholders
the ability to realise their holding in full as part of the Tender
Offer, each member of the Concert Party has entered into
irrevocable undertakings not to tender 1,967,399 Ordinary Shares in
respect of their aggregated personal interests. The current
holdings of the Concert Party, directly or through their close
families and related trusts, are as follows:
Name Number of Ordinary Percentage of Percentage of
Shares the Company's the Company's
existing issued total Voting
share capital Rights
Rudolf Weinreich 1,578,026(1) 37.36 37.36
------------------- ----------------- ---------------
Irene Weinreich 12,976(2) 0.31 0.31
------------------- ----------------- ---------------
Rudolf Weinreich
and Irene Weinreich(3) 260,000 6.16 6.16
------------------- ----------------- ---------------
Victoria Blaisdell 83,244(4) 1.97 1.97
------------------- ----------------- ---------------
Amanda Stavri 33,153(5) 0.78 0.78
------------------- ----------------- ---------------
TOTAL 1,967,399 46.57% 46.57%
------------------- ----------------- ---------------
Notes
1. 1,463,026 shares are held directly, 3,000 shares are held in
a Barclayshare ISA and the remaining 112,000 shares are held in the
Holders (RW) Pension Scheme via AJ Bell.
2. All 12,976 shares are held in a Barclayshare ISA.
3. 260,000 shares are held in the Rudolf Weinreich 1999
Settlement of which Rudi and Irene Weinreich are trustees. Rudolf
Weinreich, Victoria Blaisdell, Amanda Stavri and Paul Weinreich are
beneficiaries.
4. 49,142 shares are held via AJ Bell and 34,102 shares are held via Barclays.
5. 2,202 shares are held directly and 30,951 shares are held in a Barclayshare ISA.
Irrevocable Undertakings
The Company has received irrevocable undertakings from each
member of the Concert Party:
-- to vote in favour of the Resolutions, equating to
approximately 46.57 per cent. of the Company's voting rights as at
the Latest Practicable Date; and
-- not to participate in the Tender Offer with respect to any of
their Ordinary Shares held, equating to approximately 46.57 per
cent. of the Company's voting rights as at the Latest Practicable
Date.
The Company has also received an irrevocable undertaking from
David Mahony, being the only Independent Director who holds
Ordinary Shares, to vote in favour of the Resolutions and to
participate in the Tender Offer with respect to all of his 20,000
Ordinary Shares held, equating to approximately 0.473 per cent. of
the Company's voting rights as at the Latest Practicable Date.
Notice of General Meeting
Implementation of the Proposals, including the Tender Offer, is
conditional, inter alia, upon all of the Proposals being passed at
the GM to be held at 11.00 a.m. on 15 December 2023 at the offices
of Fasken Martineau LLP 6th Floor, 100 Liverpool Street, London,
EC2M 2AT.
Recommendations by the Independent Directors
Under the rules of the Takeover Code, the Independent Directors
are required to obtain independent financial advice on the terms of
the Tender Offer and to make known to Shareholders the substance of
such advice and their own opinion on the Tender Offer. The
Independent Directors believe that the following points should be
taken into account by Shareholders when considering whether to
retain their Ordinary Shares or accept the Tender Offer.
The Company has benefitted from improved trading and cost
savings in the second half of the year. However, the Company
remains cautious regarding the ongoing adverse economic conditions
and any further impact this may have. The De-Listing and
Re-Registration will enable the Company to further reduce its cost
base and reduce the management time and the regulatory burden
associated with maintaining the Company's admission to trading on
AIM. The Company is not of a scale to attract sufficient interest
from institutional and other investors and therefore it is
difficult to create a more liquid market for its shares to
effectively or economically utilise its quotation. Furthermore, the
Company has not utilised its listing on AIM to raise fresh capital
or issue paper consideration to fund acquisitions.
The Tender Offer Price represents a premium of approximately
10.26 per cent. to the Company's closing share price on 28 November
2023 (being the Latest Practicable Date) and a premium of
approximately 12.88 per cent to the volume weighted average closing
share price over the 30 day period ended on the Latest Practicable
Date.
The Company has not received any takeover approaches over the
last twelve-month period and the Board believes that it is unlikely
that the Company would receive any offers that represent a greater
premium to the Company's closing share price on 28 November 2023
(being the Last Practicable Date) than that of the Tender Offer
Price. As such, the Independent Directors believe that the
De-Listing and Re-Registration is in the best interests of
Shareholders. The Independent Directors unanimously recommend that
you vote in favour of the De-Listing and Re-Registration, and the
Tender Offer to be conducted by SP Angel and subsequent repurchase
by the Company under the Repurchase Agreement, as David Mahony
(being the only Independent Director who is also a Shareholder),
intends to do, in relation to his holding of 20,000 Ordinary
Shares, representing approximately 0.473 per cent. of the Ordinary
Shares currently in issue.
Shareholders should note that if they vote in favour of the
Tender Offer Resolution at the General Meeting, they are not
obligated to accept the Tender Offer for their Ordinary Shares. The
Company intends to implement a Matched Bargain Facility after the
De-Listing and so Shareholders will continue to have an opportunity
to trade their Ordinary Shares, although it is possible that the
liquidity and marketability of the Ordinary Shares will, in the
future, be more constrained than at present and the value of such
shares may be adversely affected as a consequence.
The Company will fund the Tender Offer from its existing cash
resources. Dependent on the level of take-up of the Tender Offer,
the Company's balance sheet could be materially impacted due to the
reduction of the cash position. In order to mitigate any impact on
the Company's cash position, the Company has arranged an unsecured,
interest-bearing, repayable on demand (after 6 months), loan
facility of up to GBP300,000 with Rudolf Weinreich to secure its
working capital position. The loan facility is subject to the
Tender Offer Resolution and the De-Listing Resolution being passed
at the General Meeting and there being no third-party debt facility
available to the Company .
The Independent Directors consider that the Tender Offer Price
allows Qualifying Shareholders the opportunity to exit their
investments in the near term should they wish to do so, whilst
ensuring the Company has sufficient funds to finance its ongoing
operations.
Upon De-Listing, the Company would no longer be subject to, and
its Shareholders would consequently lose the protections afforded
by, certain corporate governance regulations which apply to the
Company currently. In particular, the Company would no longer be
subject to the AIM Rules, the Disclosure and Transparency Rules and
the Market Abuse Regulation.
Subject to satisfaction of the Acceptance Condition, the Concert
Party will on completion of the Tender Offer and Repurchase,
legally and beneficially own in excess of 50 per cent. of the
issued share capital and voting rights in the Company. As a result,
the Concert Party will be able to pass or defeat any ordinary
resolution of the Company requiring a simple majority of those
attending and voting in person or by proxy at the meeting,
including, amongst other things the election of directors and
authorising the directors to allot equity securities. In addition,
dependent on the level of take up under the Tender Offer, the
Concert Party may legally and beneficially own in excess of 75 per
cent. of the issued share capital and voting rights in the Company.
Should this occur, the Concert Party will be able to pass or defeat
any special resolution of the Company.
There can be no guarantee that, after the Tender Offer closes at
1.00 p.m. on 20 December 2023 (or at such later time as specified
in an announcement of any extension to the Tender Offer period
through a Regulatory Information Service), the board of the Company
would be prepared to make a subsequent tender offer to acquire any
Ordinary Shares, or that the Concert Party would be prepared to
make any offer to acquire any Ordinary Shares in which it does not
already have an interest. Nor can there be any guarantee as to the
price of any such tender offer by the Company or potential offer by
the Concert Party.
Accordingly, any Shareholder who does not accept the Tender
Offer may find it difficult to sell their Ordinary Shares after the
Tender Offer closes and the De-Listing takes effect,
notwithstanding that the Company intends to make arrangements for
the Matched Bargain Facility to be put in place. Shareholders will
also not receive regular information from the Company, and will not
benefit from regulatory compliance with governance procedures
(other than under the Companies Act 2006) and will not enjoy the
protections afforded by the AIM Rules. Furthermore, there is no
guarantee that the Company or any other purchaser would be willing
to buy Ordinary Shares after the Tender Offer has closed.
In the opinion of the Independent Directors, Shareholders should
carefully consider their own individual circumstances in deciding
whether or not to accept the Tender Offer. In the absence of any
immediate prospect to sell their Ordinary Shares once the Tender
Offer closes and the De-Listing has occurred, Shareholders should
balance their desire for a cash realisation now or in the immediate
foreseeable future, against the prospect of remaining a shareholder
in a private company, with a reduced level of disclosure and
corporate governance protections that this affords them.
The Independent Directors, who have been so advised by SP Angel
as to the financial terms of the Tender Offer, consider the terms
of the Tender Offer to be fair and reasonable. In providing advice
to the Independent Directors, SP Angel has taken into account the
commercial assessments of the Independent Directors, including the
market conditions and prospects for the Company and the illiquidity
of the trading in the Company's ordinary shares on AIM.
Accordingly, the Independent Directors unanimously recommend that
Shareholders approve all three Resolutions and consider to tender,
or procure the tender, of their Ordinary Shares in the Tender
Offer, as David Mahony (being the only Independent Director who is
a Shareholder) intends to do, or procure to be done, in respect of
his own beneficial holding of 20,000 Ordinary Shares, representing
approximately 0.473 per cent. of the Company's voting rights as at
the Latest Practicable Date.
Shareholders who anticipate greater value in the Ordinary Shares
in the future whilst recognising and being willing to accept the
prospect of remaining invested in an unlisted company controlled by
the Concert Party, may decide not to accept the Tender Offer.
Notwithstanding the Independent Directors' recommendation above,
Shareholders should only make a decision as to whether to tender
all or any of their Ordinary Shares based on, among other things,
their view of the Company's prospects and their own individual
circumstances, including their tax position and are recommended to
seek advice from their duly authorised independent advisers.
If Shareholders are in any doubt about the action that they wish
to take in respect of the Tender Offer, they should consult an
independent financial adviser without delay.
Related Party Transaction
Rudolf Weinreich has agreed to make an unsecured GBP300,000 loan
facility available to the Company ("RW Facility") subject to the
Tender Offer Resolution and the De-Listing Resolution being passed
at the General Meeting and there being no third-party debt facility
available to the Company. Interest will accrue on the loan at 2%
per annum and the loan will be repayable on demand (after six
months). There are no penalties for early termination of the loan
facility.
The Company's acceptance of the RW Facility, subject to the
Tender Offer Resolution and the De-Listing Resolution being passed
at the General Meeting and there being no third-party debt facility
available to the Company, is deemed a related party transaction
under the AIM Rules for Companies. The Directors of the Company,
each of whom is independent of Rudolf Weinreich for the purposes of
the RW Facility, consider, having consulted with SP Angel, the
Company's Nominated Adviser, that the terms of the RW Facility are
fair and reasonable insofar as the Company's shareholders are
concerned.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of proposed Tender Offer, De-Listing 29 November 2023
and Re-Registration, posting of the Circular,
Proxy Form and Tender Form to Shareholders
Tender Offer opens 29 November 2023
Latest date for receipt of Proxy Form (to 11.00 a.m. on 13
be received no later than 48 hours before December 2023
the General Meeting)
Voting Record Date for the General Meeting 6.00 p.m. on 13
December 2023
General Meeting(1) 11.00 a.m. on 15
December 2023
Announcement of the result of the General 15 December 2023
Meeting
Latest time and date for receipt of Tender 1.00 p.m. on 20
Forms and TTE Instructions in relation to December 2023
the Tender Offer (i.e. close of Tender Offer)
Closing Date(2)
1.00 p.m. on 20
December 2023
Record Date for Tender Offer 6.00 p.m. on 20
December 2023
Announcement of results of the Tender Offer 21 December 2023
by SP Angel and the Company
Tender Offer declared unconditional ("Unconditional 22 December 2023
Date"), expected purchase of Ordinary Shares
under the Tender Offer and completion of
the repurchase from SP Angel
CREST accounts credited in respect of Tender by 5 January 2024
Offer proceeds for uncertificated Ordinary
Shares
Cheques despatched in respect of Tender Offer by 5 January 2024
proceeds for certificated Ordinary Shares
Despatch of share certificates in respect by 5 January 2024
of any revised holdings of Ordinary Shares
following the Tender Offer, and any Ordinary
Shares held in CREST not tendered pursuant
to the Tender Offer
Earliest date for De-Listing / Cancellation
of admission of Ordinary Shares from AIM 8.00 a.m. on 8 January
2024
Earliest date for filing Re-Registration
at Companies House 8 January 2024
If any of the above times and/or dates change, the revised times
and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service.
All times are references to London time.
All events in the above timetable following the General Meeting
that relate to (i) the Tender Offer are conditional, inter alia,
upon the approval of the Tender Offer Resolution and (ii) the
De-Listing are conditional, inter alia, upon the approval of the
De-Listing Resolution. The Resolution to approve the Tender Offer
requires the approval of not less than 50 per cent. of the votes
cast by Shareholders in person or by proxy at the General Meeting
and the Resolutions to approve the De-Listing and the
Re-Registration each require the approval of not less than 75 per
cent. of the votes cast by Shareholders in person or by proxy at
the General Meeting.
Notes
1. The timetable assumes that there is no adjournment of the
General Meeting or extension(s) of the Closing Date. If there is an
adjournment of the General Meeting or extension(s) of the Closing
Date, all subsequent dates are likely to be later than those
shown.
2. This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in Part 2 of the Circular.
If the Acceptance Condition is satisfied, the Tender Offer will
remain open for acceptance for at least 14 days after the Tender
Offer is declared unconditional, which may extend the Closing Date
and therefore the time by which Qualifying Shareholders who have
not tendered their Ordinary Shares in the Tender Offer may do so if
they wish.
3. Subject to and following the Tender Offer becoming
unconditional, settlement of the consideration to which any
Qualifying Shareholder is entitled pursuant to valid tenders
accepted by SP Angel will be made (i) in the case of acceptances of
the Tender Offer received, valid and complete in all respects, by
the Unconditional Date, within 14 days of the Unconditional Date;
or (ii) in the case of acceptances of the Tender Offer received,
valid and complete in all respects, after such date but while the
Tender Offer remains open for acceptance as referred to in Note 2
above, within 14 days of the date on which the 14 day period
referred to in Note 2 above expires.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR. Upon publication
of this announcement, the inside information is now considered to
be in the public domain for the purposes of MAR.
For further information, contact:
Holders Technology plc 01896 758781
Rudi Weinreich, Executive Chairman
Victoria Blaisdell, Group Managing Director
Mehul Shah, Group Finance Director
Website www.holderstechnology.com
SP Angel Corporate Finance LLP (Financial Adviser, 020 3470
Nominated Adviser and Broker) 0470
Matthew Johnson/Harry Davies-Ball, Corporate Finance
Abigail Wayne, Corporate Broking
Important Notices
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated by the FCA, is acting as nominated adviser
and broker to the Company for the purposes of the AIM Rules.
Persons receiving this announcement should note that SP Angel is
acting exclusively for the Company and no one else and will not be
responsible to anyone, other than the Company, for providing the
protections afforded to customers of SP Angel or for advising any
other person on the transactions and arrangements described in this
announcement. SP Angel makes no representation or warranty, express
or implied, as to the contents of this announcement and SP Angel
does not accept any liability whatsoever for the accuracy of or
opinions contained (or for the omission of any material
information) in this announcement and shall not be responsible for
the contents of this announcement. Nothing in this paragraph shall
serve to exclude or limit any responsibilities which SP Angel may
have under FSMA or the regulatory regime established
thereunder.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain documentation which will contain the full terms
and conditions of any offer (if made), including details of how
such offer may be accepted. This announcement has been prepared in
accordance with English law and the Code and information disclosed
may not be the same as that which would have been prepared in
accordance with laws outside the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of the
relevant jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth and strategies. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows and return on capital of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; and general economic
conditions.
Forward-looking statements contained in this announcement based
on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules, Prospectus
Rules, the Disclosure and Transparency Rules or other applicable
legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those for the preceding
financial periods of the Company.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement has been prepared in
accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read
this entire announcement and the Circular, including Part 2. The
financial information relating to the Company, which is available
for review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, SP Angel or any of their
respective affiliates, may make certain purchases of, or
arrangements to purchase, Ordinary Shares outside the United States
during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares
effected by SP Angel acting as market maker in the Ordinary Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK and the United States and, if required, will be reported via
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
Disclosure Requirements of the Takeover 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, 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.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Company's website at
www.holderstechnology.com by no later than 12 noon (London time) on
30 November 2023. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 28 November 2023, Holders confirms that it had in issue
4,224,164 ordinary shares of 10 pence each, each ordinary share
carrying one vote. Accordingly, the total number of voting rights
in the Company is 4,224,164. The International Securities
Identification Number ("ISIN") for the Company's Ordinary Shares on
AIM is GB0004312350.
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END
TENPPGCGGUPWPWR
(END) Dow Jones Newswires
November 29, 2023 02:00 ET (07:00 GMT)
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