TIDMPHD
RNS Number : 6131B
PROACTIS Holdings PLC
11 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Proactis Holdings PLC
Update re: Recommended Acquisition of Proactis
Proactis Holdings PLC ("Proactis", or the "Company"), the
business spend management solution provider, draws shareholders'
attention to the announcement (the "Rule 2.7 Announcement") made
today by Cafe Bidco Limited ("Bidco"), a newly incorporated company
to be indirectly owned by joint offerors: (i) investment funds
advised and managed by Pollen Street Capital Limited; and (ii)
investment funds advised and managed by DBAY Advisors Limited
("DBAY") (the "Joint Offerors"), in relation to a recommended
acquisition for the entire issued and to be issued share capital of
the Company, other than ordinary shares of 10 pence each in
Proactis owned or controlled by funds advised and managed by DBAY
("Acquisition").
The Rule 2.7 Announcement constitutes an update to the
announcement released on 30 April 2021 regarding an offer for
Proactis (the "Original Offer"). In light of the Acquisition and
with effect from the release of the Rule 2.7 Announcement, and with
the consent of the Panel and the Company's directors (the
"Directors"), Bidco has withdrawn the Original Offer and,
accordingly, the Directors have withdrawn their recommendation of
the Original Offer.
In accordance with Rule 26.1 of the Takeover Code, a copy of the
Rule 2.7 Announcement will be made available, subject to certain
restrictions relating to persons resident in certain restricted
jurisdictions (details of which can be found in the Rule 2.7
Announcement), on the Company's website at
https://www.proactis.com/uk/investors/ by no later than 12 noon
(London time) on the first business day following the date of this
announcement (for the avoidance of doubt, neither the contents of
this website nor any website accessible from hyperlinks is
incorporated into or forms part of this announcement).
For further information, please contact:
Proactis Holdings PLC
Tim Sykes, Chief Executive Officer 01937 545070 investorcontact@proactis.com
Richard Hughes, Chief Financial Officer
finnCap Ltd
Carl Holmes/Henrik Persson/Emily Watts/Fergus
Sullivan - Corporate Finance
Andrew Burdis/Richard Chambers - ECM 0207 220 0500
Alma PR 020 3405 0205
Hilary Buchanan, Sam Modlin, David Ison Proactis@almapr.co.uk
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Proactis as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Proactis for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Proactis
confirms that, as at [10] June 2021 (being the last Business Day
prior to this announcement), it had in issue 95,532,628 ordinary
shares of 10 pence each (excluding shares held in treasury). The
ISIN for the ordinary shares is GB00B13GSS58.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 p.m. (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10(th) 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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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 p.m. (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.
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END
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June 11, 2021 02:11 ET (06:11 GMT)
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