TIDMCYK
RNS Number : 2386A
Cykel AI PLC
19 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE TAKEOVER CODE
(CODE) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
19 January 2024
Rule 2.4 announcement - possible offer by Mustang of Cykel
Mustang Energy PLC (Mustang or MUST) and Cykel AI plc (Cykel)
are pleased to announce that they have entered into a non-binding
heads of terms for Mustang to acquire the entire issued share
capital of Cykel, a company incorporated in England and Wales which
is listed on the Aquis Stock Exchange Growth Market (AQSE: CYK), on
the basis of 1.844 new Mustang share for each Cykel share. This
ratio has been calculated on the basis of a valuation of
GBP1,000,000 of MUST, and a valuation of Cykel at c GBP19.22
million based on a ten day volume weighted average price (VWAP) up
to 7 November 2023, being the date of the non-binding head of terms
(Proposed Acquisition).
A draft prospectus has been filed with the Financial Conduct
Authority (FCA) and it is in the FCA review process. It is
currently expected that should the Proposed Acquisition proceed to
completion, subject to FCA approval the prospectus will be
published during Q2 2024.
Subject to completion of the Proposed Acquisition, Mustang is
seeking to rely upon the transitional provisions made by the
changes to the Listing Rules by the FCA (effective as of 3 December
2021), and is not required to have a minimum market capitalisation
of GBP30 million.
The Proposed Acquisition
The Proposed Acquisition, if completed, will constitute a
reverse takeover under the Listing Rules since it will, inter alia,
result in a fundamental change in the business of Mustang. The
Proposed Acquisition will be governed by the Code and it will be
effected by means of a court-approved scheme of arrangement under
Part 26 of the Companies Act.
The Proposed Acquisition if made is conditional upon
satisfaction or waiver (where relevant) of certain conditions,
including the satisfactory completion by each of the parties of
financial, legal and commercial due diligence.
It will also be conditional on:
-- a scheme of arrangement being approved by the requisite
percentage of Cykel's shareholders and being sanctioned by the High
Court of Justice in England and Wales ;
-- each of Mustang and Cykel obtaining the necessary
shareholder, third-party and regulatory approvals;
-- publication of a prospectus and readmission of the enlarged
share capital of Mustang to listing on the standard listing segment
of the Official List of the FCA and to trading on London Stock
Exchange plc's main market for listed securities (Admission);
and
-- concurrent with Admission, the de-listing of Cykel's shares
from the Access Segment of the Aquis Stock Exchange Growth
Market.
There can be no certainty that an offer will ultimately be made
for Cykel even if the pre-conditions referred to above are
satisfied or waived. A further announcement will be made in due
course.
Following this announcement, Cykel is now considered to be in an
"offer period" as defined in the Code, and the dealing disclosure
requirements listed below will apply. In accordance with Rule
2.6(a) of the Code, Mustang must, by not later than 5.00pm (London
time) on 15 February 2024, either announce a firm intention to make
an offer, subject to conditions or pre-conditions if relevant, for
Cykel in accordance with Rule 2.7 of the Code or announce that
Mustang does not intend to make an offer for Cykel, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.
This announcement has been made with the consent of both Mustang
and Cykel.
The individuals responsible for releasing this announcement are
Dean Gallegos (Mustang) and Nicholas Lyth (Cykel).
Enquiries:
Mustang Energy PLC
-----------------------------------------------
Dean Gallegos dg@mustangplc.com
+61 416 220 007
------------------ ---------------------------
Guild Financial Advisory Limited
-----------------------------------------------
Ross Andrews Ross.Andrews@guildfin.co.uk
+447973839767
------------------ ---------------------------
Cykel AI PLC
-----------------------------------------------
Jonathan Bixby Via First Sentinel
------------------ ---------------------------
Capital Plus Partners
-----------------------------------------------
Dominic Berger dpb@capplus.co.uk
+44 (0) 20 3821 6167
------------------ ---------------------------
First Sentinel (Corporate Adviser)
-----------------------------------------------
Brian Stockbridge brian@first-sentinel.com
+44 (0) 20 3855 5551
------------------ ---------------------------
Clear Capital Markets (Broker)
-----------------------------------------------
Bob Roberts +44 (0) 20 3869 6080
------------------ ---------------------------
Guild Financial Advisory Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Mustang and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than Mustang for providing the protections afforded to clients of
Guild Financial Advisory Limited or for giving advice in relation
to such matters.
Capital Plus Partners Limited , which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for Cykel and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than
Cykel for providing the protections afforded to clients of Capital
Plus Partners Limited or for giving advice in relation to such
matters.
Mustang LEI Number: 213800QEO6L6JAS62H02
Cykel LEI Number: 9845003CB9FEA73A3E09
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 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.
Relevant securities in issue
In accordance with Rule 2.9 of the Code:
- Mustang confirms that, as at the date of this announcement, it
had 12,161,966 ordinary shares of 0.1 pence each in issue. The ISIN
reference number for these securities is GB00BJ9MHH56.
- Cykel confirms that, as at the date of this announcement, it
had 205,183,350 ordinary shares of 0.1 pence each in issue. The
ISIN reference number for these securities is GB00BPTJZN05.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at Mustang 's website,
www.mustangplc.com , and Cykel's website, www.cykel.ai , by no
later than 12 noon (London time) on 22 January 2024. The content of
the websites 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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
NEXUKUORSAUAARR
(END) Dow Jones Newswires
January 19, 2024 03:00 ET (08:00 GMT)