On 19 July 2021, All Active Asset Capital Limited (“AAA”) announced a possible offer for the entire issued and to be issued share capital of Audioboom (the “Possible Offer”).
This announcement stated that, in accordance with Rule 2.6(a) of the Code, AAA was required, by not later than 5.00 p.m. (London time) on 16 August 2021 to do one of the following: (i) announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code; or (ii) announce that it does not intend to make an offer for Audioboom, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
On 22 July 2021, Audioboom published an initial response rejecting the Possible Offer as a result of the concerns of the Independent Directors of Audioboom* in relation to the valuation of Audioboom implied by the Possible Offer, its structure, including the majority of consideration being in the form of unlisted ordinary shares of AAA, and the limited information on which to assess the strategic rationale for such a combination.
On 12 August 2021, a meeting was held between Audioboom, AAA and their respective advisers during which Audioboom was informed that a number of substantial initiatives were being pursued by AAA, which its board expects to be in a position to announce by 10 September 2021 at the latest. Based on the information provided to it, the Independent Directors of Audioboom have concluded that AAA is actively seeking to address their concerns and that it is currently in the best interests of Audioboom shareholders to allow discussions to continue.
The Board of Audioboom therefore requested and the Panel on Takeovers and Mergers (the “Panel”) consented to an extension to the deadline by which AAA must either announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. The revised deadline, which will be further extended only with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code, expires at 5.00 p.m. UK time on 13 September 2021.
There can be no certainty that any offer will be made or as to its terms.
This announcement is being made with the consent of AAA.
Disclosure of shareholdings and dealings
The attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
A further announcement will be made as and when appropriate.
* The independent directors of Audioboom are deemed to comprise Mike Tobin, Roger Maddock, Stuart Last and Brad Clarke. Steven Smith is not considered independent for the purposes of the Possible Offer due to his relationship with Candy Ventures SARL which has signed an irrevocable undertaking in relation to the Possible Offer.
For further information, please contact:
Audioboom Group plc
Stuart Last, Chief Executive Officer
Brad Clarke, Chief Financial Officer
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