The Company announces that following the receipt of interest in the Company it has decided to conduct a formal review of the various strategic options available to the Company to maximise value for shareholders.
These options include, but are not limited to, the potential sale of the Company or the sale of one or more of the Company’s assets. To facilitate discussions with interested parties the Company announces the commencement of a “formal sale process” as set out by The Takeover Code.
The Board has appointed England & Company, LLC (“England & Company”) and Goodbody Stockbrokers UC (“Goodbody”) as Joint Financial Advisers. Parties with a possible interest in submitting an indication of interest should contact England & Company or Goodbody at the contact details set out below.
The Company confirms that, at the time of this announcement, it is in discussions with a number of parties regarding a potential sale of the Company.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process or the sale of one or more of the Company’s assets will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code, for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an “offer period” as defined in the Takeover Code, and the dealing disclosure requirements set out below will apply.
Any party wishing to participate in the formal sale process or the sale of one or more of the Company’s assets should contact England & Company or Goodbody (contact details as set out below). Any interested party, will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. Following execution of such an agreement, the Company intends to provide interested parties with information on the Company, following which, such parties will be invited to submit an indication of interest to the Company. The Company expects to receive such indications of interest by 5.00 pm (London time) on 15 May 2020.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate it at any time and will make further announcements when appropriate. The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
Shareholders are advised this is not a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any offers will be made as a result of the formal sale process, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.
A further announcement will be made as and when appropriate and in light of the above, the Company is now expected to provide a trading update with preliminary year-end revenue and cash balances next week.
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