Further to the announcement on 5 May 2022, and this morning’s announcement of the recommended cash offer by Rainforest Bidco Limited (“Bidco”) a company indirectly controlled by funds managed by Hg Pooled Management Limited (“Hg”).
The Board of Ideagen confirms that it remains in discussions with Astorg and that Astorg has been granted access to due diligence.
There can be no certainty that a firm offer will be made by Astorg, nor as to the terms of any such offer. Further announcements will be made in due course.
Ben Dorks, Chief Executive Officer
Emma Hayes, Chief Financial Officer
+44 (0) 1629 699 100
About Ideagen plc
Ideagen’s software helps companies comply with regulation and manage risk.
Ideagen is a leader in the +$30 billion regulatory and compliance software market, serving highly regulated industries such as life sciences, healthcare, banking and finance and insurance.
More than 8,000 customers use Ideagen’s software, including leading accounting and pharmaceutical firms.
Ideagen has a diversified customer base including blue-chip, global brands such as Heineken, British Airways, Aggreko, Bank of New York and Johnson Matthey.
Ideagen is headquartered in the UK, listed on the London Stock Exchange AIM market (Ticker: IDEA.L), and has key hubs in the UK, USA, Middle East and South-East Asia. For further information please visit www.ideagen.com.
Publication on a website
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available on Ideagen’s website ( www.ideagen.com ) by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.
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.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Ideagen and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ideagen for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the contents of this announcement or any other matter referred to herein.
Canaccord Genuity Limited (“Canaccord Genuity”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ideagen and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ideagen for providing the protections offered to clients of Canaccord Genuity or for providing advice in relation to the contents of this announcement or any matters referred to herein.
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