REG - ADVFN PLC - Strategic review and formal sales process

ADVFNAnnouncement

13/01/2022 07:00

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RNS Number : 2740Y  ADVFN PLC  13 January 2022

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

THIS IS AN ANNOUNCEMENT UNDER RULES 2.4 and 2.6 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

13 January 2022

ADVFN plc

("ADVFN" or the "Company")

 

Strategic Review, Formal Sale Process and Commencement of Offer Period
("Strategic Review")

 

The Board of ADVFN plc (the "Board") has noted several recent announcements of
significant shareholdings and the Board is concerned that control may be being
sought by long-standing group of shareholders whose total interests may not be
aligned with shareholders as a whole.  Furthermore, the Board believes that
the Company, having reached a stage of reported profitability, has valuable
assets which could well be of interest to a number of parties.

 

As the Board believes that the currently tightly held and illiquid nature of
its ordinary shares may represent an impediment to achieving a correct
valuation in the market, the Board has been considering the options for the
Company with its advisers. The Board wishes to maximise value for all
existing shareholders and has now determined to undertake a formal review of
the Company's strategic options.

 

These options include, but are not limited to, a sale of the Company itself
which the Board intends to conduct under the framework of a "formal sale
process" in accordance with Rules 2.4 and 2.6 of the Takeover Code. As the
Company is currently cash generative, the Board does not anticipate any new
funding requirements. The Strategic Review is therefore solely aimed at
creating and/or realising shareholder value.

 

The Board is unanimous in its support for the Strategic Review and has
appointed Beaumont Cornish Limited and Throgmorton Street Capital as its
financial advisers. Parties with a potential interest in making a proposal
should contact Throgmorton Street Capital, whose details are set out further
below.

Further announcements regarding timings and procedures for the formal sale
process ("Process") and any additional appointments to assist with this
process, particularly overseas, will be made as appropriate. The Company is
not currently in any discussions with any potential offeror relating to an
acquisition of the issued and to be issued share capital of the Company.

 

Shareholders are advised that there can be no certainty that any offer(s) will
be made, nor as to the terms of any offer, and thus whether any offer will be
completed. The Board reserves the right to alter any aspect of the Process or
to terminate it at any time and will make further announcements as
appropriate.

 

The Board also reserves the right to reject any approach or terminate
discussions with any interested party or participant at any time.

Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code

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 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), for so long as it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Takeover Code, which will
prohibit any form of inducement fee or other offer-related arrangement, and
that the Company, although it may do so in the future, has not at this stage
requested any dispensation from this prohibition under Note 2 of Rule 21.2.
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 summarised below will apply.

This announcement is not an announcement of a firm intention to make an offer
under Rule 2.7 of the Takeover Code and there can be no certainty that an
offer will be made, nor as to the terms on which any offer will be made.

Beaumont Cornish limited ("BCL"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as nominated adviser and financial
adviser to ADVFN and for no one else in connection with any matter referred to
in this announcement and will not be responsible to anyone other than ADVFN
for providing the protections afforded to its clients nor for providing advice
in relation to any matters set out in this Announcement.

Throgmorton Street Capital ("TSC"), a trading name of All IPO PLC which is
authorised and regulated in the United Kingdom by the FCA, is acting as a
Broker and financial adviser to ADVFN and for no one else in connection with
any matter referred to in this announcement and will not be responsible to
anyone other than ADVFN for providing the protections afforded to its clients
nor for providing advice in relation to any matters set out in this
Announcement.

 

Rule 2.9

In accordance with Rule 2.9 of the Code, ADVFN confirms that it has in issue
26,115,319 ordinary shares of 0.2p each in the capital of the Company
("Ordinary Shares") admitted to trading on the AIM Market of the London Stock
Exchange. The International Securities Identification Number for ADVFN
Ordinary Shares is GB00BPT24C10.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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.

MAR

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014, as it forms part of UK Domestic Law
by virtue of the European Union (Withdrawal) Act 2018 and is disclosed in
accordance with the Company's obligations under Article 17 of MAR. Upon the
publication of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.  The person
who arranged for the release of this announcement on behalf of the Company was
Clem Chambers, Director.

Publication on Website

A copy of this announcement will be made available at www.advfnplc.com no
later than 12:00 noon (London time) on 14 January 2022 (being the business day
following the date of this announcement) in accordance with Rule 26.1 of the
Takeover Code. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

Forward-looking Statements

This announcement contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All statements
other than statements of historical fact are forward-looking statements. They
are based on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking statements
can be identified by the use of a date in the future or forward-looking words
such as "plans", "expects", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", "believes",
"targets", "aims", "projects" or words or terms of similar substance or the
negative of those terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations or events that are beyond the Company's
control.

Forward-looking statements include statements regarding the intentions,
beliefs or current expectations of the Company concerning, without limitation,
future revenues, economic performance, financial condition, and future
prospects.

Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause the actual results,
performance or achievements of ADVFN to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements.

Neither ADVFN nor any of its Directors, officers or advisers provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this document will
actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this document.

Other than in accordance with its legal or regulatory obligations (including
under the AIM Rules and the Disclosure Guidance and Transparency Rules), ADVFN
is not under any obligation and ADVFN expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

No Offer or Solicitation

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction. Any offer (if made)
will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of how such
offer may be accepted. This announcement has been prepared in accordance with
English law and the Takeover Code, and information disclosed may not be the
same as that which would have been prepared in accordance with laws outside of
the United Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may be restricted
by laws of the relevant jurisdictions, and therefore persons into whose
possession this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the restrictions
may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or
representation to the future. This announcement includes certain statements,
estimates and projections provided by the Company in relation to the Company's
anticipated future performance. Such statements, estimates and projections are
based on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No representations or
warranties are made by any person as to the accuracy of such statements,
estimates or projections.

Enquiries:

 

Parties with a potential interest in making a proposal should contact
Shivantha Thambirajah

at Throgmorton Street Capital at 28 Ongar Business Centre, The Gables, Fyfield
Road, Ongar, Essex CM5 0GA, Telephone: +44 (0)203 0112 309
Email: info@throgmortonstreetcapital.com
(mailto:info@throgmortonstreetcapital.com)

 

For further information please contact:

 

 ADVFN PLC                                                           +44 20 3868 670203

 Clem Chambers

 Beaumont Cornish Limited (Nominated Adviser and Financial Adviser)

 www.beaumontcornish.com (http://www.beaumontcornish.com)
 Roland Cornish/Michael Cornish                                      +44 (0) 207 628 3396

 Throgmorton Street Capital (Broker and Financial Adviser)
 Shivantha Thambirajah                                               +44 (0)203 0112 309

 

ENDS

 

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