REG - Aquis Exchange PLC - Rule 2.9 Announcement

Aquis ExchangeAnnouncement

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RNS Number : 0493P  Aquis Exchange PLC  30 June 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 June 2025

Aquis Exchange Plc

("Aquis" or the "Company")

Rule 2.9 Announcement

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that, as at the date and time of this
announcement, it had 30,891,809 ordinary shares of 10 pence each in issue and
admitted to trading on the Aquis Stock Exchange and on the AIM Market of the
London Stock Exchange. The Company does not hold any shares in treasury.
Therefore, the total number of shares with full voting rights in the Company
at the above date was 30,891,809.

The International Securities Identification Number (ISIN) for the Company's
ordinary shares is GB00BD5JNK30 and the Company's LEI number is
213800IXJSF5E1SIW150.

 

 

 Aquis                                                                  +44 (0) 20 3832 9933
 Alasdair Haynes
 Richard Fisher
 Adele Gilbert

 Evercore (Lead Financial Adviser to Aquis)                             +44 (0)20 7653 6000
 Ollie Clayton
 Ed Banks
 Max Fallstrom
 Harrison George

 Investec (NOMAD, Joint Broker & Joint Financial Adviser to Aquis)      +44 (0) 20 7597 5970
 David Anderson
 St John Hunter

 Canaccord Genuity (Joint Broker to Aquis)                              +44 (0) 20 7523 8000
 Emma Gabriel
 George Grainger

 VSA Capital Limited (AQSE Corporate Adviser to Aquis)                  +44(0)20 3005 5000
 Andrew Raca

 MHP Group (PR adviser to Aquis)                                        +44 (0) 20 3128 8000
 Eleni Menikou
 Lucy Gibbs

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available on the Company's website at
www.aquis.eu/investors/offer-documentation
(http://www.aquis.eu/investors/offer-documentation) .

 

 

 

 

Disclosure requirements of the Takeover 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
tenth 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.

 

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as lead financial
adviser to Aquis and no one else in connection with the matters described in
this Announcement and will not be responsible to anyone other than Aquis for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Evercore in connection with this Announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by the Financial
Services and Markets Act 2000 and successor legislation, or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any of its
affiliates accepts any responsibility or liability whatsoever for the contents
of this Announcement, and no representation, express or implied, is made by
it, or purported to be made on its behalf, in relation to the contents of this
Announcement, including its accuracy, completeness or verification of any
other statement made or purported to be made by it, or on its behalf, in
connection with Aquis or the matters described in this Announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement contained
herein.

 

Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for Aquis and no one
else in connection with the subject matter of this announcement and will not
be responsible to anyone other than Aquis for providing the protections
afforded to the clients of Investec, or for providing advice in connection
with the subject matter of this announcement. Neither Investec nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Investec in connection with the with the subject matter of this announcement,
any statement contained herein or otherwise.

 

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Aquis
and no-one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Aquis for providing the
protections afforded to clients of Canaccord Genuity nor for providing advice
in relation to the subject matter of this announcement. Neither Canaccord
Genuity nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with this announcement, any statement
contained herein or otherwise.

 

VSA Capital Limited ("VSA Capital"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Aquis and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Aquis for providing the protections afforded
to clients of VSA Capital nor for providing advice in relation to the subject
matter of this announcement. Neither VSA Capital nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of VSA Capital in connection with this
announcement, any statement contained herein or otherwise.

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