REG - Checkit PLC - Intention not to make an offer for Crimson Tide

CheckitAnnouncement

26/06/2024 07:00

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RNS Number : 8595T  Checkit PLC  26 June 2024

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 THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

26 June 2024

 

Checkit plc

("Checkit", the "Company" or the "Group")

 

Statement of intention not to make an offer for Crimson Tide plc

Further to the announcement made by the Company on 4 June 2024 in connection
with a possible all-share offer for Crimson Tide plc and the subsequent
announcements made by Crimson Tide on 5 June 2024 and 21 June 2024, the
Checkit Board confirms that it does not intend to make an offer to acquire
Crimson Tide. Accordingly, except with the consent of the Takeover Panel,
Checkit, and any person acting in concert with Checkit, is bound by the
restrictions under Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Checkit, and any person acting in
concert with Checkit, reserves the right to set aside the restrictions in Rule
2.8 of the Code and announce an offer or possible offer for Crimson Tide, or
make or participate in an offer or possible offer for Crimson Tide, and/or
take any other action otherwise precluded under Rule 2.8 of the Code within
six months of the date of this announcement in the following circumstances:

I.     with the agreement or recommendation of the Crimson Tide Board;

II.    following the announcement of a firm intention to make an offer for
Crimson Tide, by or on behalf of a third party;

III.   following the announcement by Crimson Tide of a Rule 9 waiver
proposal (as described in Note 1 of the Notes on Dispensations from Rule 9) or
a reverse takeover (as defined in the Code); and/or

IV.  if there has been a material change of circumstances (as determined by
the Takeover Panel).

The individual responsible for releasing this announcement is Kit Kyte, Chief
Executive Officer of Checkit.

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement of the Possible Offer made at 07.00
a.m. on 4 June 2024.

Enquiries:

 Checkit plc                                                +44 (0) 1223 643313
 www.checkit.net
 Kit Kyte (Chief Executive Officer)
 Greg Price (Chief Financial and Operations Officer)

 Singer Capital Markets (Nominated Adviser & Broker)        +44 (0) 20 7496 3000
 Shaun Dobson / Peter Steel / James Fischer

 Tavistock (Financial PR)                                   +44 (0) 20 7920 3150
 Lulu Bridges / Simon Hudson / Katie Hopkins                Checkit@tavistock.co.uk

 Yellowstone Advisory (Investor Relations)                  +44 (0) 203 951 8907
 Alex Schlich                                               alex@yellowstoneadvisory.com

 

 

Important Information

Singer Capital Markets Advisory LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Checkit and no-one else in connection with the Possible Offer and will not be
responsible to anyone other than Checkit or providing the protections afforded
to clients of Checkit or for providing advice in relation to the Possible
Offer or any other matter referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an 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, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, distribution
or publication of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Crimson Tide who
are not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Crimson Tide who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on Checkit's website at www.checkit.net by no
later than 12 noon (London time) on the business day following the date of
this announcement. For the avoidance of doubt, the content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.

 

 

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