REG - Checkit PLC Crimson Tide PLC - Publication of Circular

Crimson TideAnnouncement

20/02/2025 07:15

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RNS Number : 7755X  Checkit PLC  20 February 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 THAT JURISDICTION.

 

 

20 February 2025

 

Recommended Merger

 

of

 

Crimson Tide plc ("Crimson Tide") with Checkit plc ("Checkit")

to be effected by way of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE CHECKIT CIRCULAR AND

IRREVOCABLE UNDERTAKINGS

 

On 11 February 2025, the boards of Checkit and Crimson Tide announced that
they had reached agreement on the terms of a recommended all-share merger
pursuant to which Checkit will acquire the entire issued and to be issued
share capital of Crimson Tide. The Merger is to be effected by means of a
Court-sanctioned scheme of arrangement between Crimson Tide and Crimson Tide
Scheme Shareholders under Part 26 of the Act.

 

Under the terms of the Merger, Crimson Tide Shareholders will be entitled to
receive 6 New Checkit Shares in exchange for each Crimson Tide Share. The
Checkit Board is required to seek the approval of Checkit Shareholders for the
requisite authorities and powers to issue and allot such New Checkit Shares at
the Checkit General Meeting.

 

Further to the announcement made by Crimson Tide today, Checkit confirms that
the Checkit Circular, along with the notice of the Checkit General Meeting,
will today be posted and made available to Checkit Shareholders. The Scheme
Document is also being published and made available today on Checkit's website
at info.checkit.net/recommendedoff (https://info.checkit.net/recommendedoffer)
er (https://info.checkit.net/recommendedoffer) and on Crimson Tide's website
at crimsontide.co.uk/offer (https://crimsontide.co.uk/offer) .

 

The Checkit General Meeting is expected to be held at 10.00 a.m. on 19 March
2025, at Riverbank House, 2 Swan Lane, London, EC4R 3TT.

 

The Checkit Directors consider the Merger to be in the best interests of
Checkit and Checkit Shareholders as a whole and unanimously recommend that
Checkit Shareholders vote (or procure the vote) in favour of the Checkit
Resolution to be proposed at the Checkit General Meeting, as each of the
Checkit Directors has irrevocably undertaken to do (or procure to be done) in
respect of their own interests in Checkit Shares (and those of their connected
persons) amounting to, in aggregate, 21,966,976 Checkit Shares, representing
approximately 20.34 per cent. of the issued share capital of Checkit as at the
Last Practicable Date.

 

Further details of the irrevocable undertakings provided by the Checkit
Directors are at the end of this announcement. Capitalised terms used in this
announcement have the same meanings as set out in the Checkit Circular.

 

Enquiries:

 

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

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

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

 Crimson Tide plc                                                                +44 1892 542444
 www.CrimsonTide.com
 Jacqueline Daniell (Chair)

 Phil Meyers (Chief Executive Officer)
 Peter Hurter (Chief Financial Officer)

 Cavendish Capital Markets (Financial Adviser, Nominated Adviser, Rule 3         +44 (0) 20 7220 0500
 Adviser and Corporate Broker to Crimson Tide)
 Julian Blunt / Henrik Persson / Dan Hodkinson - Corporate Finance
 Andrew Burdis / Harriet Ward - Corporate Broking

 

Irrevocable undertakings in respect of Checkit Shares from Checkit Directors

The following Checkit Directors have given irrevocable undertakings in respect
of their entire beneficial holdings of Checkit Shares (and in respect of the
Checkit Shares in which certain of their connected persons are interested) to
vote, or procure votes, in favour of the Checkit Resolutions to be proposed at
the Checkit General Meeting, amounting to 21,966,976 Checkit Shares,
representing, in aggregate, approximately 20.34 per cent. of Checkit's
existing issued ordinary share capital as at close of business on the Last
Practicable Date:

 

 Name of Checkit Director  Number of Checkit Shares  Percentage of issued ordinary share capital of Checkit as at the Latest
                                                     Practicable Date
 Keith Daley               21,797,504                20.18
 Kit Kyte                  167,872                   0.16
 Kris Shaw                 -                         -
 Alex Curran               1,600                     0.001

 

 

Copies of these irrevocable undertakings will be made available promptly and
by no later than 12 noon (London time) on the Business Day following this
announcement, on info.checkit.net/recommendedoff
(https://info.checkit.net/recommendedoffer) er
(https://info.checkit.net/recommendedoffer) , subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, until the end of the
Merger.

 

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