Completion of Acquisition
27/06/2024 08:10
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RNS Number : 1214U Cykel AI PLC 27 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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
27 June 2024
RECOMMENDED ALL SHARE OFFER
for
CYKEL AI PLC
by
MUSTANG ENERGY PLC
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Admission of New Mustang Shares and Mustang's enlarged share capital,
completion of the Acquisition
Further to the announcement on 25 June 2024, Mustang Energy PLC ("Mustang") is
pleased to confirm that, following the delivery of a copy of the Court Order
sanctioning the Scheme to the Registrar of Companies, the Scheme has become
Effective in accordance with its terms on 26 June 2024. Accordingly, the
recommended all share offer for Mustang to acquire the entire issued share
capital of Cykel AI PLC ("Cykel") (the "Acquisition") has been completed, the
entire issued share capital of Cykel is now owned by Mustang and 400,345,563
new ordinary shares of £0.01 each in the capital of Mustang (the "New Mustang
Shares") were admitted to listing on the standard listing segment of the
Official List maintained by the Financial Conduct Authority (the "FCA") and to
trading on the London Stock Exchange's main market for listed securities (the
"Main Market"), with effect from 8.00 a.m. today, 27 June 2024.
Following the admission of the New Mustang Shares and in accordance with the
FCA's Disclosure Guidance and Transparency Rules, Mustang hereby notifies the
market that Mustang's enlarged issued share capital as at today, 27 June 2024,
consists of 412,507,529 ordinary shares of £0.01 each, and has been admitted
to listing on the standard listing segment of the Official List and to trading
on the Main Market. This figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, Mustang under the
FCA's Disclosure Guidance and Transparency Rules.
On admission and for the time being, Mustang's name will be Mustang Energy
PLC. The opening price of Mustang's shares will be 4.9p per share.
A separate announcement will be made regarding the cancellation of the listing
and trading of Cykel's shares.
Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Scheme Document.
The person responsible for arranging the release of this Announcement on
behalf of Cykel is Nicholas Lyth, Financial Director. The person responsible
for arranging the release of this Announcement on behalf of Mustang is Dean
Gallegos, Managing Director.
Enquiries:
Mustang Energy Plc
Dean Gallegos - Managing Director dg@mustangplc.com
+61 416 220 007
Guild Financial Advisory Limited - Rule 3 Adviser to Mustang
Ross Andrews ross.andrews@guildfin.co.uk
+44 (0) 7973 839767
Cykel AI Plc
Jonathan Bixby - Executive Chairman Via First Sentinel
First Sentinel Corporate Finance - AQSE Corporate Adviser to Cykel
Brian Stockbridge brian@first-sentinel.com
+44 (0) 20 3855 5551
Capital Plus Partners - Rule 3 Adviser to Cykel
Dominic Berger dpb@capplus.co.uk
+44 (0) 20 3821 6167
Clear Capital Markets - Broker to Cykel
Bob Roberts +44 (0) 20 3869 6080
Druces LLP is providing legal advice to Mustang in connection with the
Acquisition. Fladgate LLP is providing legal advice to Cykel in connection
with the Acquisition.
Important Notices
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation or the solicitation of an offer to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition is being made solely
pursuant to the terms of the Scheme Document, which contains the full terms
and conditions of the Acquisition. This Announcement is not a prospectus,
prospectus equivalent document or scheme document and no investment decision
in relation to the Acquisition or the New Mustang Shares should be made except
on the basis of information in the Prospectus.
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. This
Announcement has been prepared for the purposes of complying with English law
and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
Copies of this Announcement and any documentation relating to the Acquisition
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted Jurisdiction
(as defined in the Scheme Document) and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
The New Mustang Shares issued pursuant to the Acquisition have not been and
will not be registered under the United States Securities Act of 1933 (as
amended) nor under any of the relevant securities laws of any Restricted
Jurisdiction. Accordingly, the New Mustang Shares may not be offered, sold or
delivered, directly or indirectly, into any Restricted Jurisdiction, except
pursuant to exemptions from applicable requirements of any such jurisdiction.
Rules 26.1 and 26.2 disclosure
Pursuant to Rules 26.1 and 26.2 of the Takeover Code, a copy of this
Announcement, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Mustang's website at www.mustangplc.com and at
Cykel's website at www.cykel.ai by no later than 12 noon (London time) on the
business day following the date of this Announcement. For the avoidance of
doubt, the contents of the websites referred to in this Announcement, and the
contents of any websites accessible from hyperlinks on such websites are not
incorporated into and do not form part of this Announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this Announcement and any information incorporated into it by
reference to another source in hard copy form by writing to Neville Registrars
of Neville House, Steelpark Road, Halesowen, B62 8HD. A person may also
request that all future documents, announcements and information to be sent to
that person in relation to the Acquisition should be in hard copy form.
No profit forecasts or estimates
No statement in this Announcement is intended, or is to be construed, as a
profit forecast, profit estimate, or quantified financial benefits statement
or estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Mustang or Cykel
for the current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Mustang or for
Cykel.
Disclaimers
Capital Plus Partners Ltd ("Capital Plus Partners"), which is authorised and
regulated by the FCA in the UK, is acting as financial adviser and Rule 3
adviser exclusively for Cykel and no one else in connection with the Offer and
the matters set out in this Announcement and will not be responsible to any
person other than Cykel for providing the protections afforded to clients of
Capital Plus Partners, nor for providing advice in relation to the Offer, the
content of this Announcement or any matter referred to herein.
Guild Financial Advisory Limited ("Guild"), which is authorised and regulated
by the FCA in the UK, is acting as financial adviser and Rule 3 adviser
exclusively for Mustang and no one else in connection with the Offer and the
matters set out in this Announcement and will not be responsible to any person
other than Mustang for providing the protections afforded to clients of Guild,
nor for providing advice in relation to the Offer, the content of this
Announcement or any matter referred to herein.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.
Forward-Looking Statements
This Announcement (including any information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Mustang and Cykel may contain certain forward-looking
statements with respect to the financial condition, results of operations and
business of Mustang and/or Cykel and certain plans and objectives of Mustang
and/or Cykel with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or other words
of similar meaning. These statements are based on assumptions and assessments
made by Mustang and/or Cykel in the light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and you are therefore cautioned not to place undue reliance
on these forward-looking statements which speak only as at the date of this
document. Neither Mustang nor Cykel assumes any obligation to update or
correct the information contained in this Announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
Neither Mustang nor Cykel, nor any of their respective associates or
directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Given the uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to Mustang or Cykel or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. Mustang and Cykel disclaim any obligation to update any
forward-looking or other statements contained in this Announcement, except as
required by applicable law or regulation, whether as a result of new
information, future events or otherwise.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other
information provided by Cykel Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Cykel may be
provided to Mustang during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
General
No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.
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