RCS - Roemer Capital - ROEMER CAPITAL INVITES CERTAIN HOLDERS…

Fix PriceAnnouncement

17/02/2025 14:15

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RNS Number : 3906X  Roemer Capital (Europe) Limited  17 February 2025

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, IN THE
UNITED STATES OF AMERICA OR OTHERWISE BY, IN, INTO FROM OR TO ANY JURISDICTION
OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY LAW OR REGULATION

17 February 2025

ROEMER CAPITAL (EUROPE) LIMITED

Announcement of Invitation to Voluntary Tender

to the holders of Global Depositary Receipts representing interest in ordinary
shares of Fix Price Group PLC (ISIN: US33835G2057, Bloomberg: FIXP LI)
("GDRs")

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 17 MARCH 2025 ("EXPIRATION TIME").

Roemer Capital (Europe) Limited (the "Purchaser") is inviting certain holders
of GDRs to tender for the sale of up to 42,000,000 units of GDRs for cash at a
purchase price of USD 1.45 per 1 GDR (the "Purchase Price"), subject to the
terms and conditions set out the Invitation to Voluntary Tender Memorandum
(the "Memorandum") and template tender instructions (the "Tender Instruction")
each available on the designated website https://roemercapital.com/news/fixp/
(https://roemercapital.com/news/fixp/) (collectively, the "Tender Documents").

The Purchaser is a private company limited by shares, incorporated and
registered in the Republic of Cyprus with company number HE 333287, whose
registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE,
Floor 4, Office 4, 3032 Limassol, Cyprus. The Purchaser is authorised and
regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996,
1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not
affiliated with and is not acting on behalf of Fix Price Group PLC or its
management.

TENDER DOCUMENTS

Memorandum: Link
(https://roemercapital.com/files/disclosures/Invitation%20to%20Voluntary%20Tender%20Memorandum%20FIXP.pdf)

Template Tender Instruction: Link
(https://roemercapital.com/files/disclosures/Template%20Tender%20Instruction_FIXP.docx)

THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO
ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR
AUTHORISED REPRESENTATIVES AND AGENTS.

OR THE AVOIDANCE OF DOUBT, GDRs THAT ARE NOT AVAILABLE FOR SETTLEMENT THROUGH
EUROCLEAR BANK SA/NV SETTLEMENT SYSTEM (INCLUDING, WITHOUT LIMITATION, ANY
GDRs HELD THROUGH DEPOSITARY TRUST COMPANY AND/OR CLEARSTREAM BANKING S.A.)
 ARE NOT DEEMED ELIGIBLE GDRs FOR THE PURPOSE OF THE MEMORANDUM.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE
DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED
GDRs, NOT TO PURCHASE ANY ELIGIBLE GDRs OR TO EXTEND, RE-OPEN, WITHDRAW OR
TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND
CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN
ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT
INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING
WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS,
INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE
PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD
OR SHOULD NOT TENDER ELIGIBLE GDRs PURSUANT TO THE TENDER DOCUMENTS. ALL
ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED
INTO IN ACCORDANCE TO THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY
REASON.

NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE GDRs (AND TENDERS
OF GDRs FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED
FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited

Georgiou Karaiskaki, 17

LIMASSOL BUSINESS CENTRE, Floor 4, Office 4

3032 Limassol

Cyprus

https://roemercapital.com/news/fixp/ (https://roemercapital.com/news/fixp/)

fixp@roemercapital.com (mailto:fixp@roemercapital.com)

Bloomberg EMSX ID: ROME

 

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