REG - Glantus Holdings PLC - Statement regarding recent share price movement

Glantus HoldingsAnnouncement

05/07/2023 10:45

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RNS Number : 0658F  Glantus Holdings PLC  05 July 2023

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 CONSITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISCTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2022 AND SUBSTANTIAL ACQUISITION
RULES (THE "IRISH TAKEOVER RULES"). IT IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES AND
THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON
WHICH ANY OFFER MIGHT BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

FOR IMMEDIATE RELEASE

 

 

5 July 2023

Glantus Holdings PLC

("Glantus", the "Company")

Statement regarding recent share price movement

The Board of Glantus notes the recent share price movement in its shares.

The Company confirms that it is in discussions with Accel-KKR company, LLC
("Accel-KKR") and its investee company Basware Corporation in relation to a
possible cash offer for the entire share capital of the Company.

Following this announcement, the Company is now considered to be in an "offer
period" as defined in the Irish Takeover Rules, and the holding and dealing
disclosure requirements listed below will apply.

In accordance with Rule 2.6 of the Irish Takeover Rules, Accel-KKR must, by
not later than 5.00 p.m. on 16 August 2023, either announce a firm intention
to make an offer for the Company in accordance with Rule 2.7 of the Irish
Takeover Rules or announce that they do not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Irish Takeover Rules applies. This deadline can be extended with the consent
of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish
Takeover Rules, at the request of the Company.

This announcement is not an announcement of a firm intention to make an offer
under Rule 2.7 of the Irish Takeover Rules and there can be no certainty that
an offer will be made, nor as to the terms on which any offer will be made.

The attention of shareholders is drawn to the disclosure requirements of Rule
8 of the Irish Takeover Rules, which are summarised below.

This announcement has not been made with the agreement or approval of
Accel-KKR.

A further announcement will be made in due course, as appropriate.

 

Enquiries:

 

 

 Glantus Holdings
 Maurice Healy, CEO                       + 353 862677800

 ir@glantus.com (mailto:ir@glantus.com)

 Shore Capital
 Nominated Advisor and Broker             + 44 207 408 4090

 Patrick Castle / Tom Knibbs

 Yellow Jersey PR
 Charles Goodwin                          +44 7747 788 221

 Annabelle Wills

 

This announcement contains inside information. The person responsible for
arranging for the release of this announcement on behalf of the Company is
Paula Nolan, Company Secretary. The date and time of this announcement is the
same as the date and time that it has been communicated to the media.

Disclaimer

Shore Capital and Corporate Limited ("Shore Capital") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority is acting
as financial adviser (Rule 3) and nominated adviser to Glantus and no one else
in connection with the matters described in this Announcement, and will not be
responsible to anyone other than Glantus for providing the protections
afforded to clients of Shore Capital nor for providing advice in connection
with any of the matters referred to in this announcement. Neither Shore
Capital nor any of its affiliates, directors or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Shore Capital in connection
with this Announcement, any statement contained herein or otherwise.

Responsibility statement

The directors of the Company accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.

Relevant securities in issue

In accordance with Rule 2.12 of the Irish Takeover Rules, the Company confirms
that as of 5 July 2023, the Company's issued share capital consists of
51,132,553 ordinary shares of €0.001 each ("Ordinary Shares"), all with
voting rights. No shares were held in treasury at the date of this
announcement. The total number of current voting rights in the Company is
therefore 51,132,553. The International Securities Identification Number for
the Ordinary Shares is IE00BNG2V304.

Disclosure requirements of the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is 'interested'
in 1% or more of any class of 'relevant securities' of the Company or a
securities exchange offeror (being any offeror other than an offeror which has
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,
among other things, details of the person's 'interests' and 'short positions'
in any 'relevant securities' of each of (i) the 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 day that is ten 'business days' following the commencement of the
'offer period' and, if appropriate, by no later than 3:30 pm (London time) on
the day that is ten 'business days' following the announcement in which any
securities exchange offeror is first identified.

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of the Company, all 'dealings' in any 'relevant securities' of the
Company or any securities exchange offeror (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant securities')
must be publicly disclosed by not later than 3:30 pm (London time) on the
'business day' following the date of the relevant transaction. This
requirement will continue until the 'offer period' ends. If two or more
persons cooperate on the basis of any agreement either express or tacit,
either oral or written, to acquire an 'interest' in 'relevant securities' of
the Company, they will be deemed to be a single person for the purpose of Rule
8.3 of the Irish Takeover Rules. A disclosure table, giving details of the
companies in whose 'relevant securities' 'dealings' should be disclosed can be
found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie
(http://www.irishtakeoverpanel.ie) .

If two or more persons co-operate on the basis of an agreement or
understanding, whether express or tacit, either oral or written, 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 of the Irish Takeover Rules.

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 and 8.2 of the Irish Takeover Rules).

In general, interests in securities arise when a person has long economic
exposure, whether conditional or absolute, to changes in the price of the
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be
found on the Irish Takeover Panel's website.

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.irishtakeoverpanel.ie, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified.  If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish
Takeover Panel at telephone number +353 1 678 9020.

No offer or solicitation

This announcement is not intended to, and does not, constitute or form part of
(1) an offer or invitation to purchase or otherwise acquire, subscribe for,
tender, exchange, sell or otherwise dispose of any securities; (2) the
solicitation of an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any securities;
or (3) the solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.

The release, publication, or distribution of this announcement in, into, or
from, certain jurisdictions other than Ireland and the United Kingdom may be
restricted or affected by the laws of those jurisdictions. Accordingly, copies
of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed, or sent in, into, or from any such jurisdiction.
Therefore, persons who receive this announcement (including without limitation
nominees, trustees and custodians) and are subject to the laws of any
jurisdiction other than Ireland and the United Kingdom who are not resident in
Ireland or the United Kingdom will need to inform themselves about, and
observe any applicable restrictions or requirements. Any failure to do so may
constitute a violation of the securities laws of any such jurisdiction.

No Profit Forecast / Asset Valuations

No statement in this announcement constitutes a profit forecast for any
period, nor should any statement be interpreted to mean that earnings or
earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Glantus as appropriate. No statement
in this announcement constitutes an asset valuation.

Forward-Looking Statements

Certain statements in this announcement are forward looking and so involve
risk and uncertainty because they relate to events and depend upon
circumstances that will occur in the future and therefore results and
developments can differ materially from those anticipated. The forward-looking
statements reflect knowledge and information available at the date of
preparation of this announcement and the Company undertakes no obligation to
update these forward-looking statements.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available (subject to certain restrictions relating to
persons resident in restricted jurisdictions) on Glantus' website at
www.glantus.com/investors by no later than 12 noon (London time) on 6 July
2023. The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

Inside information

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

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