REG - Holders Technology - Tender Offer, Proposed Cancellation & Notice of GM

Holders TechnologyAnnouncement

29/11/2023 07:00

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RNS Number : 9807U  Holders Technology PLC  29 November 2023

29 November 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 CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Holders Technology plc

("Holders Technology", the "Group" or the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Tender Offer to purchase up to 2,256,765 Ordinary Shares at 43p per Ordinary
Share

Re-Registration as a private limited company

and

Notice of General Meeting

 

Holders Technology (AIM:HDT) announces that a circular (the "Circular") will
be sent to Shareholders later today detailing the following proposals:

·      the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing");

 

·      a tender offer, closing at 1.00 p.m. on 20 December 2023 (the
"Closing Date"), for up to 2,256,765 Ordinary Shares, representing
approximately 53 per cent. of the Company's issued share capital being the
Ordinary Shares that the Concert Party are not currently interested in, at 43
pence per Ordinary Share (the "Tender Offer"); and

 

·      re-registration as a private limited company (the
"Re-Registration") (together the De-Listing, Tender Offer and Re-Registration
are the "Proposals").

Unless otherwise stated, terms used in this announcement have the same
meanings as given to them in the Circular.

The Circular sets out the terms of the Tender Offer and incorporates a notice
of a General Meeting. A Proxy Form and Tender Form for use by Shareholders
who hold their Ordinary Shares in certificated form in connection with the
General Meeting and Tender Offer, respectively, are also being despatched with
the Circular.

The Tender Offer is conditional on the Acceptance Condition being satisfied,
that is, receipt of valid tenders in respect of at least 289,367 Ordinary
Shares. The 289,367 Ordinary Shares represent approximately 6.85 per cent. of
the issued ordinary share capital of the Company. If the Acceptance Condition
is satisfied by 1.00 p.m. on the Closing Date, the Concert Party would hold
more than 50 per cent. of the issued ordinary share capital of the Company
following completion of the Tender Offer.

The Panel has confirmed that any buy-back by the Company of Ordinary Shares,
pursuant to its existing authorities, at or below the Tender Offer Price
following the date of this Circular but prior to the Closing Date shall, for
the purposes of satisfaction of the Acceptance Condition, be treated as if
validly tendered under the Tender Offer. The Company reserves the right, if
approved by the Independent Directors, to make such purchases during the
Tender Offer period.

 

Background

The Board has undertaken a thorough review of the benefits and drawbacks to
the Company retaining its admission to trading on AIM. For the reasons
outlined below, the Board is of the view that the legal and regulatory burden,
as well as the costs associated with maintaining the Company's admission to
trading on AIM, outweigh the benefits of a public quotation.

In the Company's half year report for the six months ended 31 May 2023,
released on 16 August 2023, the Company announced that its trading performance
had been disappointing due to the generally adverse economic climate resulting
in weak customer demand. As confirmed by the interim results this resulted in
a loss for the Company during the six-month period ended 31 May 2023. In
response to this the Group reduced its cost base by implementing a number of
measures, including a reduction in headcount and temporary reductions in
employee salaries, as well as reductions in the Directors' salaries.  These
steps taken by the Board have helped to improve the Group's financial
performance in the second half of the year.

Trading has improved in the second half of the year, in line with the Group's
trading performance in previous years, particularly as December (being the
first month in the Company's financial year) is typically a weaker trading
month. The Board however remains cautious moving into December 2023 and the
next financial year as the difficult economic climate continues to adversely
impact the Company's manufacturing customers across both the PCB and lighting
markets, as well as continuing to cause project delays and cancellations.

The Directors are mindful in particular that some of the reductions in the
cost base were temporary, such as the agreement of the Directors and other
staff to reduce their salaries. These benefits will not therefore accrue to
the business indefinitely. The Directors believe that reducing the Company's
cost base by De-Listing and re-registering as a private limited company will
provide permanent cost savings that will over the longer term improve the
financial position and resilience of the Company during uncertain market
conditions.

The Board is aware that not all Shareholders will be able or willing to
continue to own Ordinary Shares following the De-Listing. The Tender Offer
therefore provides shareholders a means to realise their investment in the
Company for cash at 43 pence per Ordinary Share, representing a premium of
approximately 10.26 per cent. to the closing share price on the Latest
Practicable Date, and a premium of approximately 12.88 per cent to the volume
weighted average closing share price over the 30 day period ended on the
Latest Practicable Date. The Tender Offer will be financed from the Company's
existing cash resources. The Concert Party has irrevocably undertaken not to
accept the Tender Offer in respect of 1,967,399 Ordinary Shares, which will
free up the Company's cash resources to afford the other Shareholders the
opportunity to tender their entire interest in the Ordinary Shares for cash
should they so choose.

 

De-Listing

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London
Stock Exchange of the intention to cancel the admission of Ordinary Shares to
trading on AIM, subject to Shareholder approval. Under the AIM Rules, the
De-Listing can only be effected by the Company after securing a special
resolution of Shareholders in a general meeting (being not less than 75 per
cent. of the votes cast).

The Proposals seek (amongst other matters) the approval of Shareholders for
the De-Listing. Assuming that the De-Listing resolution is approved, the
earliest date that the De-Listing could take place is 8.00 a.m. on 8 January
2024.

 

Tender Offer

The Board is aware that not all Shareholders will be able or willing to
continue to own Ordinary Shares following the De-Listing. The Tender Offer
therefore provides shareholders a means to realise their investment in the
Company for cash at 43 pence per Ordinary Share, representing a premium of
approximately 10.26 per cent. to the closing share price on the Latest
Practicable Date, and a premium of approximately 12.88 per cent to the volume
weighted average closing share price over the 30 day period ended on the
Latest Practicable Date.

Under the Tender Offer, SP Angel will purchase up to 2,256,765 Ordinary Shares
(representing approximately 53.43 per cent. of the Company's voting rights)
from Qualifying Shareholders at 43 pence per Ordinary Share. The Tender Offer
Price represents:

•              a premium of approximately 10.26 per cent. over
the closing mid-market price of an Ordinary Share on 28 November 2023, being
the Latest Practicable Date; and

•              a premium of approximately 12.88 per cent to the
volume weighted average closing share price over the 30 day period ended on 28
November 2023, being the Latest Practicable Date.

 

Circumstances in which the Tender Offer may not proceed

There can be no guarantee that the Tender Offer will take place. The Tender
Offer is conditional on the passing of the Tender Offer Resolution (to give
effect to the terms of the Tender Offer) at the General Meeting by the
requisite majority. The Tender Offer is also conditional on receipt of valid
tenders in respect of at least 289,367 Ordinary Shares (representing
approximately 6.85 per cent. Of the issued ordinary share capital of the
Company as at the Latest Practicable Date and 12.82 per cent. Of the issued
ordinary share capital of the Company (excluding the Concert Party Shares) as
at the Latest Practicable Date) by 1.00 p.m. on the Closing Date, so that the
Concert Party will exercise more than 50 per cent. of the voting rights in the
Company following completion of the Tender Offer and the cancellation of the
Ordinary Shares repurchased thereunder, in order to satisfy the Acceptance
Condition. The Tender Offer is further conditional on various other conditions
specified in the Tender Offer Deed.

If the Tender Offer does not occur for any reason, Qualifying Shareholders
will not receive the Tender Offer Price for each of their Ordinary Shares
under the Tender Offer.

 

The Concert Party

Rudolf Weinreich, Victoria Blaisdell, Irene Weinreich and Amanda Stavri are
all close relatives and are therefore presumed to be "acting in concert" for
the purposes of the Takeover Code (together, the "Concert Party"). In order to
provide Shareholders the ability to realise their holding in full as part of
the Tender Offer, each member of the Concert Party has entered into
irrevocable undertakings not to tender 1,967,399 Ordinary Shares in respect of
their aggregated personal interests. The current holdings of the Concert
Party, directly or through their close families and related trusts, are as
follows:

 

 Name                                     Number of Ordinary Shares  Percentage of the Company's existing issued share capital  Percentage of the Company's total Voting Rights
 Rudolf Weinreich                         1,578,026(1)               37.36                                                      37.36
 Irene Weinreich                          12,976(2)                  0.31                                                       0.31
 Rudolf Weinreich and Irene Weinreich(3)  260,000                    6.16                                                       6.16
 Victoria Blaisdell                       83,244(4)                  1.97                                                       1.97
 Amanda Stavri                            33,153(5)                  0.78                                                       0.78
 TOTAL                                    1,967,399                  46.57%                                                     46.57%

Notes

1.        1,463,026 shares are held directly, 3,000 shares are held in
a Barclayshare ISA and the remaining 112,000 shares are held in the Holders
(RW) Pension Scheme via AJ Bell.

2.        All 12,976 shares are held in a Barclayshare ISA.

3.        260,000 shares are held in the Rudolf Weinreich 1999
Settlement of which Rudi and Irene Weinreich are trustees. Rudolf Weinreich,
Victoria Blaisdell, Amanda Stavri and Paul Weinreich are beneficiaries.

4.        49,142 shares are held via AJ Bell and 34,102 shares are held
via Barclays.

5.        2,202 shares are held directly and 30,951 shares are held in
a Barclayshare ISA.

 

Irrevocable Undertakings

The Company has received irrevocable undertakings from each member of the
Concert Party:

•              to vote in favour of the Resolutions, equating
to approximately 46.57 per cent. of the Company's voting rights as at the
Latest Practicable Date; and

•              not to participate in the Tender Offer with
respect to any of their Ordinary Shares held, equating to approximately 46.57
per cent. of the Company's voting rights as at the Latest Practicable Date.

The Company has also received an irrevocable undertaking from David Mahony,
being the only Independent Director who holds Ordinary Shares, to vote in
favour of the Resolutions and to participate in the Tender Offer with respect
to all of his 20,000 Ordinary Shares held, equating to approximately 0.473 per
cent. of the Company's voting rights as at the Latest Practicable Date.

 

Notice of General Meeting

Implementation of the Proposals, including the Tender Offer, is conditional,
inter alia, upon all of the Proposals being passed at the GM to be held at
11.00 a.m. on 15 December 2023 at the offices of Fasken Martineau LLP 6th
Floor, 100 Liverpool Street, London, EC2M 2AT.

 

Recommendations by the Independent Directors

Under the rules of the Takeover Code, the Independent Directors are required
to obtain independent financial advice on the terms of the Tender Offer and to
make known to Shareholders the substance of such advice and their own opinion
on the Tender Offer. The Independent Directors believe that the following
points should be taken into account by Shareholders when considering whether
to retain their Ordinary Shares or accept the Tender Offer.

The Company has benefitted from improved trading and cost savings in the
second half of the year. However, the Company remains cautious regarding the
ongoing adverse economic conditions and any further impact this may have. The
De-Listing and Re-Registration will enable the Company to further reduce its
cost base and reduce the management time and the regulatory burden associated
with maintaining the Company's admission to trading on AIM. The Company is not
of a scale to attract sufficient interest from institutional and other
investors and therefore it is difficult to create a more liquid market for its
shares to effectively or economically utilise its quotation. Furthermore, the
Company has not utilised its listing on AIM to raise fresh capital or issue
paper consideration to fund acquisitions.

The Tender Offer Price represents a premium of approximately 10.26 per cent.
to the Company's closing share price on 28 November 2023 (being the Latest
Practicable Date) and a premium of approximately 12.88 per cent to the volume
weighted average closing share price over the 30 day period ended on the
Latest Practicable Date.

The Company has not received any takeover approaches over the last
twelve-month period and the Board believes that it is unlikely that the
Company would receive any offers that represent a greater premium to the
Company's closing share price on 28 November 2023 (being the Last Practicable
Date) than that of the Tender Offer Price. As such, the Independent Directors
believe that the De-Listing and Re-Registration is in the best interests of
Shareholders. The Independent Directors unanimously recommend that you vote in
favour of the De-Listing and Re-Registration, and the Tender Offer to be
conducted by SP Angel and subsequent repurchase by the Company under the
Repurchase Agreement, as David Mahony (being the only Independent Director who
is also a Shareholder), intends to do, in relation to his holding of 20,000
Ordinary Shares, representing approximately 0.473 per cent. of the Ordinary
Shares currently in issue.

Shareholders should note that if they vote in favour of the Tender Offer
Resolution at the General Meeting, they are not obligated to accept the Tender
Offer for their Ordinary Shares. The Company intends to implement a Matched
Bargain Facility after the De-Listing and so Shareholders will continue to
have an opportunity to trade their Ordinary Shares, although it is possible
that the liquidity and marketability of the Ordinary Shares will, in the
future, be more constrained than at present and the value of such shares may
be adversely affected as a consequence.

The Company will fund the Tender Offer from its existing cash resources.
Dependent on the level of take-up of the Tender Offer, the Company's balance
sheet could be materially impacted due to the reduction of the cash position.
In order to mitigate any impact on the Company's cash position, the Company
has arranged an unsecured, interest-bearing, repayable on demand (after 6
months), loan facility of up to £300,000 with Rudolf Weinreich to secure its
working capital position. The loan facility is subject to the Tender Offer
Resolution and the De-Listing Resolution being passed at the General Meeting
and there being no third-party debt facility available to the Company .

The Independent Directors consider that the Tender Offer Price allows
Qualifying Shareholders the opportunity to exit their investments in the near
term should they wish to do so, whilst ensuring the Company has sufficient
funds to finance its ongoing operations.

Upon De-Listing, the Company would no longer be subject to, and its
Shareholders would consequently lose the protections afforded by, certain
corporate governance regulations which apply to the Company currently. In
particular, the Company would no longer be subject to the AIM Rules, the
Disclosure and Transparency Rules and the Market Abuse Regulation.

Subject to satisfaction of the Acceptance Condition, the Concert Party will on
completion of the Tender Offer and Repurchase, legally and beneficially own in
excess of 50 per cent. of the issued share capital and voting rights in the
Company. As a result, the Concert Party will be able to pass or defeat any
ordinary resolution of the Company requiring a simple majority of those
attending and voting in person or by proxy at the meeting, including, amongst
other things the election of directors and authorising the directors to allot
equity securities. In addition, dependent on the level of take up under the
Tender Offer, the Concert Party may legally and beneficially own in excess of
75 per cent. of the issued share capital and voting rights in the Company.
Should this occur, the Concert Party will be able to pass or defeat any
special resolution of the Company.

There can be no guarantee that, after the Tender Offer closes at 1.00 p.m. on
20 December 2023 (or at such later time as specified in an announcement of any
extension to the Tender Offer period through a Regulatory Information
Service), the board of the Company would be prepared to make a subsequent
tender offer to acquire any Ordinary Shares, or that the Concert Party would
be prepared to make any offer to acquire any Ordinary Shares in which it does
not already have an interest. Nor can there be any guarantee as to the price
of any such tender offer by the Company or potential offer by the Concert
Party.

Accordingly, any Shareholder who does not accept the Tender Offer may find it
difficult to sell their Ordinary Shares after the Tender Offer closes and the
De-Listing takes effect, notwithstanding that the Company intends to make
arrangements for the Matched Bargain Facility to be put in place.
Shareholders will also not receive regular information from the Company, and
will not benefit from regulatory compliance with governance procedures (other
than under the Companies Act 2006) and will not enjoy the protections afforded
by the AIM Rules. Furthermore, there is no guarantee that the Company or any
other purchaser would be willing to buy Ordinary Shares after the Tender Offer
has closed.

In the opinion of the Independent Directors, Shareholders should carefully
consider their own individual circumstances in deciding whether or not to
accept the Tender Offer. In the absence of any immediate prospect to sell
their Ordinary Shares once the Tender Offer closes and the De-Listing has
occurred, Shareholders should balance their desire for a cash realisation now
or in the immediate foreseeable future, against the prospect of remaining a
shareholder in a private company, with a reduced level of disclosure and
corporate governance protections that this affords them.

The Independent Directors, who have been so advised by SP Angel as to the
financial terms of the Tender Offer, consider the terms of the Tender Offer to
be fair and reasonable. In providing advice to the Independent Directors, SP
Angel has taken into account the commercial assessments of the Independent
Directors, including the market conditions and prospects for the Company and
the illiquidity of the trading in the Company's ordinary shares on AIM.
Accordingly, the Independent Directors unanimously recommend that Shareholders
approve all three Resolutions and consider to tender, or procure the tender,
of their Ordinary Shares in the Tender Offer, as David Mahony (being the only
Independent Director who is a Shareholder) intends to do, or procure to be
done, in respect of his own beneficial holding of 20,000 Ordinary Shares,
representing approximately 0.473 per cent. of the Company's voting rights as
at the Latest Practicable Date.

Shareholders who anticipate greater value in the Ordinary Shares in the future
whilst recognising and being willing to accept the prospect of remaining
invested in an unlisted company controlled by the Concert Party, may decide
not to accept the Tender Offer.

Notwithstanding the Independent Directors' recommendation above, Shareholders
should only make a decision as to whether to tender all or any of their
Ordinary Shares based on, among other things, their view of the Company's
prospects and their own individual circumstances, including their tax position
and are recommended to seek advice from their duly authorised independent
advisers.

If Shareholders are in any doubt about the action that they wish to take in
respect of the Tender Offer, they should consult an independent financial
adviser without delay.

 

Related Party Transaction

Rudolf Weinreich has agreed to make an unsecured £300,000 loan facility
available to the Company ("RW Facility") subject to the Tender Offer
Resolution and the De-Listing Resolution being passed at the General Meeting
and there being no third-party debt facility available to the Company.
Interest will accrue on the loan at 2% per annum and the loan will be
repayable on demand (after six months). There are no penalties for early
termination of the loan facility.

The Company's acceptance of the RW Facility, subject to the Tender Offer
Resolution and the De-Listing Resolution being passed at the General Meeting
and there being no third-party debt facility available to the Company, is
deemed a related party transaction under the AIM Rules for Companies. The
Directors of the Company, each of whom is independent of Rudolf Weinreich for
the purposes of the RW Facility, consider, having consulted with SP Angel, the
Company's Nominated Adviser, that the terms of the RW Facility are fair and
reasonable insofar as the Company's shareholders are concerned.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Announcement of proposed Tender Offer, De-Listing and Re-Registration, posting  29 November 2023
 of the Circular, Proxy Form and Tender Form to Shareholders
 Tender Offer opens                                                              29 November 2023
 Latest date for receipt of Proxy Form (to be received no later than 48 hours    11.00 a.m. on 13 December 2023
 before the General Meeting)
 Voting Record Date for the General Meeting                                      6.00 p.m. on 13 December 2023
 General Meeting(1)                                                              11.00 a.m. on 15 December 2023
 Announcement of the result of the General Meeting                               15 December 2023
 Latest time and date for receipt of Tender Forms and TTE Instructions in        1.00 p.m. on 20 December 2023
 relation to the Tender Offer (i.e. close of Tender Offer)
 Closing Date(2)

                                                                                 1.00 p.m. on 20 December 2023
 Record Date for Tender Offer                                                    6.00 p.m. on 20 December 2023
 Announcement of results of the Tender Offer by SP Angel and the Company         21 December 2023
 Tender Offer declared unconditional ("Unconditional Date"), expected purchase   22 December 2023
 of Ordinary Shares under the Tender Offer and completion of the repurchase
 from SP Angel
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  by 5 January 2024
 Ordinary Shares
 Cheques despatched in respect of Tender Offer proceeds for certificated         by 5 January 2024
 Ordinary Shares
 Despatch of share certificates in respect of any revised holdings of Ordinary   by 5 January 2024
 Shares following the Tender Offer, and any Ordinary Shares held in CREST not
 tendered pursuant to the Tender Offer
 Earliest date for De-Listing / Cancellation of admission of Ordinary Shares
 from AIM

                                                                                 8.00 a.m. on 8 January 2024
 Earliest date for filing Re-Registration at Companies House

                                                                                 8 January 2024

If any of the above times and/or dates change, the revised times and/or dates
will be notified to Shareholders by announcement through a Regulatory
Information Service.

All times are references to London time.

All events in the above timetable following the General Meeting that relate to
(i) the Tender Offer are conditional, inter alia, upon the approval of the
Tender Offer Resolution and (ii) the De-Listing are conditional, inter alia,
upon the approval of the De-Listing Resolution. The Resolution to approve the
Tender Offer requires the approval of not less than 50 per cent. of the votes
cast by Shareholders in person or by proxy at the General Meeting and the
Resolutions to approve the De-Listing and the Re-Registration each require the
approval of not less than 75 per cent. of the votes cast by Shareholders in
person or by proxy at the General Meeting.

Notes

1.     The timetable assumes that there is no adjournment of the General
Meeting or extension(s) of the Closing Date. If there is an adjournment of the
General Meeting or extension(s) of the Closing Date, all subsequent dates are
likely to be later than those shown.

2.     This date may be extended in accordance with the terms and
conditions of the Tender Offer set out in Part 2 of the Circular. If the
Acceptance Condition is satisfied, the Tender Offer will remain open for
acceptance for at least 14 days after the Tender Offer is declared
unconditional, which may extend the Closing Date and therefore the time by
which Qualifying Shareholders who have not tendered their Ordinary Shares in
the Tender Offer may do so if they wish.

3.     Subject to and following the Tender Offer becoming unconditional,
settlement of the consideration to which any Qualifying Shareholder is
entitled pursuant to valid tenders accepted by SP Angel will be made (i) in
the case of acceptances of the Tender Offer received, valid and complete in
all respects, by the Unconditional Date, within 14 days of the Unconditional
Date; or (ii) in the case of acceptances of the Tender Offer received, valid
and complete in all respects, after such date but while the Tender Offer
remains open for acceptance as referred to in Note 2 above, within 14 days of
the date on which the 14 day period referred to in Note 2 above expires.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR. Upon publication of this announcement, the inside information is now
considered to be in the public domain for the purposes of MAR.

 

For further information, contact:

 Holders Technology plc                                                    01896 758781
 Rudi Weinreich, Executive Chairman
 Victoria Blaisdell, Group Managing Director
 Mehul Shah, Group Finance Director
 Website www.holderstechnology.com (http://www.holderstechnology.com/)

 SP Angel Corporate Finance LLP (Financial Adviser, Nominated Adviser and  020 3470 0470
 Broker)
 Matthew Johnson/Harry Davies-Ball, Corporate Finance
 Abigail Wayne, Corporate Broking

 

Important Notices

S.P. Angel Corporate Finance LLP ("SP Angel"), which is authorised and
regulated by the FCA, is acting as nominated adviser and broker to the Company
for the purposes of the AIM Rules. Persons receiving this announcement should
note that SP Angel is acting exclusively for the Company and no one else and
will not be responsible to anyone, other than the Company, for providing the
protections afforded to customers of SP Angel or for advising any other person
on the transactions and arrangements described in this announcement. SP Angel
makes no representation or warranty, express or implied, as to the contents of
this announcement and SP Angel does not accept any liability whatsoever for
the accuracy of or opinions contained (or for the omission of any material
information) in this announcement and shall not be responsible for the
contents of this announcement. Nothing in this paragraph shall serve to
exclude or limit any responsibilities which SP Angel may have under FSMA or
the regulatory regime established thereunder.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any 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. Any offer (if made)
will be made solely by certain documentation which will contain the full terms
and conditions of any offer (if made), including details of how such offer may
be accepted. This announcement has been prepared in accordance with English
law and the Code and information disclosed may not be the same as that which
would have been prepared in accordance with laws outside the United Kingdom.
The release, distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the laws of the relevant
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.

 

Forward-looking statements

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth and strategies.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially from those
expressed or implied by the forward-looking statements, including, without
limitation: ability to find appropriate investments in which to invest and to
realise investments held by the Group; conditions in the public markets; the
market position of the Group; the earnings, financial position, cash flows and
return on capital of the Group; the anticipated investments and capital
expenditures of the Group; changing business or other market conditions; and
general economic conditions.

Forward-looking statements contained in this announcement based on past trends
or activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other
applicable legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. Investors should not
place undue reliance on forward-looking statements, which speak only as of the
date of this announcement.

 

No Profit Forecast

No statement in this announcement or incorporated by reference into this
announcement is intended to constitute a profit forecast or profit estimate
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or less than those for the
preceding financial periods of the Company.

 

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered
in the UK and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those of the
United States in certain material respects. This announcement has been
prepared in accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read this
entire announcement and the Circular, including Part 2. The financial
information relating to the Company, which is available for review on the
Company's website, has not been prepared in accordance with generally accepted
accounting principles in the United States and thus may not be comparable to
financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural
requirements of Regulation 14D under the US Exchange Act. The Tender Offer
will be extended into the United States in accordance with the requirements of
Regulation 14E under the US Exchange Act to the extent applicable. Certain
provisions of Regulation 14E under the US Exchange Act are not applicable to
the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US
Shareholders should note that the Ordinary Shares are not listed on a US
securities exchange and the Company is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and does not, file
any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and all of its officers
and directors reside outside the US. It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US
person may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each Shareholder is urged to consult his, her or its independent professional
adviser immediately regarding the tax consequences of tendering any Ordinary
Shares in the Tender Offer.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, SP Angel or any of their respective affiliates, may
make certain purchases of, or arrangements to purchase, Ordinary Shares
outside the United States during the period in which the Tender Offer remains
open for participation, including sales and purchases of Ordinary Shares
effected by SP Angel acting as market maker in the Ordinary Shares. These
purchases, or other arrangements, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. In order to
be excepted from the requirements of Rule 14e-5 under the US Exchange Act by
virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation, including
the AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in the UK and
the United States and, if required, will be reported via a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United
States, the right to tender Ordinary Shares is not being made available in any
jurisdiction in the United States in which the making of the Tender Offer or
the right to tender such Ordinary Shares would not be in compliance with the
laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended
by the US Securities and Exchange Commission or any US state securities
commission and such authorities have not confirmed the accuracy or determined
the adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States

 

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables or forms may vary slightly and figures shown as totals in
certain tables or forms may not be an arithmetic aggregation of the figures
that precede them.

 

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been 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 details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree 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 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, 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.

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, 8.2 and 8.4).

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.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on Website

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted jurisdictions, on the
Company's website at www.holderstechnology.com
(http://www.holderstechnology.com) by no later than 12 noon (London time) on
30 November 2023. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.

 

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 28
November 2023, Holders confirms that it had in issue 4,224,164 ordinary shares
of 10 pence each, each ordinary share carrying one vote. Accordingly, the
total number of voting rights in the Company is 4,224,164. The International
Securities Identification Number ("ISIN") for the Company's Ordinary Shares on
AIM is GB0004312350.

 

 

 

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