REG - Rx3 Holdings Limited Kinovo PLC - No intention to bid statement

KinovoAnnouncement

19/09/2023 13:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230919:nRSS9549Ma&default-theme=true

RNS Number : 9549M  Rx3 Holdings Limited  19 September 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF THE UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

For immediate release

19 September 2023

Rx3 Holdings Limited ("Rx3")

No intention to bid statement

Further to the announcements made by Kinovo plc ("Kinovo") and Rx3 regarding a
possible offer to be made for Kinovo by Rx3, Rx3 confirms that it does not
intend to make an offer for Kinovo.

As detailed in its announcement on 30 August 2023 (the "Rx3 Announcement"),
Rx3 remains concerned over the unresolved and hence open-ended issues that
persist with regard to the DCB projects that the Company has stated that it
believes will be finalised by the end of 2025 at a cost of £18m with £14m
expected to be recovered from clients and subcontractors.

Having not been permitted access to perform due diligence, nor having received
a response from the Company seeking to clarify or counter any of the points
made in the Rx3 Announcement, this has heightened Rx3's concern and resulted
in it deciding not to proceed with any offer. Rx3 will continue to seek
further clarity as to the contractual position and the Company's financial
exposure regarding the DCB projects.

Accordingly, except with the consent of the Panel on Takeovers and Mergers
(the "Takeover Panel"), Rx3, and any person(s) acting in concert with it, will
be bound by the restrictions contained in Rule 2.8 of the Code. Under the
provisions of that rule, Rx3 reserves the right to make or participate in an
offer for Kinovo (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Code) within the next six months following
the date of this announcement:

(i)   with the agreement of the board of directors of Kinovo;

 

(ii)   following the announcement of a firm intention to make an offer for
Kinovo by or on behalf of a third party;

 

(iii)  following the announcement by Kinovo of a Rule 9 waiver proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover
Code) or a reverse takeover (as defined in the Code); or

 

(iv)  where the Takeover Panel has determined that there has been a material
change of circumstances.

 

 

 Enquiries:
 Zeus (Financial Adviser to Rx3)  +44 (0) 203 829 5000

 Dan Bate

James Edis

 Daniel Phillips

Further Information

 

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial adviser for
Rx3 and no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to anyone other
than Rx3 for providing the protections afforded to clients of Zeus, nor for
providing advice in relation to any matter referred to herein.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of any offer to buy, sell or
subscribe for any securities or the solicitation of any vote in any
jurisdiction.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  OUPEAFNNFLNDEFA