REG - Rx3 Holdings Limited Kinovo PLC - Statement regarding minimum potential offer

KinovoAnnouncement

25/08/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230825:nRSY4033Ka&default-theme=true

RNS Number : 4033K  Rx3 Holdings Limited  25 August 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 THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE UK CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY,
KINOVO PLC SHAREHOLDERS ARE ADVISED THAT THERE CAN BE NO CERTAINTY THAT ANY
FORMAL OFFER FOR THE COMPANY WILL BE MADE UNDER RULE 2.7 OF THE CODE.

 

For Immediate Release

 

25 August 2023

Rx3 Holdings Limited ("Rx3")

Minimum price of a possible offer for Kinovo plc ("Kinovo" or the "Company")

 

Rx3 notes the announcement made yesterday by Kinovo in relation to its
possible offer for the Company. It confirms that, pursuant to note 1(b) of
Rule 2.4 of the Code and in accordance with Rule 2.4 (c)(iii) of the Code, if
Rx3 makes an offer for Kinovo, Rx3 is required to offer a price of not less
than 40 pence per share in accordance with Rule 6.1 of the Code, being the
highest price paid by Tipacs2 Limited, an entity acting in concert with Rx3,
in the three month period prior to the commencement of the offer period.

This announcement does not amount to a firm intention to make an offer under
Rule 2.7 of the Code and there can be no certainty that a formal offer for
Kinovo will be made.

 

This announcement has been made without the consent of Kinovo.

 

Disclosure requirements of the 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(s), 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.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on Rx3's website at http://Rx3holdings.co.uk no later than 12 noon
(London time) on 29 August 2023.

 

The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.

 

 

 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  OFDSESFULEDSEEA