REG - Cykel AI PLC - Rule 2.4 - Revised Share Exchange Ratio

Mustang EnergyAnnouncement

14/03/2024 10:45

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RNS Number : 8634G  Cykel AI PLC  14 March 2024

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

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE TAKEOVER CODE (CODE) AND DOES
NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

14 March 2024

Rule 2.4 announcement - possible offer by Mustang of Cykel - Revised Share
Exchange Ratio

The following amendment has been made to the Rule 2.4 - possible offer by
Mustang of Cykel announcement released on 19 January 2024 at 10:15am under RNS
No 3130A:

The originally proposed basis of share exchange, that 1.844 new Mustang shares
would be issued for each Cykel share, has been revised, following commercial
discussions, to 1.911 new Mustang shares for each Cykel share.

Since the original announcement there has also been an extension granted to
the PUSU deadline to 15 March 2024, per the announcement made at 07:00am under
RNS No 2733D. This has also been reflected in the below with reference to the
deadline in accordance with Rule 2.6(a) of the Code.

The full amended text is shown below

Mustang Energy PLC (Mustang or MUST) and Cykel AI plc (Cykel) are pleased to
announce that they have entered into a non-binding heads of terms for Mustang
to acquire the entire issued share capital of Cykel, a company incorporated in
England and Wales which is listed on the Aquis Stock Exchange Growth Market
(AQSE: CYK), on the basis of 1.911 new Mustang share for each Cykel share.
This ratio has been calculated on the basis of a valuation of £1,000,000 of
MUST, and a valuation of Cykel at c £19.22 million based on a ten day volume
weighted average price (VWAP) up to 7 November 2023, being the date of the
non-binding head of terms (Proposed Acquisition).

A draft prospectus has been filed with the Financial Conduct Authority (FCA)
and it is in the FCA review process. It is currently expected that should the
Proposed Acquisition proceed to completion, subject to FCA approval, the
prospectus will be published during Q2 2024.

Subject to completion of the Proposed Acquisition, Mustang is seeking to rely
upon the transitional provisions made by the changes to the Listing Rules by
the FCA (effective as of 3 December 2021), and is not required to have a
minimum market capitalisation of £30 million.

The Proposed Acquisition

The Proposed Acquisition, if completed, will constitute a reverse takeover
under the Listing Rules since it will, inter alia, result in a fundamental
change in the business of Mustang. The Proposed Acquisition will be governed
by the Code and it will be effected by means of a court-approved scheme of
arrangement under Part 26 of the Companies Act.

The Proposed Acquisition if made is conditional upon satisfaction or waiver
(where relevant) of certain conditions including the satisfactory completion
by each of the parties of financial, legal and commercial due diligence.

It will also be conditional on:

 

•            a scheme of arrangement being approved by the
requisite percentage of Cykel's shareholders and being sanctioned by the High
Court of Justice in England and Wales;

•            each of Mustang and Cykel obtaining the necessary
shareholder, third-party and regulatory approvals;

•           publication of a prospectus and readmission of the
enlarged share capital of Mustang to listing on the standard listing segment
of the Official List of the FCA and to trading on London Stock Exchange plc's
main market for listed securities (Admission); and

•            concurrent with Admission, the de-listing of Cykel's
shares from the Access Segment of the Aquis Stock Exchange Growth Market.

 

There can be no certainty that an offer will ultimately be made for Cykel even
if the pre-conditions referred to above are satisfied or waived. A further
announcement will be made in due course.

Cykel is considered to be in an "offer period" as defined in the Code, and the
dealing disclosure requirements listed below will apply. In accordance with
Rule 2.6(a) of the Code, Mustang must, by not later than 5.00pm (London time)
on 15 March 2024, either announce a firm intention to make an offer, subject
to conditions or pre-conditions if relevant, for Cykel in accordance with Rule
2.7 of the Code or announce that Mustang does not intend to make an offer for
Cykel, in which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline can be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement has been made with the consent of both Mustang and Cykel.

The individuals responsible for releasing this announcement are Dean Gallegos
(Mustang) and Nicholas Lyth (Cykel).

Enquiries:

 Mustang Energy PLC
 Dean Gallegos        dg@mustangplc.com

                      +61 416 220 007
 Guild Financial Advisory Limited

 Ross Andrews         Ross.Andrews@guildfin.co.uk

                      +447973839767

 Cykel AI PLC

 Jonathan Bixby       Via First Sentinel

 Capital Plus Partners

 Dominic Berger       dpb@capplus.co.uk (mailto:dpb@capplus.co.uk)

                      +44 (0) 20 3821 6167
 First Sentinel (Corporate Adviser)

 Brian Stockbridge    brian@first-sentinel.com (mailto:brian@first-sentinel.com)

  

                      +44 (0) 20 3855 5551
 Clear Capital Markets (Broker)

 Bob Roberts          +44 (0) 20 3869 6080

Guild Financial Advisory Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Mustang and no one else
in connection with the matters set out in this announcement and will not be
responsible to anyone other than Mustang for providing the protections
afforded to clients of Guild Financial Advisory Limited or for giving advice
in relation to such matters.

Capital Plus Partners Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Cykel and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Cykel for providing the protections afforded
to clients of Capital Plus Partners Limited or for giving advice in relation
to such matters.

Mustang LEI Number: 213800QEO6L6JAS62H02

Cykel LEI Number: 9845003CB9FEA73A3E09

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.

Relevant securities in issue

In accordance with Rule 2.9 of the Code:

-     Mustang confirms that, as at the date of this announcement, it had
12,161,966 ordinary shares of 0.1 pence each in issue. The ISIN reference
number for these securities is GB00BJ9MHH56.

-     Cykel confirms that, as at the date of this announcement, it had
205,183,350 ordinary shares of 0.1 pence each in issue. The ISIN reference
number for these securities is GB00BPTJZN05.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at Mustang's website, www. www.mustangplc.com
(http://www.mustangplc.com) , and Cykel's website, www.cykel.ai
(http://www.cykel.ai) , by no later than 12 noon (London time) on 15 March
2024. The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.

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