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RNS Number : 1156G Pod Point Group Holdings PLC 24 April 2025
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.
FOR IMMEDIATE RELEASE
24 April 2025
Pod Point Group Holdings PLC (Symbol: PODP)
("Pod Point", the "Group" or the "Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Takeover Code"), the Company confirms that, as at the date and time of this
announcement, it had 156,900,118 ordinary shares of £0.001 each in issue on
the Main Market of the London Stock Exchange and no shares held in treasury.
Accordingly, the total number of voting rights in the Company
is 156,900,118 ordinary shares. The International Securities Identification
Number for Pod Point's ordinary shares is GB00BNDRD100. Pod Point's LEI
Number is 213800MY9U5MEDG21D89.
For further information:
Pod Point phil.clark@pod-point.com
Melanie Lane, Chief Executive Officer
Mike Killick, Interim Chief Financial Officer
Phil Clark, Investor Relations
Panmure Liberum +44 (0)20 3100 2000
(Sole Financial Adviser, Sole Rule 3 Adviser and Joint Corporate Broker)
Stephen Jones
Tim Medak
Edward Mansfield
Amrit Mahbubani
Canaccord +44 (0)20 7523 8150
(Joint Corporate Broker)
Bobbie Hilliam
Harry
Pardoe
Teneo +44 (0)20 7353 4200 PodPoint@teneo.com
(Media)
Matt Low
Arthur Rogers
Notice related to advisers
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Pod Point and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Pod Point for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this
announcement. Neither Panmure Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Panmure Liberum in connection with this announcement, any statement
contained herein or otherwise.
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Pod Point and for no-one else in connection with the matters
referred to in this Announcement and will not be responsible to any person
other than Pod Point for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the matters
referred to herein. Neither Canaccord Genuity nor any of its affiliates (nor
any of its or their respective directors, officers, employees, representatives
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Canaccord Genuity in
connection with the matters referred to in this Announcement, or otherwise.
Important notices
The release, publication or distribution of this announcement in, into or from
jurisdictions outside the United Kingdom in whole or in part, directly or
indirectly, may be restricted by 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 such restrictions may constitute a violation of the securities law of any
such jurisdiction.
This announcement is for information purposes only, and is not intended to and
does not constitute, or form part of, any offer, invitation or the
solicitation of an 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 whether pursuant to this announcement or
otherwise.
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
(BST) on the 10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (BST) 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 (BST) 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.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in
restricted jurisdictions, on Pod Point's website
at https://investors.pod-point.com (https://investors.pod-point.com/)
promptly and by no later than 12 noon (London time) on the business day
following the date of this announcement. The content of this website is not
incorporated in, and does not form part of, this announcement.
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