Announcement regarding possible offer

Purplebricks

15/03/2023 08:42

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RNS Number : 0520T  Purplebricks Group PLC  15 March 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 OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE 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 AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

 

 

 

15 March 2023

 

Purplebricks Group plc

 

("Purplebricks" or the "Company")

 

Announcement regarding possible offer

 

Purplebricks notes the recent press speculation regarding a possible offer for
the Company by Strike Limited ("Strike"). Purplebricks confirms that it has
been in discussions with Strike regarding their potential participation in the
Formal Sale Process announced on 1 March 2023 (the "Formal Sale Process"). At
the current time Strike is not participating in the Formal Sale Process. As
noted in the announcement of the Formal Sale Process, all participants are
being required to enter into a non-disclosure agreement ("NDA") on terms
satisfactory to Purplebricks. Such NDA reflects terms typical for a Formal
Sale Process and enables the Formal Sale Process to run in a fair and
coordinated manner for the benefit of Purplebricks' stakeholders.

There can be no certainty as to whether Strike will make an offer for
Purplebricks, nor the terms of any such offer.

Rule 2.6(a) of the Code requires that Strike, by no later than 5.00 p.m. on 12
April 2023, being 28 days following this announcement, either announces a firm
intention to make an offer for Purplebricks in accordance with Rule 2.7 of the
Code or announces that it does not intend to make an offer, 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 without the consent of Strike.

 

 

 Enquiries

 For further information, please contact:
 Purplebricks
 Helena Marston (CEO)                              Via M7 Communications Ltd

 Dominique Highfield (CFO)

 Zeus (Financial Advisor, Nominated Adviser and Broker)
 Jamie Peel, James Hornigold (Investment Banking)  + 44 (0)20 3829 5000
 Ben Robertson (Corporate Broking)

 PricewaterhouseCoopers LLP (Financial Adviser)    +44 (0) 20 7583 5000
 Jon Raggett

 

 M7 Communications
 Mark Reed          + 44 (0) 7903 089 543

                    mark@m7communications.co.uk

About Purplebricks

 

Purplebricks is a leading technology-led estate agency business, based in the
UK. Purplebricks combines highly experienced and professional Local Property
Partners and innovative technology to help make the process of selling, buying
or letting more convenient, transparent and cost effective. Purplebricks
shares are traded on the London Stock Exchange AIM market.

 

Additional information

 

This announcement 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, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Purplebricks who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Purplebricks who are not resident
in the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

Notice related to financial adviser

 

Zeus Capital Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Purplebricks and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Purplebricks for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.

 

PwC is authorised and regulated in the United Kingdom by the Financial Conduct
Authority ("FCA") and is acting exclusively for the Purplebricks and for no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than Purplebricks for providing the
protections afforded to its clients nor for providing advice in relation to
the subject matter of this announcement.

 

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, 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
(http://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 (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.purplebricksplc.com by no later than 12 noon
(London time) on the business day following the date of this announcement.
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 information

 

In accordance with Rule 2.9 of the Code, Purplebricks confirms that as at the
date of this announcement, its issued share capital consists of 306,806,039
ordinary shares of 1 pence each. The International Securities Identification
Number for Purplebricks' ordinary shares is GB00BYV2MV74. Purplebricks holds
no shares in treasury.

 

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