REG - Purplebricks Group - Announcement regarding possible offer

PurplebricksAnnouncement

26/05/2023 16:00

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RNS Number : 8625A  Purplebricks Group PLC  26 May 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.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE MARKET ABUSE
REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

FOR IMMEDIATE RELEASE

 

26 May 2023

Purplebricks Group plc

("Purplebricks" or the "Company")

Announcement regarding possible offer

 

The Board of Purplebricks announces, further to the announcement on 17 May
2023 outlining the proposed sale of business and assets to Strike Limited,
that it has received an indicative proposal from Lecram Holdings Limited
("Lecram"), to acquire the entire issued, and to be issued, share capital of
the Company.

Lecram's proposal is in respect of a possible offer at a price of 0.5 pence
per Purplebricks share in cash (the "Proposal").  The Board does not
currently consider that the Proposal reflects an improvement on the proposed
sale of business and assets to Strike Limited, particularly as regards
anticipated return to shareholders and certainty for the Company's other
stakeholders. The Board therefore continues to recommend the Company's
shareholders vote in favour the resolutions being proposed at its general
meeting to take place on 2 June 2023.

The Proposal, if it was to proceed to a formal offer, is subject to the
satisfaction or waiver of a number of customary pre-conditions, including
satisfactory completion of due diligence, the lapsing of the proposed sale of
Business and Assets to Strike Limited (as referenced in the announcement of 17
May 2023) and the finalisation and documentation of financing for the
transaction.

Important Takeover Code notes

 

In accordance with Rule 2.6(a) of the Code, Lecram is required, by not later
than 5.00 p.m. on 23 June 2023, either to announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or to announce
that it does not intend to make an offer for the Company, 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 Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an "offer period" has now commenced in
respect of Purplebricks in accordance with the Code and the attention of
Purplebricks shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

Shareholders should note there is no certainty any formal offer will be made,
even if the pre-conditions referred to above are satisfied or
waived. Accordingly, shareholders are advised to take no action at this
time.

 

This announcement has been made without the consent of Lecram.

 

 

 Enquiries

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

 Dominique Highfield (CFO)

 Zeus (Financial Adviser, 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
(http://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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