REG - Purplebricks Group - Update on Formal Sale Process and PUSU extension

PurplebricksAnnouncement

12/04/2023 15:30

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RNS Number : 0152W  Purplebricks Group PLC  12 April 2023

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 THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.6 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. THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.

 

12 April 2023

Purplebricks Group plc

("Purplebricks" or the "Company")

Update on Formal Sale Process and extension of deadline under Rule 2.6(c) of
the Code regarding Strike Limited

Further to the announcement on 1 March 2023, the Purplebricks Board is pleased
to provide an update on its Formal Sale Process.  Following an extensive
preliminary round of engagement with interested parties, the Company has
progressed into a more targeted phase of detailed diligence and discussions
with credible bidders, which are ongoing. A further update will be made in due
course.

Moreover, on 15 March 2023, the Company announced that it had been in
discussions with Strike Limited ("Strike") regarding its potential
participation in the Formal Sale Process.

As previously announced, Strike is not currently participating in the Formal
Sale Process, however, discussions between Purplebricks and Strike have been
and remain ongoing and, to allow further time for these discussions to
continue, in accordance with Rule 2.6(c) of the Code, Purplebricks' Board has
requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has
consented to, an extension to the deadline by which Strike is required either
to announce a firm intention to make an offer for Purplebricks in accordance
with Rule 2.7 of the Code or to announce 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. Such announcement must now be made by not later
than 5.00 p.m. on 10 May 2023. This deadline can be further extended by the
Board, with the consent of the Takeover Panel in accordance with Rule 2.6(c)
of the Code.

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

The Company remains in an "offer period" in accordance with the rules of the
Code and the attention of shareholders is drawn to the disclosure requirements
of Rule 8 of the Code, which are summarised below.

Matters relating to Strike contained in this announcement have been made with
the consent of Strike.

 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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