REG - Team Internet Group - Extension of PUSU Deadline under Rule 2.6(c)

Team InternetAnnouncement

04/02/2025 07:15

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RNS Number : 7487V  Team Internet Group PLC  04 February 2025

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 OF A POSSIBLE OFFER 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.
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

 

FOR IMMEDIATE RELEASE

4 February 2025

 Team Internet Group plc

("Team Internet")

 

Extension of PUSU Deadline under Rule 2.6(c) of the Code

 

On 7 January 2025, the Board of Team Internet (the "Board") announced that it
had received two separate approaches from TowerBrook Capital Partners (U.K.)
LLP ("TowerBrook") and Verdane Fund Manager AB ("Verdane") respectively
regarding possible offers to acquire the entire issued and to be issued share
capital of Team Internet.

On 10 January 2025, TowerBrook confirmed that it does not intend to make an
offer for Team Internet.

Discussions between Team Internet and Verdane, including undertaking a due
diligence review, negotiating the full terms of the Possible Offer and
addressing other pre-conditions, have made material progress and remain
ongoing.

 

In accordance with Rule 2.6(c) of the Code, the Board has requested, and the
Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to
the deadline by which Verdane is required either to announce a firm intention
to make an offer for Team Internet in accordance with Rule 2.7 of the Code or
to announce that it does not intend to make an offer, until 5.00
p.m. (London time) on 4 March 2025 (the "Revised PUSU Deadline"). The
Revised PUSU Deadline may only be extended with the agreement of Team Internet
and the Panel in accordance with Rule 2.6(c) of the Code.

 

There can be no certainty that a firm offer will be made for Team Internet nor
to the terms on which any such firm offer might be made.

 

A further announcement will be made as and when appropriate.

 

Enquiries

For further information, please contact:

Team Internet Group
plc
                +44 (0) 203 388 0600

Michael Riedl, Chief Executive Officer

William Green, Chief Financial Officer

 

HSBC Bank plc (Financial
Adviser)
                +44 (0) 20 7991 8888

Christopher Fincken / Andrew Owens

Alina Vaskina (Corporate Broking)

 

Zeus Capital Limited (NOMAD and Joint Broker)

Nick Cowles / James Edis (Investment Banking)
 
                +44 (0) 161 831 1512

Dominic King (Corporate Broking)
 
+44 (0) 203 829 5000

 

Important notices

In accordance with Rule 26.1 of the Takeover Code, a copy of the announcement
will be available on Team Internet's website at www.teaminternet.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. 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 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.

This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Team Internet 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 Team Internet
who are not resident in the United Kingdom will need to inform themselves
about, and observe, any applicable requirements.

HSBC Bank plc is authorised by the PRA and regulated by the FCA and the PRA in
the United Kingdom and is acting exclusively for Team Internet and no one else
in connection with the possible offer and other matters referred to in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the possible offer or any
other matters referred to in this announcement and is not, and will not be,
responsible to anyone other than Team Internet for providing the protections
afforded to its clients or for providing advice in relation to the possible
offer, the contents of this announcement or any transaction or arrangement
referred to in this announcement.

 

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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, 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.

Certain statements in this announcement are forward looking and so involve
risk and uncertainty because they relate to events, and depend upon
circumstances that will occur in the future and therefore results and
developments can differ materially from those anticipated. The forward-looking
statements reflect knowledge and information available at the date of
preparation of this announcement and Team Internet undertakes no obligation to
update these forward-looking statements.

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