Strategic Review
26/09/2024 07:00
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RNS Number : 6921F Touchstar PLC 26 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, INTO OR
WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS
OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULES 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION
BY ANY PARTY TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN
BE NO CERTAINTY THAT AN OFFER WILL BE MADE FOR TOUCHSTAR PLC, NOR AS TO THE
TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED BY VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Touchstar plc
Strategic review
Touchstar plc ((AIM: TST) "Touchstar", the "Company" or the "Group"),
suppliers of mobile data computing solutions and managed services to a variety
of industrial sectors, announces that the Board will be conducting a strategic
review of the Company to identify the optimal path for future growth and value
creation for its Shareholders. This review will explore various options,
including a potential sale of the Company, its assets or other relevant
transactions.
The Company has over time been approached by various parties about possible
mergers, alliances or sale of all or parts of the business. To date these have
been received and considered on an ad hoc basis. The Board now feels it is in
shareholders' interests to the consider the Company's options more formally
and openly.
The objective of the strategic review will be to ascertain the right path for
the business, one that enables shareholder value to be fully reflected, gives
opportunity to employees, and serves customers well.
The Board believe that Touchstar has demonstrably a high quality of earnings,
considerable growth potential and a proven record of cash generation. The
long-term growth strategy and prospects of the business remain positive, and
we are continuing to invest to support that growth.
The Company is not currently in talks with any potential offeror and is not in
receipt of any approach in regard to an offer. There can be no certainty that
a transaction will be pursued by the Company, nor as to the terms of any
eventual transaction.
Zeus Capital Limited is acting as Lead Financial Adviser, Nominated Adviser
and Broker to the Company in relation to the strategic review.
Takeover Code notes
The Takeover Panel Executive has granted a dispensation from the requirement
of Rule 2.4 (a) and (b) of the Takeover Code such that Touchstar is not
required to identify any potential offeror which Touchstar subsequently refers
to the existence of in an announcement unless that potential offeror has been
specifically identified in any rumour or speculation.
As a consequence of this announcement, Touchstar is now in an "offer period"
as defined in the Takeover Code and the attention of Touchstar's shareholders
is drawn to the dealing disclosure requirements of Rule 8 of the Takeover
Code, which are summarised below.
For further information, please contact:
Touchstar plc Ian Martin/ Mark Hardy 0161 874 5050
Zeus - Lead Financial Adviser, Nominated Adviser and Broker Mike Coe/ Darshan Patel/Sarah Mather www.zeuscapital.co.uk
+44 (0) 203 829 5000
Information on Touchstar plc can be seen at: www.touchstarplc.com
(http://www.touchstarplc.com/)
Important notices
Notice related to financial adviser
Zeus Capital Limited ("Zeus") which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as [financial
adviser], nominated adviser and broker exclusively for Touchstar and for no
one else in connection with the subject matter of this announcement and will
not be responsible to anyone other than Touchstar for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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 (as defined in the Takeover Code).
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
(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 Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) at www.Touchstar.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 Takeover Code, Touchstar confirms that as
at the close of business on 25 September 2024 its issued share capital
consisted of 8,200,077 ordinary shares of 5 pence each of which 275,000 shares
are held in treasury). The voting total rights in Touchstar is 8,200,077. The
International Securities Identification Number for Touchstar's ordinary
shares is GB00BD9YDB55.
Notice to overseas investors
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 Touchstar 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 Touchstar who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.
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