Extension of deadline under Rule 2.6c of the Code
14/02/2023 16:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230214:nRSN9140Pa&default-theme=true
RNS Number : 9140P Xpediator PLC 14 February 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 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 AN 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
14 February 2023
Xpediator plc
("Xpediator" or the "Company")
Extension of deadline under Rule 2.6(c) of the Code
On 20 December 2022, the Company announced that it had received an indicative
non-binding proposal from a consortium including the Company's largest
shareholder Cogels Investments Limited ("Cogels"), the investment vehicle of
Stephen Blyth (former CEO of Xpediator), funds managed by Baltcap, one of the
largest private equity investors in the Baltic states, and Justas Versnickas,
the Managing Director of, and 20% shareholder in, Delamode Baltics, a
subsidiary of Xpediator (together the "Consortium") to acquire the
entire issued, and to be issued, share capital of the Company.
Discussions between Xpediator and the Consortium remain ongoing and, to allow
further time for these discussions to continue, in accordance with Rule 2.6(c)
of the Code, the Xpediator Board has requested, and the Panel on Takeovers and
Mergers (the "Takeover Panel") has consented to, an extension to the deadline
(the "Deadline") by which the Consortium is required either to announce a firm
intention to make an offer for Xpediator 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 14
March 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.
Further to the Company's trading update announced on 2 February 2023, the
Xpediator Board has continued to consider its position in relation to its
previous statements that it was minded to recommend the cash element of the
proposed offer by the Consortium at 42 pence per share, assuming a formal
offer were to be made. The Xpediator Board has determined that, at the current
time, and in light of the Company's recent positive trading update, it is no
longer minded to recommend the cash element of the proposed offer. The
Xpediator Board has however agreed to the extension to the Deadline in order
to allow the Consortium to complete necessary due diligence and consider
whether to make a revised proposal.
There can be no certainty that an offer will be made. A further announcement
will be made as and when appropriate.
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.
Enquiries:
Xpediator +44 (0)330 043 2395
Gillian Wilmot, Interim Chairman
Mike Stone, Interim CEO
Richard Myson, CFO
Zeus +44 (0)20 3829 5000
(Financial adviser, corporate broker and nominated adviser to Xpediator)
David Foreman, Jamie Peel, James Hornigold (Investment Banking)
Dominic King (Corporate Broking)
Novella +44 (0)20 3151 7008
(Financial PR)
Tim Robertson, Safia Colebrook
For the purposes of UK MAR, the person responsible for arranging for the
release of this information on behalf of Xpediator is Richard Myson.
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 Xpediator
and for no one else in connection with the subject matter of this announcement
and will not be responsible to anyone other than Xpediator 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 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.Xpediator.com (http://www.xpediator.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.
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 Xpediator 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 Xpediator who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCNKQBPPBKDDBD