REG - Xpediator PLC - Announcement regarding possible offer

XpediatorAnnouncement

20/12/2022 07:00

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RNS Number : 2418K  Xpediator PLC  20 December 2022

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

 

 

20 December 2022

 

Xpediator plc

 

Announcement regarding possible offer

 

The Board of Xpediator plc ("Xpediator" or the "Company") announces, further
to recent press speculation, that it has received an indicative 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.

 

The Consortium's proposal is in respect of a possible offer at a price of 42
pence per Xpediator share in cash (the "Proposal") with a partial loan note
alternative. The Xpediator Board understands that the Consortium currently
intends to effect the Proposal by way of a scheme of arrangement, but that it
reserves the right to implement the Proposal, instead, by way of contractual
offer.

 

The Xpediator Board also understands that the Consortium has received
non-binding letters of support (including an indication of willingness to
accept the loan note alternative) for its Proposal from the Company's two
largest independent shareholders, Shaun Godfrey and Sandu Grigore, who, in
aggregate, are interested in 38,470,261 shares, representing approximately 37
per cent. of the shares held by independent shareholders and approximately
27.1 per cent. of the total issued share capital of the Company. It also
should be noted that Cogels is interested in 37,781,045 shares, representing
approximately 26.7 per cent. of the total issued share capital of the Company.
Cogels is, as a member of the Consortium, inherently supportive of the
Proposal. If, however, the Proposal were to be effected by way of a scheme of
arrangement, Cogels' shareholding would be ineligible to vote on the
implementation of the Proposal.

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 and the finalisation and
documentation of financing for the transaction. The Xpediator Board has
granted the Consortium access to due diligence materials and the Consortium's
due diligence is well advanced.

 

The Board of Xpediator remains confident in the Company's prospects as a
stand-alone listed business. It is, however, evaluating the Proposal together
with its financial adviser, Zeus Capital Limited ("Zeus"), to establish the
attractiveness of the Proposal to all of its stakeholders. As matters
currently stand, the Board of Xpediator is minded to recommend the cash
element of the Proposal to shareholders, should a firm intention to make an
offer pursuant to Rule 2.7 of the Code be announced on the terms set out
above. The Xpediator Board is continuing its discussions with the Consortium
and its advisers to progress the Proposal.

 

Important Takeover Code notes

 

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not
later than 5.00 p.m. on 17 January 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 Xpediator in accordance with the Code and the attention of
Xpediator 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.

 

In accordance with Rule 2.5 of the Code, the Consortium reserves the right to
introduce alternative forms of consideration and to vary the form and mix of
the consideration described above. The Consortium also reserves the right to
make an offer on less favourable terms than those described in this
announcement:

a)   to the extent that Xpediator declares, makes or pays any dividend or
distribution or other payment to its shareholders (in which case the
Consortium reserves the right to make an equivalent reduction to the proposed
price); and/or

b)   with the agreement of the Board of Xpediator; and/or

c)   following the announcement by Xpediator of a Rule 9 waiver pursuant to
the Code.

 

For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been
made with the consent of the Consortium. For the purposes of Rule 2.5(c), the
Consortium has reserved the right to waive any of the pre-conditions set out
above to the making of a firm offer.

 

A further announcement will be made when appropriate.

 

 

Enquiries:

 

 Xpediator                                                                  +44 (0)330 043 2395

 Gillian Wilmot, Interim Chair

 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.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, Xpediator confirms that as at the
close of business on 19 December 2022 its issued share capital consisted
of 141,688,425 ordinary shares of 5 pence each. The International
Securities Identification Number for Xpediator's ordinary shares
is GB00BF6P5V92. Xpediator holds no shares in treasury.

 

Rule 2.4 information

 

Prior to this announcement, it has not been practicable for the Consortium to
make enquiries of all persons acting in concert with it to determine whether
any dealings in Company shares by such persons give rise to a requirement
under Rule 6 or Rule 11 of the Code for the Consortium, if it were to make an
offer, to offer any minimum level, or particular form, of consideration. Any
such details shall be announced as soon as practicable and in any event by no
later than the deadline for the Consortium's Opening Position Disclosure.

Non-binding letters of intent

 

The following Xpediator shareholders have given to the Consortium non-binding
letters of intent to accept, or vote in favour of, a firm offer pursuant to
Rule 2.7 of the Code on the financial terms of the Proposal in respect of a
total of 38,470,261 Xpediator shares, in which they or their family members or
connected persons are beneficially interested, representing, in aggregate,
approximately 27.1 per cent. of Xpediator's issued share capital at the close
of business on 19 December 2022.

 

 Name                Number of Xpediator Shares  Percentage of issued share capital of Xpediator on 19 December 2022
 Mr Shaun R Godfrey  22,683,761                  16.0%
 Mr Sandu Grigore    15,786,500                  11.1%

 

 

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.

 

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