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 SUCH
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. 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.
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN
FOR IMMEDIATE
RELEASE
24 May
2024
Redcentric plc ("Redcentric" or
the "Company")
The board of directors of Redcentric
(the "Board") notes the recent press speculation and confirms that
it is in the early stages of discussions with Wiit SpA, regarding a
possible offer for the entire issued and to be issued share capital
of Redcentric.
Discussions are at a preliminary
stage and there can be no certainty that any offer will be made,
nor as to the terms of any such offer.
Under Rule 2.6(a) of the Code, Wiit
SpA must by no later than 5.00 p.m. on 21 June 2024, being 28 days
after the date of this announcement, either announce a firm
intention to make an offer for Redcentric in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer for Redcentric, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Takeover
Panel 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 the Company 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.
A further announcement will be made as
appropriate.
Enquiries:
Redcentric
plc
Tel: +44 (0) 14 2385 0000
Peter
Brotherton
Peter.Brotherton@redcentricplc.com
David
Senior
David.Senior@redcentricplc.com
Lazard
Tel: +44 (0) 20 7187 2000
Financial adviser to Redcentric
Vasco Litchfield
Nicholas Page
Roman Rudman
Cavendish Capital
Markets Limited - Nomad and
Broker
Marc Milmo / Simon Hicks / Charlie
Beeson (Corporate Finance)
Andrew Burdis / Sunila de Silva
(ECM)
|
+44 (0)20 7220 0500
|
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.redcentricplc.com, by no later than 12 noon
(London time) on the business day immediately 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 Disclosure
In accordance with Rule 2.9 of the Code, as at
the close of business on 23 May 2024 (being the business day prior
to the date of this announcement), Redcentric confirms that it had
in issue 158,266,731 ordinary shares of GBP 0.1p each with voting
rights and admitted to trading on the London Stock Exchange under
the ISIN code GB00B7TW1V39.
Disclaimer
Lazard & Co., Limited ("Lazard"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
Redcentric and no one else, in connection with the matters set out
in this announcement and will not be responsible to anyone other
than the Redcentric for providing the protections afforded to
clients of Lazard nor for providing advice in relation to the
matters set out in this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any statement
contained herein or otherwise.
Cavendish Capital Markets Limited
("Cavendish"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated advisor and broker to
Redcentric and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than Redecentric for providing the protections offered to clients
of Cavendish or for providing advice in connection with any matter
referred to in this announcement. Neither Cavendish nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Cavendish in connection with this announcement, any statement
contained herein, the Offer or otherwise. No representation or
warranty, express or implied, is made by Cavendish as to the
contents of this announcement.
Inside information
This announcement contains inside information
as defined in the UK version of the Market Abuse Regulation (EU)
No.596/2014, which is part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via a Regulatory Information Service, such inside
information will be considered to be in the public
domain.
The person responsible for arranging the
release of this announcement on behalf of Company is Peter
Brotherton.
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) of the Code 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 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of the Code).
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.
Additional information
This announcement is not intended to, and does
not, constitute an offer to sell, or the solicitation of an offer
to subscribe to buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote in any
jurisdiction.
The release, publication or distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such
jurisdiction.