TIDMBOOM
RNS Number : 3940D
Audioboom Group PLC
19 February 2020
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 ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER
WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE
MADE.
Audioboom Group plc
(" Audioboom ", the "Group" or the "Company")
Review of strategic options - formal sale process under the
Code
In its announcement of 10 February 2020, the board of Audioboom
(the "Board") confirmed that the Company had retained Raine
Advisors Limited ("Raine") as its financial adviser in relation to
examining strategic options for the Company, in order to deliver
maximum value for its shareholders (the "Strategic Review"). The
announcement of 10 February 2020 noted that Raine will provide
advice and assistance to the Company in relation to a range of
corporate options including, inter alia, strategic partnerships,
financial investment, business combinations and potentially the
sale of the Company.
Formal sale process
Audioboom has agreed with The Panel on Takeovers and Mergers
(the "Takeover Panel") that, as part of the Strategic Review
process, any discussions in relation to an offer for the Company
may take place within the context of a formal sale process (as
referred to in the Code) in order to enable conversations with
parties interested in making such an offer proposal to take place
on a confidential basis. Accordingly, the Takeover Panel has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the formal sale process will not be required to be
publicly identified as a result of this announcement and will not
be subject to the 28 day deadline referred to in Rule 2.6(a), for
so long as it is participating in the formal sale process.
Parties with a potential interest in making a proposal under the
formal sale process should contact Raine (via the contact details
as set out below). Any interested party will be required to enter
into a non-disclosure agreement with the Company before being
permitted to participate in the process. Following execution of
such agreement, it is currently expected that interested parties
will then be provided with certain information on Audioboom's
business to enable them to submit an indicative proposal to
Raine.
The Board currently expects for the Strategic Review process
(including the formal sale process) to conclude during the third
quarter of 2020.
The Company confirms that while it or its advisers have received
initial enquiries from certain parties, it is not in discussions
with any potential offeror at this time.
The Board reserves the right to alter any aspect of the
Strategic Review process or to terminate it at any time and will
make further announcements as appropriate. The Board reserves the
right to reject any approach or terminate discussions with any
interested party or participant at any time.
The Company remains in an "offer period" as defined in the Code
and the dealing disclosure requirements as stated in the Company's
announcement of 10 February 2020 continue to apply.
Allenby Capital Limited is acting as financial adviser in
relation to the Code.
A further announcement will be made as and when appropriate.
For further information please contact:
Enquiries
Audioboom Group plc Tel: +44(0)20 7403 6688
Mike Tobin, Chairman
Brad Clarke, Chief Financial Officer
Allenby Capital Limited (Nominated Tel: +44(0)20 3328 5656
Adviser, Rule 3 Adviser and Broker)
David Hart /Alex Brearley/Asha Chotai
Raine Advisors Limited (Financial Tel: +44(0)203 695 8600
Adviser)
Jason Schretter, Partner
Joseph Puthenveetil, Managing Director
Walbrook PR Limited (PR & IR Advisers) Tel: +44(0)20 7933 8780
Nick Rome/Tom Cooper or audioboom@walbrookpr.com
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at https://audioboomplc.com/ in accordance with Rule
26.1 of the Code by no later than 12 noon (London time) on 20
February 2020. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part 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(s), 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 Takeover 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
Raine Advisors Limited ("Raine") is an appointed representative
of Sapia Partners LLP, a firm which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom. Raine is
acting exclusively for Audioboom and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
Audioboom for providing the protections afforded to clients of
Raine or its affiliates, or for providing advice in relation to the
contents of this announcement or any other matter referred to
herein.
Allenby Capital Limited ("Allenby Capital"), is authorised and
regulated by the Financial Conduct Authority in the United Kingdom.
Allenby Capital is acting as financial adviser in relation to the
Code exclusively for Audioboom and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
Audioboom for providing the protections afforded to clients of
Allenby Capital or its affiliates, or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of any
offer to buy, sell, subscribe for any securities or the
solicitation of any vote in any jurisdiction.
The 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 the restrictions may constitute a violation of the
securities law of any such jurisdiction.
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 or visit www.rns.com.
END
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