TIDMRCN
RNS Number : 7887X
Redcentric PLC
02 September 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS IN ACCORDANCE WITH THE COMPANY'S
OBLIGATIONS UNDER ARTICLE 7 OF THAT REGULATION
FOR IMMEDIATE RELEASE
2 September 2020
Redcentric PLC
("Redcentric" or the "Company")
Response to press speculation - formal sale process and
strategic review
As noted at the time of the Company's full year results, FY 20
was a significant year for Redcentric and it was a year in which
the Company ended the financial year in a much stronger position
than it started in. Having successfully completed the integration
of historical acquisitions and implemented efficiency initiatives
across the business, the Company was in an excellent position to
actively start to explore the many opportunities open to it to
deliver further shareholder value.
In light of this confidence in the position of the Company, the
Board of Redcentric believed that this was the correct time to
ensure that it had explored the various options open to it to
deliver shareholder value, including organic growth and/or
evaluating potential acquisitions or the potential sale of the
Company.
The Board of Redcentric therefore notes the recent media
speculation and confirms that it has initiated limited discussions
with third parties with a view to seeking a potential purchaser or
purchasers for the Company. Following this speculation, as part of
a broader strategic review, Redcentric is announcing a formal sale
process as set out in Note 2 of Rule 2.6 of the Code that could
result in a sale of the Company. Whilst a potential offer for the
Company may be the outcome of a formal sale process, the Company is
alternatively evaluating potential options in relation to organic
growth and/or potential acquisitions that might be made by the
Company.
Redcentric has agreed with The Panel on Takeovers and Mergers
(the "Takeover Panel") that 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 following
the date of this announcement 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 Stifel (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 Redcentric's
business to enable them to submit an indicative proposal to
Stifel.
The Board currently expects the formal sale process to conclude
during the fourth quarter of 2020. The Company confirms that it is
currently in discussions with Macquarie Principal Finance Pty
Limited, UK Branch and Six Degrees Holdings Limited. It should be
noted that, as at the date of this announcement, the Company has
not received any form of approach or indicative proposal to acquire
the Company, either pursuant to the Company-initiated discussions
or otherwise. There can be no certainty that any offer will be made
for the Company, nor that any transaction will be executed, nor as
to terms of any such offer or transaction.
The Board reserves the right to alter any aspect of the formal
sales 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.
Following this announcement, the Company is now considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below will apply. Stifel is acting
as sole financial adviser in relation to the Code.
Further announcements will be made as and when appropriate.
Enquiries:
Redcentric
Peter Brotherton, Chief Executive Officer +44 (0)800 983 2522
David Senior, Chief Financial Officer
Stifel Nicolaus Europe Limited (Sole Financial Adviser)
Patrick Seely / Hamish Shah
Nick Adams / Alex Price +44 (0) 20 7710 7600
finnCap Limited (Nomad and Broker) +44 (0)20 7220 0500
Marc Milmo / Simon Hicks / Charlie Beeson (Corporate
Finance)
Andrew Burdis / Sunila de Silva (ECM)
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 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.
MAR
The information contained within this announcement is considered
by the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.
The person responsible for arranging the release of this
announcement on behalf of the Company is Peter Brotherton, CEO.
Additional information
Stifel Nicolaus Europe Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting for Redcentric and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than Redcentric for providing the protections
afforded to clients of Stifel Nicolaus Europe Limited, or for
giving advice in connection with the matters described in this
announcement or any matter referred to herein.
Publication on Website
A copy of this announcement will be made available at
www.redcentricplc.com no later than 12.00 noon (London time) on 3
September 2020 (being the business day following the date of this
announcement) in accordance with Rule 26.1(a) of the Code. 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, Redcentric confirms
that, as at the close of business on 1 September 2020, it had in
issue 154,058,316 ordinary shares of 0.1 pence each. The
International Securities Identification Number (ISIN) for
Redcentric's ordinary shares is GB00B7TW1V39.
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END
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