TIDMBOTB
RNS Number : 1655Q
Best of the Best PLC
17 June 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 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 OFFER WILL BE MADE OR
THE TERMS ON WHICH SUCH AN OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Best of the Best plc
("Best of the Best", "BOTB", "the Company" or "the Group")
Review of Options under Formal Sale Process
Best of the Best plc runs competitions online to win cars and
other prizes.
Best of the Best plc, (LSE: BOTB) the online organiser of weekly
competitions to win cars and other lifestyle prizes, has been
pleased to note a heightened level of interest in the Company
following its announcement of the results for the year ended 30
April 2020. This has included very preliminary expressions of
interest which could potentially lead to an offer or offers being
made for the Company.
The Board of BOTB has confidence in the long term prospects for
the Company but believes that it is in the best interest of all
stakeholders to explore possible strategic options for the business
(including a potential sale) by commencing a "formal sale process"
(as described in the Code) (the "FSP"). The Board believes that the
FSP framework will, in the context of a publicly listed company,
best facilitate engagement with potential partners and the
assessment of these expressions of interest. The Board will assess
the merits of expressions of interest received pursuant to the FSP
but wishes to be clear that there can be no certainty that any
offer will be forthcoming or the terms of any such offer.
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 process will not be
required to be publicly identified as a result of this announcement
(subject to note 3 to Rule 2.2 of the Code) and will not be subject
to the 28 day deadline referred to in Rule 2.6(a) of the Code, for
so long as it is participating in the process. Following this
announcement, the Company is now considered to be in an "offer
period" as defined in the Code and, amongst other provisions, the
dealing disclosure requirements set out below will apply.
The Board has appointed Oakvale Capital LLP ("Oakvale") as its
financial adviser with regard to the FSP and finnCap Ltd as Rule 3
adviser. Parties with an interest in participating in the process
should contact Oakvale on the contact details (email preferably)
set out below. Oakvale will explain the process to participate in
the FSP which will involve providing an expression of interest and
entering into a non-disclosure agreement in order to receive
confidential information. The Board reserves the right to reject
any approach or terminate discussions with any interested party or
participant at any time (without liability to any person).
Further announcements will be made as and when appropriate.
Important further disclosures required pursuant to the Code are set
out below.
Enquiries:
Best of the Best plc William Hindmarch, Chief T: +44 (0)20 7371
Executive 8866
Rupert Garton, Commercial
Director
Buchanan Chris Lane T: +44 (0)207 466
(Public Relations & Press) Toto Berger 5000
Charlotte Slater
Oakvale Capital T: +44 (0)20 7580
(Financial Adviser) Daniel Burns 3838
E: daniel@oakvalecapital.com
Kieran Davey E: kieran@oakvalecapital.com
finnCap Corporate Finance T: +44 (0)20 7220
(Rule 3 Adviser, Nominated Carl Holmes 0500
Adviser and Broker) Kate Bannatyne
Teddy Whiley
Alice Lane
finnCap Ltd and Oakvale Capital LLP, which are both regulated in
the United Kingdom by The Financial Conduct Authority, are acting
for the Company in relation to the matters described in this
announcement and are not advising any other person, and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of finnCap and/or
Oakvale Capital or for providing advice in relation to the matters
described in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
release, distribution or publication of this announcement in
jurisdictions outside of the United Kingdom may be restricted by
laws of the relevant jurisdictions, and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, any such restrictions. Any failure to comply
with the restrictions may constitute a violation of the securities
law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
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.
Rule 2.9
In accordance with Rule 2.9 of the Code, BOTB confirms that it
has in issue 9,377,253 ordinary shares of 5 pence each in the
capital of the Company ("Ordinary Shares") admitted to trading on
the AIM Market of the London Stock Exchange. The International
Securities Identification Number for BOTB Ordinary Shares is
GB00B16S3505.
Rule 26.1
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Company's website at
https://www.botb.com/about/investors . 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 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.
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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June 17, 2020 02:00 ET (06:00 GMT)
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