TIDMHDT
RNS Number : 5233X
Holders Technology PLC
21 December 2023
21 December 2023
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 OF
SUCH JURISDICTION.
Holders Technology plc
("Holders Technology", the "Group" or the "Company")
Tender Offer Update - Closure of Tender Offer
Holders Technology (AIM:HDT) announces that, further to the
announcement of the Tender Offer on 29 November 2023, a total
2,012,552 Ordinary Shares representing approximately 48 per cent.
of the issued ordinary share capital of the Company were tendered
under the Tender Offer as at the Closing Date of 1.00 p.m. on 20
December 2023.
As noted in the announcement of 19 December 2023 (the
"Unconditional Date"), all of the remaining conditions under the
Tender Offer have been satisfied and therefore the Tender Offer is
unconditional in all respects.
The Ordinary Shares tendered pursuant to the Tender Offer will
be purchased and cancelled on 22 December 2023. Shareholders can
expect to receive the proceeds from the sale of the Ordinary Shares
they have tendered, at 43p per Ordinary Share, by 5 January
2024.
The Company is no longer in an "Offer Period" for the purposes
of the Takeover Code.
The Tender Offer will remain open for acceptances for a further
14 calendar days from the Unconditional Date, to enable
Shareholders who have not yet tendered their Ordinary Shares in the
Tender Offer to do so if they wish. In order to do so, Shareholders
must lodge their completed Tender Forms with the Company's
receiving agent, Neville Registrars Limited, or submit their
instructions via CREST, prior to 1.00 p.m. on 2 January 2024. The
Board urges Shareholders who have not yet tendered their Ordinary
Shares under the Tender Offer to carefully read the Circular
published on 29 November 2023, which provides information about the
background to, and reasons for, the Tender Offer.
For further information, contact:
Holders Technology plc 01896 758781
Rudi Weinreich, Executive Chairman
Victoria Blaisdell, Group Managing Director
Mehul Shah, Group Finance Director
Website www.holderstechnology.com
SP Angel Corporate Finance LLP (Financial Adviser, 020 3470
Nominated Adviser and Broker) 0470
Matthew Johnson/Harry Davies-Ball, Corporate Finance
Abigail Wayne, Corporate Broking
Important Notices
S.P. Angel Corporate Finance LLP ("SP Angel"), which is
authorised and regulated by the FCA, is acting as nominated adviser
and broker to the Company for the purposes of the AIM Rules.
Persons receiving this announcement should note that SP Angel is
acting exclusively for the Company and no one else and will not be
responsible to anyone, other than the Company, for providing the
protections afforded to customers of SP Angel or for advising any
other person on the transactions and arrangements described in this
announcement. SP Angel makes no representation or warranty, express
or implied, as to the contents of this announcement and SP Angel
does not accept any liability whatsoever for the accuracy of or
opinions contained (or for the omission of any material
information) in this announcement and shall not be responsible for
the contents of this announcement. Nothing in this paragraph shall
serve to exclude or limit any responsibilities which SP Angel may
have under FSMA or the regulatory regime established
thereunder.
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 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 the United Kingdom. The release,
distribution or publication of this announcement in jurisdictions
outside the United Kingdom may be restricted by the 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 laws of
any such jurisdiction.
Forward-looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
intentions, beliefs or current expectations concerning, amongst
other things, the Group's results of operations, financial
condition, liquidity, prospects, growth and strategies. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including, without limitation: ability to find
appropriate investments in which to invest and to realise
investments held by the Group; conditions in the public markets;
the market position of the Group; the earnings, financial position,
cash flows and return on capital of the Group; the anticipated
investments and capital expenditures of the Group; changing
business or other market conditions; and general economic
conditions.
Forward-looking statements contained in this announcement based
on past trends or activities should not be taken as a
representation that such trends or activities will continue in the
future. Subject to any requirement under the AIM Rules, Prospectus
Rules, the Disclosure and Transparency Rules or other applicable
legislation or regulation, the Company does not undertake any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.
No Profit Forecast
No statement in this announcement or incorporated by reference
into this announcement is intended to constitute a profit forecast
or profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those for the preceding
financial periods of the Company.
Notice for US Shareholders
The Tender Offer relates to securities in a non-US company which
is registered in the UK and is subject to the disclosure
requirements, rules and practices applicable to companies listed in
the UK, which differ from those of the United States in certain
material respects. This announcement has been prepared in
accordance with UK style and practice for the purpose of complying
with English law and the AIM Rules, and US Shareholders should read
this entire announcement and the Circular, including Part 2. The
financial information relating to the Company, which is available
for review on the Company's website, has not been prepared in
accordance with generally accepted accounting principles in the
United States and thus may not be comparable to financial
information relating to US companies.
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be extended into the United States in
accordance with the requirements of Regulation 14E under the US
Exchange Act to the extent applicable. Certain provisions of
Regulation 14E under the US Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act.
US Shareholders should note that the Ordinary Shares are not listed
on a US securities exchange and the Company is not subject to the
periodic reporting requirements of the US Exchange Act and is not
required to, and does not, file any reports with the US Securities
and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
United States and all of its officers and directors reside outside
the US. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each Shareholder is
urged to consult his, her or its independent professional adviser
immediately regarding the tax consequences of tendering any
Ordinary Shares in the Tender Offer.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, SP Angel or any of their
respective affiliates, may make certain purchases of, or
arrangements to purchase, Ordinary Shares outside the United States
during the period in which the Tender Offer remains open for
participation, including sales and purchases of Ordinary Shares
effected by SP Angel acting as market maker in the Ordinary Shares.
These purchases, or other arrangements, may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of
Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10)
thereunder, such purchases, or arrangements to purchase, must
comply with applicable English law and regulation, including the
AIM Rules, and the relevant provisions of the US Exchange Act. Any
information about such purchases will be disclosed as required in
the UK and the United States and, if required, will be reported via
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
While the Tender Offer is being made available to Shareholders
in the United States, the right to tender Ordinary Shares is not
being made available in any jurisdiction in the United States in
which the making of the Tender Offer or the right to tender such
Ordinary Shares would not be in compliance with the laws of such
jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables or forms may vary
slightly and figures shown as totals in certain tables or forms may
not be an arithmetic aggregation of the figures that precede
them.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Company's website at
www.holderstechnology.com by no later than 12 noon (London time) on
22 December 2023. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Defined Terms
Defined terms in this announcement have the same meaning as in
the Circular (unless otherwise specified).
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END
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