TIDMPURP
RNS Number : 8625A
Purplebricks Group PLC
26 May 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 OR
REGULATIONS 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 AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS CONSIDERED
TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS INCORPORATED INTO
UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
26 May 2023
Purplebricks Group plc
("Purplebricks" or the "Company")
Announcement regarding possible offer
The Board of Purplebricks announces, further to the announcement
on 17 May 2023 outlining the proposed sale of business and assets
to Strike Limited, that it has received an indicative proposal from
Lecram Holdings Limited ("Lecram"), to acquire the entire issued,
and to be issued, share capital of the Company.
Lecram's proposal is in respect of a possible offer at a price
of 0.5 pence per Purplebricks share in cash (the "Proposal"). The
Board does not currently consider that the Proposal reflects an
improvement on the proposed sale of business and assets to Strike
Limited, particularly as regards anticipated return to shareholders
and certainty for the Company's other stakeholders. The Board
therefore continues to recommend the Company's shareholders vote in
favour the resolutions being proposed at its general meeting to
take place on 2 June 2023.
The Proposal, if it was to proceed to a formal offer, is subject
to the satisfaction or waiver of a number of customary
pre-conditions, including satisfactory completion of due diligence,
the lapsing of the proposed sale of Business and Assets to Strike
Limited (as referenced in the announcement of 17 May 2023) and the
finalisation and documentation of financing for the
transaction.
Important Takeover Code notes
In accordance with Rule 2.6(a) of the Code, Lecram is required,
by not later than 5.00 p.m. on 23 June 2023, either to announce a
firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make
an offer for the Company, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can be extended with the consent of the Panel on Takeovers
and Mergers 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 Purplebricks in accordance with the Code
and the attention of Purplebricks shareholders is drawn to the
disclosure requirements of Rule 8 of the Code, which are summarised
below.
Shareholders should note there is no certainty any formal offer
will be made, even if the pre-conditions referred to above are
satisfied or waived. Accordingly, shareholders are advised to take
no action at this time.
This announcement has been made without the consent of
Lecram.
Enquiries
For further information, please contact:
Purplebricks
Helena Marston (CEO) Via M7 Communications Ltd
Dominique Highfield (CFO)
Zeus (Financial Adviser, Nominated Adviser and Broker)
Jamie Peel, James Hornigold (Investment
Banking) + 44 (0)20 3829 5000
Ben Robertson (Corporate Broking)
PricewaterhouseCoopers LLP (Financial
Adviser) +44 (0) 20 7583 5000
Jon Raggett
M7 Communications
Mark Reed + 44 (0) 7903 089 543
mark@m7communications.co.uk
About Purplebricks
Purplebricks is a leading technology-led estate agency business,
based in the UK. Purplebricks combines highly experienced and
professional Local Property Partners and innovative technology to
help make the process of selling, buying or letting more
convenient, transparent and cost effective. Purplebricks shares are
traded on the London Stock Exchange AIM market.
Additional information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
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, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Purplebricks who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Purplebricks who are not resident in the United Kingdom will need
to inform themselves about, and observe any applicable
requirements.
Notice related to financial adviser
Zeus Capital Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Purplebricks and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Purplebricks for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
PwC is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA") and is acting exclusively for
the Purplebricks and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Purplebricks for providing the protections afforded to
its clients nor for providing advice in relation to the subject
matter 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, 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.
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.purplebricksplc.com by no later than 12 noon (London time) on
the business day 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 information
In accordance with Rule 2.9 of the Code, Purplebricks confirms
that as at the date of this announcement, its issued share capital
consists of 306,806,039 ordinary shares of 1 pence each. The
International Securities Identification Number for Purplebricks'
ordinary shares is GB00BYV2MV74 . Purplebricks holds no shares in
treasury.
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END
MSCZQLFLXELZBBE
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