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 ANNOUNCEMENT DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY
THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION NO. 596/2014 (AS
INCORPORATED INTO UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
5 June
2024
Crimson
Tide plc
("Crimson
Tide", the "Group" or "Company")
Response
to Possible Offer announcement by Checkit plc
("Checkit")
The Board of Crimson Tide ("Board"
or "Directors") notes the announcement of 4 June by Checkit
regarding a possible all-share offer for the Company (the
"Announcement" and the "Possible Offer").
The Board confirms that only one
formal written proposal has been made by Checkit in relation to a
possible combination of the two businesses with a number of
informal proposals also made. The Board has engaged with all
serious and considered proposals and objects strongly to the
suggestion that they have refused to do so. The Board are
disappointed that the Announcement was made without any prior
notification to the Board or Crimson Tide's advisers.
A written indicative proposal was
received by the Board from Checkit on 12 January 2024 (the "January
2024 Proposal") which set out a possible all-share merger of the
two companies at a price that implied a minimal premium to the then
Crimson Tide share price, together with an expectation that Checkit
directors should represent a majority of the enlarged board. The
Board noted the potential commercial and strategic logic to such a
combination but considered that the terms of this proposal were
neither adequate nor attractive. This conclusion was supported by
those directors of Crimson Tide and their connected parties who
were shareholders (holding in aggregate approximately 11.0 per cent
of the Company's total voting rights).
No revised proposals capable of
consideration by the Board have been received until the
Announcement. In the absence of any substantive or improved
proposal which addressed the Board's previous response, the Board
did not engage with Checkit in April 2024.
The Board notes that the headline
terms set out in the Announcement do not represent a material
improvement in the terms previously proposed and therefore the
Board continues to believe that the Possible Offer significantly
undervalues the Company and its prospects and does not address the
wider concerns raised by the Board (including as to governance and
management of the enlarged group).
The Board is open to exploring all
options that might have the benefit of enhancing value for Crimson
Tide's shareholders.
As recently reported, Crimson Tide
has a new Chief Executive Officer in Phil Meyers, a strong balance
sheet and the benefit of a robust long-term
contracted revenue base. The Group's mpro5 app has been
significantly enhanced and is now undergoing further upgrades. The
Company has committed more to marketing and expanded its pipeline,
alongside the implementation of a partner acquisition
strategy. Taking all factors into account the Board feels entirely
comfortable with its outlook as a standalone entity.
There can be no certainty that any
firm offer will be made by Checkit and shareholders are advised to
take no action at this time. A further announcement will be made as
appropriate.
In accordance with Rule 2.6(a) of
the Code, Checkit must by no later than 5.00 pm (London time) on 2
July 2024, either announce a firm intention to make an offer for
Crimson Tide in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer for Crimson Tide, in which
case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can only be extended with
the consent of the Panel on Takeovers and Mergers (the "Panel") in
accordance with Rule 2.6(c) of the Code.
Enquiries:
Crimson Tide
plc
+44 1892 542444
Barrie Whipp / Jacqueline Daniell /
Phil Meyers
Cavendish Capital Markets Ltd (Nominated Adviser and
Broker)
+44 20 7220 0500
Julian Blunt / Dan Hodkinson -
Corporate Finance
Andrew Burdis - Corporate
Broking
Alma PR (Financial
PR)
+44 7780 901979
Josh Royston
About the Company
Crimson Tide plc is the provider of
mpro5, the process management app. mpro5 is delivered on all modern
devices and enables organisations to digitally transform their
business and strengthen their workforce by smart mobile working.
mpro5 is hosted in the cloud on Microsoft Azure. The Company's
contracts are provided on a long term, contracted subscription
basis and clients can immediately experience a return on their
investment.
Crimson Tide's Annual Recurring
Revenue (ARR) contracts are typically on an initial 36-month
subscription basis, with many extending and expanding significantly
beyond the initial contracted date. For further information, see
mpro5.com and on Crimson Tide plc, crimsontide.co.uk.
Important Information
Cavendish Capital Markets Ltd, which
is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Crimson Tide
and no-one else in connection with the Possible Offer and will not
be responsible to anyone other than Crimson Tide for providing the
protections afforded to clients of Crimson Tide or for providing
advice in relation to the Possible Offer or any other matter
referred to in this announcement.
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 release, distribution or publication of this
announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of
Crimson Tide 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 Crimson Tide who are not resident in
the United Kingdom should inform themselves about and
observe any applicable requirements.
Rule 2.9
Pursuant to Rule 2.9 of the Code,
the Company confirms that it has 6,574,863 ordinary shares of 10
pence in issue with International Securities Identification
Number GB00BRJRV969.
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 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 p.m. (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 p.m. (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 Crimson Tide and by any offeror and Dealing
Disclosures must also be made by Crimson Tide, 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.
The defined terms used in this
section "Disclosure requirements of the Code" are defined in the
Code which can be found on the Takeover Panel's website.
Publication on a website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available (subject
to certain restrictions relating to persons resident in restricted
jurisdictions) on Crimson Tide's website at
www.crimsontide.co.uk
by no later than 12 noon (London time) on the
business day following the date of this announcement. 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.
Forward Looking
Statements
This announcement may contain
"forward-looking statements" relating to Crimson Tide.
Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates", "forecast", "plan"
and "project" or similar expressions identify forward-looking
statements. Such statements reflect Crimson Tide's current views
with respect to future events and are subject to risks, assumptions
and uncertainties that could cause the actual results to differ
materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties
relate to factors that are beyond Crimson Tide's abilities to
control or estimate precisely, such as future market conditions,
changes in general economic and business conditions and the
behaviour of other market participants. Crimson Tide cannot give
any assurance that the forward-looking statements will prove to
have been correct. The reader should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement. Crimson Tide does not undertake
any obligation to update or revise publicly any of the
forward-looking statements set out in this announcement, whether as
a result of new information, future events or otherwise, except to
the extent legally required.