Strategic Review

RNS Number : 9455M

XLMedia PLC

26 January 2016

 

26 January 2016

XLMedia PLC

("XLMedia" or the "Group" or the "Company")

Initiation of Strategic Review

(including commencement of offer period under the Takeover Code)

XLMedia (AIM: XLM), a leading provider of digital performance marketing services, announces that it has appointed Canaccord Genuity Limited ("Canaccord Genuity") to conduct a review of the strategic options open to the Company with the intention of considering all opportunities for maximising value for shareholders (the "Strategic Review").

Strategic Review

Since the Company's initial public offering in March 2014, the Company has consistently reported strong financial performance, continually invested in organic growth opportunities, completed several successful earnings enhancing acquisitions and declared $21.25 million in dividends to shareholders.  Notwithstanding this and the Company's financial strength, the directors of the Company (the "Board") have determined it is appropriate to evaluate opportunities to maximise value for the Company's shareholders.

The strategic review will be wide ranging and may include a corporate transaction such as the Company acquiring complementary businesses, a merger with, acquisition of or subscription for the Company's securities by a third party, or a sale of the business.  The purpose of the Strategic Review is to assess opportunities that will maximise value for shareholders.

The Board has appointed Canaccord Genuity as lead financial adviser and Cenkos Securities plc ("Cenkos") as financial adviser for the purposes of the Strategic Review.  

Takeover Code Implications

Any discussions in relation to a merger with a third party or a sale of the Company will take place within the context of a "formal sale process" in accordance with Note 2 of Rule 2.6 of the City Code on Takeovers and Mergers (the "Takeover Code"), such that the Board is able to have discussions with third parties interested in such a transaction on a confidential basis to the extent permitted by the Takeover Code.

Parties with a potential interest in making an offer for, or merging with the Company should contact Canaccord Genuity (contact details as set out below).The Board reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.    

The Panel on Takeovers and Mergers (the "Takeover Panel") has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2 of the Takeover Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Takeover Code, which prohibits any form of inducement fee or any other offer-related arrangement, and the fact that the Company has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2 of the Takeover Code (although it reserves the right to make such a request in the future).

As a consequence of this announcement, the Company is now considered to be in an "Offer Period" as defined in the Takeover Code. The dealing disclosure requirements and other provisions of the Takeover Code that now apply are listed below.

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on the Company's website at www.xlmedia.com as soon as possible and in any event no later than 12:00 noon (London time) on 27 January 2016 (being 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.

For further information, contact:

XLMedia plc Ory Weihs	Tel: [phone]
Canaccord Genuity Limited (Lead Financial Adviser) Simon Bridges (London) Henry Fitzgerald O'Connor (London) Michael Kogan (Toronto) Jason Partenza (New York)	Tel: [phone] Tel: [phone] Tel: [phone]
Cenkos Securities plc (Financial Adviser, Nomad and Joint Broker) Ivonne Cantu /Camilla Hume/ Callum Davidson	Tel: [phone]
Liberum Capital Limited (Joint Broker)                          Neil Patel / Chris Clarke	Tel: [phone]
Vigo Communications Jeremy Garcia / Fiona Henson	Tel: [phone]

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to any other matters referred to in this announcement.

Cenkos which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for affording advice in relation to any other matters referred to in this announcement.

This announcement is for information purposes only and 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 whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Takeover Code, the Company confirms that it has 200,352,402 ordinary shares with a nominal value of US$0.000001 in issue and admitted to trading on AIM under the ISIN JE00BH6XDL31.

A further announcement will be made as appropriate.

This announcement is not 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 an offer will be made, nor as to the terms on which any offer will be made.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

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