Update on Formal Sale Process
Summary by AI BETAClose X
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 SUCH JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Checkit plc
("Checkit" or the "Company")
Update on Formal Sale Process
Checkit plc provides an update on the Formal Sale Process ("FSP") announced on 26 March 2026.
Since the commencement of the FSP, the Company and its advisers, EC M&A, have engaged with potential financial and strategic acquirers. Some have undertaken detailed due diligence, including engagement with Checkit management, and the Company has received several non-binding indicative proposals.
The proposals received have all represented substantial premiums to the Company's share price prior to commencement of the FSP. In the latest phase of the FSP, the Board determined that it would not consider proposals below 30 pence per share. The Board has maintained a disciplined approach to valuation throughout the FSP and has progressed discussions with parties where it considered that the prospective value and execution certainty provided sufficient basis for further engagement.
The Board is now seeking to bring the FSP to a conclusion over the coming weeks and is focused on determining whether any remaining party can deliver a proposal that it could recommend to shareholders.
The Company intends to publish its interim results for the six months ended 31 July 2026 by 30 September 2026. In the absence of receiving a proposal that the Board believes is capable of being progressed towards an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code, the Board would expect to conclude the FSP around the time of publication of those results. The Board remains confident in Checkit's strategy and prospects and the Board's objective remains to maximise value for shareholders irrespective of the outcome of the FSP.
As previously stated, there can be no certainty that any offers will be made for the Company as a result of the FSP, that any sale will be concluded, nor as to the terms on which any offer might be made. The Board will provide further updates as appropriate, and shareholders are advised to take no action at this time.
For further information, please contact:
Enquiries:
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Checkit plc |
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+44 (0) 1223 643313 |
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Kit Kyte (Chief Executive Officer) |
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Kris Shaw (Chief Financial Officer) |
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Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker) |
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+44 (0) 20 7496 3000 |
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Shaun Dobson / Peter Steel / James Fischer |
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Notice related to financial advisers
Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Checkit and no-one else in connection with the Formal Sale Process and will not be responsible to anyone other than Checkit or providing the protections afforded to clients of Checkit or for providing advice in relation to the Formal Sale Process or any other matter referred to in this announcement.
Disclosure requirements of the Takeover 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.
Website publication
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 the Company's website at www.Checkit.net 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.
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