Discussions with Private Equity Investor
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS 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. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
22nd August 2024
Eckoh PLC
("Eckoh" or the "Company")
Discussions with Private Equity Investor
Eckoh notes the recent share price movement over the last four trading days. Late last year and based on the Board's belief that the share price did not reflect the fundamental value of the business, the Company began to consider alternative options to realise value for shareholders. Subsequently, the Board appointed Stifel and Singer Capital Markets in March 2024 as financial advisers in order to determine the value that could be achieved in the event of a sale process and to initiate discussions on behalf of Eckoh.
Today the Board can confirm that, following a period of discussions and negotiations with multiple parties regarding a potential sale of the Company since May 2024, the Company received on 12th July 2024 a highly conditional, non-binding revised indicative offer from a private equity investor (the "Potential Offeror") of 54p per Eckoh share. Discussions with other parties remain ongoing.
It is important to note that while due diligence is progressing, there can be no certainty at this time whether any offer will be made, nor as to the terms of any such offer.
The Takeover Panel Executive has granted a dispensation from the requirement of Rules 2.4(a) and (b) of the Takeover Code such that Eckoh is not required to identify in this announcement any potential offeror with which the Company is in talks, or from which an approach has been received, unless that potential offeror has been specifically identified in any rumour or speculation.
As a consequence of this announcement, an "Offer Period" has now commenced in respect of Eckoh in accordance with the rules of the Code. The attention of Eckoh shareholders is drawn to the requirements of Rule 8 of the Code, which are summarised below.
This announcement has been made without the consent of the Potential Offeror or any other party that the Company is in talks with.
A further announcement will be made if and when appropriate.
Enquiries:
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Eckoh plc |
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Nik Philpot, Chief Executive Officer |
Tel: +44 (0)1442 458 300 |
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Chrissie Herbert, Chief Financial Officer |
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Stifel (Lead Financial Advisor) Ben Tompkins / Fred Walsh / Anand Parekh / Richard Short |
Tel: +44 (0)20 7710 7600 |
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Singer Capital Markets (Financial Advisor, Nomad & Joint Broker) |
Tel: +44 (0)20 7496 3000 |
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Shaun Dobson / Alex Bond / Tom Salvesen / James Todd |
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Investec Bank plc (Joint Broker) |
Tel: +44 (0)20 7597 5970 |
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Patrick Robb / Nick Prowting / Shalin Bhamra |
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FTI Consulting LLP Ed Bridges / Emma Hall / Valerija Cymbal Eckoh@fticonsulting.com |
Tel: +44 (0)20 3727 1017 |
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Disclosure requirements under Rule 8 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(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.
UK MAR
The information contained within this announcement is considered by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Chrissie Herbert, Chief Financial Officer.
Additional information
Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for Eckoh and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Eckoh for providing the protections afforded to clients of Stifel, or for giving advice in connection with the matters described in this announcement or any matter referred to herein.
Singer Capital Markets, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for Eckoh and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Eckoh for providing the protections afforded to clients of Singer Capital Markets, or for giving advice in connection with the matters described in this announcement or any matter referred to herein.
Publication on website
A copy of this announcement will be made available, subject to any restrictions relating to persons resident in restricted jurisdictions, at www.eckoh.com/investors/announcements no later than 12.00 noon (London time) on 23rd August 2024 (being the business day following the date of this announcement) in accordance with Rule 26.1(a) of the Code. 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 disclosure
In accordance with Rule 2.9 of the Code, Eckoh confirms that, as at the close of business on 21 August 2024, it had in issue 292,949,261 ordinary shares of 10 pence each. Eckoh holds 2,382,224 shares in treasury. The International Securities Identification Number (ISIN) for Eckoh's ordinary shares is GB0033359141.
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