Commencement of Formal Sale Process
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT IS NOT 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 NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Enteq Technologies plc
("Enteq" or the "Company")
Commencement of Formal Sale Process
Further to an ongoing review by the board of directors of the Company (the "Board") of the various strategic options available to the Company and the trading update made by the Company on 10 January 2025, the Board has unanimously concluded that it would be appropriate to investigate the sale of the Company and therefore has now decided to commence a "Formal Sale Process" for the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code) (the "Formal Sale Process"). Prior to commencing the Formal Sale Process, the Company had recently initiated a Private Sale Process and contacted a limited number of potential counterparties privately to assess whether such parties could put forward a proposal that would deliver greater value to Enteq's shareholders than pursuing its current standalone strategy. For clarity, the Company is currently in discussions with two parties, but is not in receipt of an approach from, any potential offeror at the date of this announcement. The two parties will now participate in the Formal Sales Process.
The Company's current cash balances as at the date of this announcement total approximately US$0.95 million and the Company has no debt. The Company continues to progress a number of near-term opportunities including working towards commencement of active test drilling operations in Australia, and pursuing other potential customer opportunities for the SABER tool. The Company's cashflow model shows positive cash balances until the beginning of June 2025. The Board are focused on the timing to establish commercial revenues from operations and are fully aware of the ongoing challenging market conditions relating to the raising of equity financing.
The Board continues to believe in the quality of the SABER technology and the compelling market opportunity driven by wider market conditions and industry demand for a low cost to operate rotary steerable system. The Board remains positive that a solvent solution can be found.
Formal Sale Process
The Takeover Panel has agreed that any discussions with third parties in relation to an offer for the Company will take place within the context of a "Formal Sale Process" (as referred to in Note 2 on Rule 2.6 of the Takeover Code).
As part of the formal sale process, the Board invites expressions of interest from interested parties regarding a potential transaction for the entire issued and to be issued ordinary share capital of the Company. The formal sale process is being managed by Gneiss Energy Limited ("Gneiss"), who are also advising the Board in respect of their obligations under the Takeover Code.
The Company intends to conduct a very targeted and strategic process, focused on those parties that understand and value the full potential of the Company. Parties interested in participating in the formal sale process should contact Doug Rycroft at Gneiss through the contact details below to receive further information. Interested parties will be required to enter into a non-disclosure agreement and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties shall be invited to submit their proposals to Gneiss. The Company is commencing the formal sale process immediately. Further announcements regarding timings for the formal sale process will be made as appropriate.
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 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 will prohibit any form of inducement fee or other offer-related arrangement, and that the Company, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.
The Board reserves the right to alter any aspect of the process as outlined above or to terminate the process at any time and in such cases will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party at any time.
Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the formal sale process, that any sale will be concluded, nor as to the terms on which any offer may be made. Shareholders are advised to take no action at this time.
As a consequence of this announcement, an 'offer period' has now commenced in respect of the Company in accordance with the Takeover Code, and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Takeover Code, which are summarised below in "Disclosure Requirements of the Takeover Code".
Further announcements will be made as appropriate.
The person responsible for arranging the release of this announcement on behalf of Enteq is Andrew Law.
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For further information please contact:
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Enteq Technologies plc Tel: +44 (0)7511402017 |
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Andrew Law, Chief Executive Officer |
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Gneiss Energy (Financial Adviser) Tel: +44 20 3983 9263 Jon Fitzpatrick, Managing Director Doug Rycroft, Director
Cavendish Capital Markets Limited (NOMAD and Corporate Broker) Tel: +44 (0) 20 7220 0500 Ed Frisby, George Lawson (Corporate Finance) Andrew Burdis, Jamie Anderson (Corporate Broking)
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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.
Rule 2.9 disclosure
For the purposes of Rule 2.9 of the Takeover Code, the Company confirms that, as at 17 January 2025, being the last practicable business day prior to the date of this announcement, it has 104,345,129 ordinary shares of 1 penny each in issue (the "Ordinary Shares"). The International Securities Identification Number for the Ordinary Shares is GB00B41Q8Q68. The Company also has 50,000 incentive shares, in issue, it being noted that the incentive shares do not entitle holders of them to receive notice of, to attend, to speak or to vote at any general meeting of the Company.
Publication on website
For the purposes of Rule 26.1 of the Takeover 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 https://www.enteq.com/ promptly following its publication and in any event no later than 12 noon (London time) on the business day following the release 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.
Important notices
Gneiss Energy Limited ("Gneiss"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Enteq as the financial adviser and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Enteq for providing the protections afforded to clients of Gneiss or for providing advice in relation to any matter or arrangement referred to in this announcement.
Cavendish Capital Markets Limited ("Cavendish"), which in the United Kingdom is authorised and regulated by the Financial Conduct Authority, is acting exclusively as nominated adviser and broker to Enteq and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Enteq for providing the protections afforded to clients of Cavendish nor for providing advice in relation to any matter or arrangement referred to in this announcement.
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