Extension of PUSU deadline
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
FOR IMMEDIATE RELEASE
13 December 2024
Extension of PUSU deadline for Kondor AI plc and Ora Technology plc
On 23 August 2024, Kondor AI plc (Kondor) and Ora Technology plc (Ora) jointly announced that they had entered into non-binding heads of terms for Kondor to acquire the entire issued and to be issued share capital of Ora, in consideration for the issue of new shares in Kondor based on 0.9988 Kondor shares for each share in Ora. Both Kondor and Ora are incorporated in England and Wales and listed on the Aquis Stock Exchange Growth Market (AQSE: KNDR / AQSE: ORA respectively). An extension was announced on 20 September 2024, on 18 October 2024 and on 15 November 2024.
Further to the announcements above, and in accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. (London time) on 13 December 2024, Kondor was required to either announce a firm intention to make an offer, subject to conditions or pre-conditions if relevant, for Ora in accordance with Rule 2.7 of the Code or announce that Kondor does not intend to make an offer for Ora, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies (Deadline).
Discussions between Kondor and Ora remain ongoing. Therefore, in accordance with Rule 2.6(c) of the Code, Ora has requested, and the Panel on Takeover and Mergers (the Takeover Panel) has consented to, an extension to the date by which Kondor is required to either announce a firm intention to make an offer for Ora in accordance with Rule 2.7 of the Code or announce that Kondor does not intend to make an offer for Ora, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the Deadline until 5.00 p.m. (London time) on 10 January 2025. The Deadline may be further extended with the consent of the Panel, at Ora's request, in accordance with Rule 2.6(c) of the Code.
Although discussions between Kondor and Ora are at an advanced stage, this announcement does not amount to 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. Further announcements will be made as appropriate.
On 9 December 2024, Ora announced the issuance of 3,192,500 new ordinary shares of £0.001 each in the capital of Ora. Following this issuance, Kondor and Ora have agreed on a revised ratio of 0.9848 Kondor shares for each share in Ora.
This announcement has been made with the consent of both Kondor and Ora.
The individuals responsible for releasing this announcement are Jonathan Bixby (Kondor) and Michael Edwards (Ora).
Enquiries:
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Kondor AI PLC |
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Jonathan Bixby, Executive Chairman |
Via First Sentinel |
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First Sentinel Corporate Finance Limited Rule 3 Adviser to Kondor and Corporate Adviser |
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Brian Stockbridge Gabrielle Cordeiro |
+44 (0) 7858 888007 |
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Ora Technology PLC |
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Michael Edwards, Executive Chairman |
Via Alfred Henry |
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Alfred Henry Corporate Finance Ltd Rule 3 Adviser to Ora |
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Nick Michaels |
+44 (0) 20 8064 4056 |
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Clear Capital Markets Limited (Corporate Broker) |
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Bob Roberts |
+44 (0) 20 3869 6080 |
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R&CPMK (Media Contact - Kondor) |
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First Sentinel Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Kondor and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Kondor for providing the protections afforded to clients of First Sentinel Corporate Finance Limited or for giving advice in relation to such matters.
Alfred Henry Corporate Finance Ltd, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Ora and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Ora for providing the protections afforded to clients of Alfred Henry Corporate Finance Ltd or for giving advice in relation to such matters.
Kondor LEI Number: 984500EF5CD7E658D446
Ora LEI Number: 894500PYLZIX23W4NG69
Important information
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 whether pursuant to this announcement or otherwise.
The release, distribution or publication 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 jurisdictions.
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 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 available at Kondor's website, https://www.kondor.ai, and Ora's website, https://plc.oracarbon.com, by no later than 12 noon (London time) on the business day immediately following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
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