Further Statement regarding Innovaderma
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 IN THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 February 2021
Creightons plc
("Creightons")
Further Statement regarding Innovaderma plc ("Innovaderma")
Further to the announcement of 2 February 2021, Creightons confirms that it does not now intend to make an offer for Innovaderma. Accordingly, Creightons and any person acting in concert with Creightons, is bound by the restrictions under Rule 2.8 of the UK City Code on Takeovers and Mergers (the "Code").
For the purposes of Rule 2.8 of the Code, Creightons, and any person acting in concert with Creightons, reserves the right to announce an offer or possible offer for Innovaderma or make or participate in an offer or possible offer for Innovaderma and/or take any other action otherwise precluded under Rule 2.8 of the Takeover Code within six months of the date of this announcement in the following circumstances:
(a) with the agreement of the board of the Innovaderma;
(b) if a third party announces a firm intention to make an offer for the Innovaderma;
(c) if Innovaderma announces a "whitewash" proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and/or
(d) if there has been "a material change of circumstances" (as determined by the Takeover Panel).
The person responsible for arranging the release of this announcement on behalf of Creightons is Nicholas O'Shea, Company Secretary, Creightons plc.
Enquiries
Nicholas O'Shea, Company Secretary, Creightons plc 01733 281010
info@creightons.com
Roland Cornish, Beaumont Cornish Limited 0207628 3396
For Press and Analysts
Nigel Szembel, Anagallis Communications 07802 362088
Overseas Shareholders
The release, publication, or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the possible offer disclaim any responsibility or liability for the violation of such requirements by any person.
The Ordinary Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered, sold, resold, delivered, distributed, or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act of 1933 or an exemption therefrom. There will be no public offer of Ordinary Shares in the United States.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.
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