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Zamano PLC (ZMNO)

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Friday 23 October, 2015

Zamano PLC

Termination of Possible Offer Discussions

RNS Number : 1889D
Zamano PLC
23 October 2015





23 October 2015


zamano plc ("zamano" or the "Company")


ISE: ZAZ                      LSE: ZMNO


Termination of Possible Offer Discussions


On 3 August 2015, zamano plc ("zamano" or the "Company") announced that it had received a preliminary and highly conditional approach regarding a possible offer for the Company at an offer price of €0.20 per zamano ordinary share (the "Approach").


All discussions regarding the Approach have now been terminated and the Company is no longer in talks regarding a possible takeover.


On 31 August 2015, the Company announced its interim results for the six months ending 30 June 2015, with EBITDA for the half year at €1.42M (16.6% ahead of H1 2014) and a net cash position at 30 June 2015 of €5.224M.  Following termination of discussions regarding the Approach, zamano will continue to seek investment, acquisition and joint venture opportunities to enable it to grow and diversify its business. zamano has market leading capabilities in data analytics, mobile payments and mobile marketing and will continue to lever this expertise to sustain and develop its operations during the second half of 2015 and beyond. 



For further information please contact:



Ross Conlon

Chief Executive Officer          


+353 1 554 7259


Shane Lawlor

Broker & Financial Adviser


+353 1 421 0000

Conor Murtagh


The directors of zamano plc accept responsibility for the information contained in this announcement relating to zamano, the zamano Group, the directors of zamano and members of their immediate families, related trusts and persons connected with them.  To the best of the knowledge and belief of the directors of zamano (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.


The release, publication or distribution of this announcement in or into certain jurisdictions may restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the combination are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the combination disclaim any responsibility or liability for the violations of any such restrictions by any person.


Investec, which is regulated and authorised in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority respectively, and in Ireland by the Central Bank of Ireland for conduct of business rules, is acting exclusively for zamano as its financial adviser in connection with the requirements of the Irish Stock Exchange and for no one else in relation to the matters outlined in this letter and will not be responsible to anyone other than zamano for providing the protections afforded to clients of Investec nor for providing advice in connection with the matters described in this letter or any matter referred to herein.


Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of zamano, all "dealings" in any "relevant securities" of zamano (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective or on which the "offer period" otherwise ends. If two or more persons co-operate on the basis of any agreement either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of zamano, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings" in "relevant securities" of zamano, or by any person "acting in concert" with either of them must also be disclosed by no later than 12 noon (Irish time) on the "business day" following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.


If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.


This information is provided by RNS
The company news service from the London Stock Exchange

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