TIDMIDOX
RNS Number : 7030P
Dye & Durham Limited
19 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS 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 AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
FOR IMMEDIATE RELEASE
19 February 2021
Dye & Durham Limited
("Dye & Durham")
Statement regarding possible offer for Idox plc
Dye & Durham has noted the movement in the share price of
Idox plc, ("Idox" or the "Company") and confirms that it has
engaged in discussions with the management of the Company to
explore the feasibility of a potential all-cash offer for the
entire issued and to be issued share capital of Idox. Dye &
Durham confirms it has submitted three non-binding indicative
proposals of 67 pence, 70 pence and 75 pence per Idox share,
payable in cash, to Idox's board of directors on February 9, 2021,
February 17, 2021 and February 18, 2021. These proposals represent
premiums of approximately 25%, 30% and 39% respectively to the
closing share price of Idox immediately prior to Dye & Durham's
initial proposal. The latest proposal values Idox at an equity
value, on a fully diluted basis, at approximately GBP342.8
million(1) . Dye & Durham has evaluated this acquisition and
the strategic rationale for some time. There can be no certainty
that an offer will be made.
Rationale for Dye & Durham's interest in Idox
Dye & Durham's vision is to be the world's leading provider
of public records registry data and the workflows this information
powers. Having an established platform in our key markets of
Canada, the United Kingdom and Australia, Idox is a natural
strategic vertical asset for Dye & Durham to own as the Company
provides the specialist software solutions to over 90% of local
government authorities in the United Kingdom, which supports the
complex operations and management of public record information. On
a daily basis, Dye & Durham's many customers across the United
Kingdom access the public record information Idox's software
manages, allowing them to manage their information and regulatory
requirements.
Transaction Details
Dye & Durham reserves the right to make an offer at any time
which represents a total value of less than 75 pence per Idox share
:
-- with the agreement of the board of directors of Idox; or
-- if a third party announces a firm intention to make an offer
for Idox pursuant to Rule 2.7 of the Code, which, at that date
offers a total value of less than 75 pence per Idox share; or
-- following any announcement by Idox of a "whitewash" transaction pursuant to the Code.
Dye & Durham further reserves the right to:
-- vary the form and/or mix of the consideration to be offered for Idox shares ; and
-- reduce the consideration of any offer by the amount of any
dividend (or other distribution) which is paid or becomes payable
by Idox to its shareholders after the date of this announcement
.
In accordance with Rule 2.6(a) of the Code, Dye & Durham is
required by not later than 5.00 p.m. London time on 19 March 2021
(the "relevant deadline"), to either announce a firm intention to
make an offer for Idox in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. The relevant deadline will only be extended
with the consent of Idox and the Takeover Panel (the "Panel") in
accordance with Rule 2.6(c) of the Code.
A copy of this announcement will be available at
www.dyedurham.com by no later than 12 noon London time on 22
February 2021.
The information contained within this announcement is deemed to
constitute inside information. Upon the publication of this
announcement this inside information is now considered to be in the
public domain.
The person responsible for this announcement on behalf of Dye
& Durham is Matthew Proud, Chief Executive Officer.
For further information please contact:
Dye & Durham Limited
Matthew Proud, CEO
Martha Vallance, Director of Corporate Development +1 (800) 661 1811
Canaccord Genuity Limited (Financial Adviser) + 44 (0)20 7523 8000
Simon Bridges, Andrew Potts (UK) /
Mike Lauzon (Canada) +1 (416) 869 7368
1. The equity value of GBP342.8 million has been calculated
using a price of 75 pence per Idox share, an issued share capital
of Idox of 443,688,279 ordinary shares of 1 pence each and
13,409,075 outstanding in the money share options.
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, 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 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 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.
Important notices:
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 distribution 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 jurisdiction.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Dye & Durham and
no one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Dye
& Durham for providing the protections offered to clients of
Canaccord Genuity or for providing advice in relation to the
contents of this announcement or any matters referred to
herein.
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END
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