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RNS Number : 3473I
Imaginatik PLC
21 March 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 March 2018
Imaginatik PLC ("Imaginatik" or the "Company")
Update on strategic review and formal sale process
On 1 February 2018, the Company announced the commencement of a
strategic review, which included a potential sale of the Company
conducted within the formal sale process framework (as set out in
Note 2 of Rule 2.6 of the City Code on Takeovers and Mergers (the
"Takeover Code")).
The Board of Imaginatik is pleased to provide an update to
shareholders.
Following the announcement of 1 February, the Company has
received approaches, directly and through potential buyers
contacted by RSM & Co (UK) Limited ("RSM") as financial adviser
to the Company. Potential buyers wishing to participate in the
formal sale process were required to sign a non-disclosure
agreement, after which they received further information on the
Company. Potential buyers then submitted proposals to RSM for the
Board's consideration.
As a result, the Board is now engaged in detailed discussions
with certain parties about the sale of the Company, with the aim of
announcing the outcome of the process by the end of May.
As previously announced, 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.
There can be no certainty that an offer will be made, nor as to
the terms on which any offer will be made.
The Board of Imaginatik reserves the right to alter or terminate
the process at any time and in such cases will make an announcement
as appropriate. The Board of Imaginatik also reserves the right to
reject any approach or terminate discussions with any interested
party at any time.
Trading update
As with previous years, the Company will look to provide an
update on its annual performance for the year ending 31 March 2018
towards the end of April.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) on Imaginatik's website at www.imaginatik.com by no
later than 12 noon (London time) on the business day following the
release of this announcement in accordance with Rule 26.1 of the
Code. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
For further information, please contact:
Imaginatik plc +44 (0) 1329 243 243
Matt Cooper, Non-Executive Chairman
Ralph Welborn, CEO
Shawn Taylor, CFO
RSM & Co (UK) Limited - Financial Adviser +44 (0) 20 3201 8000
James Lewis
finnCap Ltd - Nomad and broker +44 (0) 20 7220 0500
Jonny Franklin-Adams
Alma PR +44 (0) 20 8004 4217
Caroline Forde
Robyn Fisher
RSM & Co (UK) Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Imaginatik in connection with the matters set out
in this announcement and for no one else and will not be
responsible to anyone other than Imaginatik for providing the
protections afforded to its clients or for providing advice in
relation to the matters set out in this announcement.
finnCap Ltd ("finnCap"), which is regulated in the United
Kingdom by The Financial Conduct Authority, is acting for the
Company in relation to the matters described in this announcement
and is not advising any other person, and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the matters described in this announcement.
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.
Notes to Editors
Imaginatik provides a range of Innovation solutions comprised of
consultancy, enterprise software and program management to deliver
innovation results to companies such as Exxon Mobil, Altria, Shell,
Goodyear, Caterpillar, AECOM, Novartis and Cargill, and via its
strategic partnership programme. Few companies possess the internal
capability to consistently generate fresh ideas, identify those
worth pursuing and reliably transform them into real,
value-enhancing assets. Imaginatik's mission is to help these
companies build sustainable innovation competencies. In 2016
Forrester Research found that "Imaginatik has the most
comprehensive innovation management solution," providing excellent
industry recognition of Imaginatik's full-service innovation
offering, combining both technology and consultancy services.
Imaginatik is a public company whose shares are traded on the
AIM market of the London Stock Exchange (LSE: IMTK.L) with offices
in Boston, MA, and Fareham, UK.
Opening Position Disclosure amendment
Further to the opening position disclosure made by the Company
on 1 February 2018, the Company confirms that Shawn Taylor holds
851,851 ordinary shares in the Company (0.38 per cent. of
Imaginatik's existing ordinary shares) rather than 851,852 as
previously disclosed.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover 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 of the Takeover Code. 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 of the Takeover Code.
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 of
the Takeover Code).
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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