TIDMALS
RNS Number : 8958V
Altus Strategies PLC
12 August 2022
Altus Strategies plc / Index (EPIC): AIM (ALS) TSX-V (ALTS)
OTCQX (ALTUF) / Sector: Mining
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 OF THAT
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 August 2022
RECOMMED ALL-SHARE MERGER OF EQUALS
of
ALTUS STRATEGIES PLC
and
ELEMENTAL ROYALTIES CORP.
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 14 June 2022, the boards of Altus Strategies plc ("Altus" or
the "Company") and Elemental Royalties Corp. ("Elemental")
announced that they had reached agreement on the terms of a
recommended share-for-share merger of equals of Elemental and Altus
with the entire issued and to be issued share capital of Altus
being acquired by Elemental (the "Merger"). The Merger has been put
forward to Scheme Shareholders by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). The scheme document in connection with the Merger was
published on 12 July 2022 (the "Scheme Document"). Capitalised
terms in this announcement, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times
in this announcement are to London time unless otherwise
stated.
On 8 August 2022, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Special Resolution to implement the Scheme was approved by the
requisite majority of Altus Shareholders at the General
Meeting.
Altus is pleased to announce that the High Court of Justice of
England and Wales has today made an order sanctioning the Scheme
under section 899 of the Companies Act 2006 pursuant to which the
Merger is being implemented.
Next steps
Altus confirms that the Scheme Record Time for the Scheme will
be 10:00 p.m. on Monday 15 August 2022. Scheme Shareholders on
Altus' register at the Scheme Record Time will, upon the Scheme
becoming effective in accordance with its terms, be entitled to
receive consideration as provided for in the Scheme Document.
It is anticipated that the Effective Date of the Scheme will be
Tuesday 16 August 2022, when a copy of the Court Order is delivered
to the Registrar of Companies. There has been no change to the
expected timetable of principal events relating to the Scheme that
was set out in the appendix to the announcement dated 12 July
2022.
As announced on 12 July 2022, a request has been made for the
cancellation of the admission to trading of the Ordinary Shares of
the Company ("Altus Shares") on the London Stock Exchange's AIM
market and for the delisting of Altus Shares from TSX-V. Notice has
also been given such that Altus Shares shall have their OTCQX
designation withdrawn.
The last day of dealings in, and for the registration of
transfers of, and disablement in CREST of, Altus Shares, is
expected to be Monday 15 August 2022, and trading in Altus Shares
will be suspended on the London Stock Exchange's AIM market and
halted on the TSX Venture Exchange (the "TSX-V") with effect from
the commencement of trading on Tuesday 16 August 2022.
It is expected that, subject to the Scheme becoming Effective on
Tuesday 16 August 2022:
(i) the admission to trading of Altus Shares on the London Stock
Exchange's AIM market will be cancelled (at 7:00 a.m. (London time)
on Wednesday 17 August 2022);
(ii) the Altus Shares' OTCQX designation shall be withdrawn (at
9:00 a.m. (New York time) on Wednesday 17 August 2022); and
(iii) the Altus Shares will be delisted from the TSX-V (at 4:30
p.m. (Toronto time) on Wednesday 17 August 2022).
Further announcements will be made when the Scheme becomes
Effective and when the admission to trading of Altus Shares has
been cancelled on the London Stock Exchange's AIM market, Altus
Shares have been delisted from TSX-V and Altus Shares have had
their OTCQX designation withdrawn.
For further information you are invited to visit the Company's
website www.altus-strategies.com or contact:
+44 (0) 1235 511
Altus Strategies plc 767
Steven Poulton, Chief Executive
UBS (Financial Adviser to Altus) +44 (0) 20 7567 8000
Jason Hutchings
Sandip Dhillon
Frank Geary
SP Angel Corporate Finance LLP (Nominated
Adviser) +44 (0) 20 3470 0470
Richard Morrison
Adam Cowl
SP Angel Corporate Finance LLP (Broker)
Grant Barker
Rob Rees +44 (0) 20 3470 0471
Shard Capital Partners LLP (Broker)
Damon Heath
Isabella Pierre +44 (0) 20 7186 9927
Yellow Jersey PR (Financial PR & IR to
Altus) +44 (0) 20 3004 9512
Charles Goodwin
Henry Wilkinson
+44 (0) 7554 872
Elemental Royalties Corp. 794
Frederick Bell, CEO and Director
Canaccord Genuity Limited (Financial Adviser
to Elemental) +44 (0) 20 7523 8000
Raj Khatri
James Asensio
David Sadowski
Brad Cameron
Longview Communications & Public Affairs
(Financial PR & IR to Elemental) +1 604 694 6035
Alan Bayless
Fasken Martineau LLP is retained as legal
adviser to Elemental +44 (0) 20 7917 8500
Norton Rose Fulbright LLP is retained as
UK legal adviser to Altus +44 (0) 20 7283 6000
About Altus Strategies plc
Altus Strategies plc (AIM: ALS, TSX-V: ALTS & OTCQX: ALTUF)
is an income generating mining royalty company, with a diversified
portfolio of production, pre-production and discovery stage assets.
The Company's differentiated approach of generating royalties on
its own discoveries in Africa and acquiring royalties globally
through financings and acquisitions with third parties has
attracted key institutional investor backing. Altus has established
a global portfolio comprising 33 royalty interests and 26 project
interests across nine countries and nine metals. The Company
engages constructively with all stakeholders, working diligently to
minimise its environmental impact and to promote positive economic
and social outcomes in the communities where it operates. For
further information, please visit www.altus-strategies.com .
Further Information
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to
the Merger, in any jurisdiction in which such offer, invitation or
solicitation is unlawful.
The Merger will be made solely by means of the Scheme Document,
which contains the full terms and conditions of the Merger
including details of how to vote in respect of the Scheme.
This announcement does not constitute a prospectus or a
prospectus equivalent document.
This announcement has been prepared for the purposes of
complying with English law, any applicable securities laws in
Canada and the United States, the AIM Rules, the rules of the
London Stock Exchange and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Important notices relating to financial advisers
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the PRA and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom and is acting
as financial adviser to Altus and for no one else in connection
with the Merger and other matters referred to in this announcement
and will not be responsible to anyone other than Altus for
providing the protections afforded to its clients or for providing
advice in relation to the Merger, the contents of this announcement
or any other matters referred to in this announcement. Neither UBS
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of UBS in connection with any
matter referred to in this announcement or otherwise.
SP Angel is authorised and regulated by the FCA in the United
Kingdom and is acting as nominated adviser and broker to Altus and
for no one else in connection with the Merger and other matters
referred to in this announcement and will not be responsible to
anyone other than Altus for providing the protections afforded to
its clients or for providing advice in relation to the Merger, the
contents of this announcement or any other matters referred to in
this announcement. Neither SP Angel nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of SP Angel in connection with any matter referred to
in this announcement or otherwise.
Canaccord Genuity Limited, which is authorised and regulated by
the FCA in the United Kingdom, and Canaccord Genuity Corp.
(together, Canaccord Genuity) are acting as financial adviser to
Elemental and for no one else in connection with the Merger and
other matters referred to in this announcement and will not be
responsible to anyone other than Elemental for providing the
protections afforded to their clients or for providing advice in
relation to the Merger, the contents of this announcement or any
other matters referred to in this announcement. Neither Canaccord
Genuity nor any of their subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of
Canaccord Genuity in connection with any matter referred to in this
announcement or otherwise.
Overseas shareholders
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom,
Canada or the United States may be restricted by law. Therefore any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom, Canada or the United States, or Altus
Shareholders who are not resident in and citizens of the United
Kingdom, Canada or the United States, should inform themselves of
and observe any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Elemental and Altus and persons
involved in the Merger, disclaim any responsibility or liability
for the violation of such restrictions by any person. In
particular, the ability of persons who are not resident in the
United Kingdom, Canada or the United States to vote their Altus
Shares with respect to the Scheme at the Court Meeting and the
General Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting or the General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located.
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities of Elemental, or the solicitation of any
vote or approval in any jurisdiction: (i) in which such offer or
invitation is not authorised; (ii) in which the person making such
offer or invitation is not qualified to do so; or (iii) in which,
or to any person to whom, it is unlawful to make such offer,
solicitation or invitation or would impose any unfulfilled
registration, publication or approval requirements on Altus,
Elemental, or any of their respective directors, officers, agents
and advisers. The Merger will be made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Merger including details of how to vote in respect of the Scheme.
Any vote in respect of the Scheme or other response in relation to
the Merger should be made only on the basis of the information
contained in the Scheme Document.
Unless otherwise determined by Altus or Elemental or required by
the Takeover Code, and permitted by applicable law and regulation,
this announcement will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Merger within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction.
It is the responsibility of any person into whose possession
this announcement comes to satisfy themselves as to their full
observance of the laws of the relevant jurisdiction in connection
with the Merger, the distribution of this announcement, including
the obtaining of any governmental, exchange control or other
consents which may be required and/or compliance with other
necessary formalities which are required to be observed.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Notice to US investors in Altus
US Altus Shareholders should note that the Merger relates to the
shares of an English company and is proposed to be made by means of
a scheme of arrangement provided for under, and governed by, the
laws of England and Wales.
Any securities issued by Elemental as a result of this Merger by
means of a scheme of arrangement will be issued in reliance upon
the exemption from the registration requirements of the Securities
Act, pursuant to the exemption from registration set forth in
Section 3(a)(10) thereof. Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the UK to
schemes of arrangement, which are different from the disclosure
requirements that would be applicable in the US if the securities
were registered under the US Securities Act.
Except as described in the Scheme Document under the heading
'Non-IFRS financial measures', the annual financial statements
included or incorporated in this announcement or in the Scheme
Document have been prepared in accordance with IFRS and the interim
financial statements included or incorporated by reference below
have been prepared in accordance with International Accounting
Standards (IAS) 34, Interim Financial Reporting. As such, the
financial statements included below or incorporated by reference
may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. If
Elemental exercises its right to implement the Merger of the Altus
Shares in accordance with the Co-operation Agreement by way of a
Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations, including the registration
requirements of the Securities Act and the tender offer rules under
the Exchange Act and any applicable exemptions provided
thereunder.
Neither the Merger nor the Scheme Document have been approved or
disapproved by the SEC, any state securities commission in the
United States or any other US regulatory authority, nor have any
such authorities passed upon or determined the adequacy or accuracy
of the information contained in this announcement or the merits of
the Merger. Any representation to the contrary is a criminal
offence in the United States.
It may be difficult for US Altus Shareholders to enforce their
rights and any claim arising out of the US federal laws or to
enforce against them a judgment of a US court predicated upon the
securities laws of the United Kingdom, since Elemental and Altus
are incorporated in a non-US jurisdiction, and some or all of their
officers and directors may be residents of countries other than the
United States. US Altus Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
In accordance with normal UK practice, Elemental or its
nominees, or its brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Altus
Shares outside of the US, other than pursuant to the Merger, until
the date on which the Merger and/or Scheme becomes effective,
lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Additional information for Altus Shareholders in Canada
No securities commission or similar authority of Canada, or any
other jurisdiction, has reviewed or in any way passed upon this
announcement or the merits of the securities described herein, and
any representation to the contrary is an offence.
Altus Shareholders in Canada should note that the Merger relates
to the acquisition of shares of an English company and is proposed
to be effected by means of a scheme of arrangement provided for
under, and governed by, the laws of England and Wales.
If Elemental exercises its right to implement the Merger of the
Altus Shares in accordance with the Co-operation Agreement by way
of a Takeover Offer, such Takeover Offer will be made in compliance
with applicable Canadian securities laws or pursuant to an
exemption therefrom.
The enforcement by Altus Shareholders in Canada of civil
liabilities under the Canadian securities laws may be affected
adversely by the fact that Altus is incorporated or organized under
the laws of a jurisdiction other than Canada, that some or all of
Elemental's and Altus' officers and directors are and will be
residents of countries other than Canada, that some or all of the
experts named in the Scheme Document may be residents of countries
other than Canada, and that all or a substantial portion of the
assets of Elemental, Altus and such persons are and will be located
outside Canada. As a result, it may be difficult or impossible for
Altus Shareholders in Canada to effect service of process within
Canada upon Altus, Elemental's and Altus' respective officers or
directors or the experts named herein, or to realize against them,
upon judgments of courts of Canada predicated upon liabilities
under Canadian securities laws. In addition, Altus Shareholders in
Canada should not assume that the courts of England and Wales: (a)
would enforce judgments of Canadian courts obtained in actions
against such persons predicated upon civil liabilities under
Canadian securities laws; or (b) would enforce, in original
actions, liabilities against such persons predicated upon civil
liabilities under the Canadian securities laws.
The distribution of the New Elemental Shares pursuant to the
Merger will constitute a distribution of securities that is exempt
from the prospectus requirements of Canadian securities law. The
New Elemental Shares received pursuant to the Merger will not be
subject to resale restrictions and may be resold through registered
dealers in each of the provinces and territories of Canada provided
that (i) the trade is not a "control distribution" as defined in
Canadian securities law, (ii) no unusual effort is made to prepare
the market or to create a demand for Elemental Shares, (iii) no
extraordinary commission or consideration is paid to a person in
respect of such sale, and (iv) if the selling security holder is an
insider or officer of Elemental, as the case may be, the selling
security holder has no reasonable grounds to believe that
Elemental, as the case may be, is in default of applicable Canadian
securities law.
Altus Shareholders in Canada should be aware that the Merger
described in the Scheme Document may have tax consequences in
Canada and should consult their own tax advisors to determine the
particular tax consequences to them of the Merger in light of their
particular circumstances, as well as any tax consequences that may
arise under the laws of any other relevant foreign, state, local or
other taxing jurisdiction.
Forward Looking Statements
This announcement contains certain forward looking statements
with respect to Altus, Elemental and the Merger which are, or may
be deemed to be, "forward-looking statements" and "forward-looking
information", each as defined under applicable securities laws
(collectively, forward-looking statements). Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Elemental and Altus about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
Forward-looking statements often, but not always, use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning or
derivatives thereof (including negative and grammatical
variations). These statements are based on assumptions and
assessments made by Elemental and/or Altus in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements and as such are qualified in their
entirety. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
The forward-looking statements contained in this announcement
include statements related to: the Merger including statements with
respect to the implementation thereof; the benefits of the Merger
to the Altus Shareholders; the timing for and receipt of all
required regulatory, court, stock exchange and shareholder
approvals and approvals to complete the Merger; the ability of
Altus to satisfy other conditions to, and to complete the Merger;
the anticipated timing for completion of the Merger; the closing of
the Merger; the expected effects of the Merger on Altus, the
expected timing and scope of the Merger and other statements other
than historical facts; the intention to seek a delisting of the
Altus Shares from AIM and the TSX-V and the Altus Shares will no
longer be quoted on the OTCQX market in the United States; and the
intention for Altus to make an application to certain Canadian
securities commissions after the Effective Date to cease to be a
reporting issuer in Canada.
In respect of forward-looking statements and information
concerning the anticipated completion of the proposed Merger and
the anticipated timing for completion of the proposed Merger,
Elemental and Altus have provided them in reliance on certain
assumptions and believe that they are reasonable at this time, the
ability of the applicable parties to receive, in a timely manner,
the necessary regulatory, shareholder, court, stock exchange and
relevant authority approvals, and the ability of the parties to
satisfy, in a timely manner, the other conditions to the closing of
the Merger. These dates may change for a number of reasons,
including unforeseen delays in preparing meeting materials,
inability to secure necessary approvals in the time assumed or the
need for additional time to satisfy the other conditions to the
completion of the Merger. Accordingly, you should not place undue
reliance on the forward-looking statements and information in this
announcement concerning these times.
Such forward-looking statements involve known and unknown risks,
and uncertainties and other important factors that could
significantly affect expected results and are based on certain key
assumptions. Such risks, uncertainties and factors may cause the
actual results, performance or achievements of Elemental or Altus
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. These risks, uncertainties and factors include, without
limitation: risks associated with the Merger and Mergers generally;
the Co-operation Agreement may be terminated in certain
circumstances; there can be no certainty that all conditions
precedent to the Merger will be satisfied; and the parties will
incur costs even if the Merger is not completed and Elemental may
have to pay a break fee to Altus if the Co-operation Agreement is
terminated in certain circumstances; all necessary approvals may
not be obtained. Additional risks, uncertainties and factors
include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
combinations or disposals. For a discussion of important factors
which could cause actual results to differ from forward-looking
statements in relation to Elemental or Altus, refer to the Scheme
Document.
No member of the Altus Group, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place any reliance on these
forward-looking statements which speak only as at the date of this
announcement. It is expected that these expectations will change as
new information is received. Altus does not assume any obligation
to update or correct the information contained in this announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law. Investors are
cautioned that forward-looking statements are not guarantees of
future performance and accordingly investors are cautioned not to
put undue reliance on forward-looking statements due to their
inherent uncertainty.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Altus' website at https://Altus-strategies.com/
and Elemental's website at https://www.Elementalroyalties.com by no
later than 12 noon on the first Business Day following the date of
this announcement. For the avoidance of doubt, neither the contents
of these websites nor any website accessible from hyperlinks is
incorporated into or forms part of this announcement.
This announcement will also be available on SEDAR under Altus's
profile at www.sedar.com .
Hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Altus
Shareholders, persons with information rights and participants in
the Altus Share Plan may request a hard copy of this announcement
by contacting Altus' registrar, Computershare on +44 (0) 370 707
1884. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Computershare is open between
9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays
in England and Wales; or (ii) by submitting a request in writing to
Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE,
United Kingdom. Please note that Computershare cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Merger should be in hard copy form.
Information relating to Altus Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Altus Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Altus may be provided to Elemental during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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) of the Takeover Code
applies must be made by no later than 3:30 p.m. on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3:30 p.m. 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 one per cent. 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 of the Takeover Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3:30 p.m. 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 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.
Market Abuse Regulation Disclosure
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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SOAEAFPAFFPAEFA
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August 12, 2022 07:22 ET (11:22 GMT)
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