TIDMBOOM TIDMTTM
RNS Number : 6640I
Audioboom Group PLC
16 August 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 AS
RETAINED IN UK LAW ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT ANY FIRM OFFER WILL BE MADE .
16 August 2021
Audioboom Group plc
("Audioboom", the "Group" or the "Company")
Possible offer update - extension to PUSU deadline
On 19 July 2021, All Active Asset Capital Limited ("AAA")
announced a possible offer for the entire issued and to be issued
share capital of Audioboom (the "Possible Offer"). This
announcement stated that, in accordance with Rule 2.6(a) of the
Code, AAA was required, by not later than 5.00 p.m. (London time)
on 16 August 2021 to do one of the following: (i) announce a firm
intention to make an offer for Audioboom in accordance with Rule
2.7 of the Code; or (ii) announce that it does not intend to make
an offer for Audioboom, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies.
On 22 July 2021, Audioboom published an initial response
rejecting the Possible Offer as a result of the concerns of the
Independent Directors of Audioboom* in relation to the valuation of
Audioboom implied by the Possible Offer, its structure, including
the majority of consideration being in the form of unlisted
ordinary shares of AAA, and the limited information on which to
assess the strategic rationale for such a combination.
On 12 August 2021, a meeting was held between Audioboom, AAA and
their respective advisers during which Audioboom was informed that
a number of substantial initiatives were being pursued by AAA,
which its board expects to be in a position to announce by 10
September 2021 at the latest. Based on the information provided to
it, the Independent Directors of Audioboom have concluded that AAA
is actively seeking to address their concerns and that it is
currently in the best interests of Audioboom shareholders to allow
discussions to continue.
The Board of Audioboom therefore requested and the Panel on
Takeovers and Mergers (the "Panel") consented to an extension to
the deadline by which AAA must either announce a firm intention to
make an offer for Audioboom in accordance with Rule 2.7 of the Code
or announce that it does not intend to make an offer. The revised
deadline, which will be further extended only with the consent of
the Takeover Panel in accordance with Rule 2.6(c) of the Code,
expires at 5.00 p.m. UK time on 13 September 2021.
There can be no certainty that any offer will be made or as to
its terms.
This announcement is being made with the consent of AAA.
Disclosure of shareholdings and dealings
The attention of shareholders is drawn to the disclosure
requirements of Rule 8 of the Code, which are summarised below.
A further announcement will be made as and when appropriate.
* The independent directors of Audioboom are deemed to comprise
Mike Tobin, Roger Maddock, Stuart Last and Brad Clarke. Steven
Smith is not considered independent for the purposes of the
Possible Offer due to his relationship with Candy Ventures SARL
which has signed an irrevocable undertaking in relation to the
Possible Offer.
For further information, please contact:
Audioboom Group plc
Stuart Last, Chief Executive Officer
Brad Clarke, Chief Financial Officer
Tel: +44(0)300 303 3765
Allenby Capital Limited (Nominated Adviser, Financial Adviser
and Broker to Audioboom)
David Hart / Alex Brearley (Corporate Finance)
Amrit Nahal (Sales and Corporate Broking)
Tel: +44(0)20 3328 5656
Additional information
Allenby Capital Limited ('Allenby'), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Audioboom and no one else in connection
with the Possible Offer and will not be responsible to any person
other than Audioboom for providing the protections afforded to
clients of Allenby or for providing advice in relation to the
Possible Offer or any matter referred to herein.
This announcement is for information purposes only and is not an
invitation, inducement or the solicitation of an offer to purchase,
or otherwise acquire, subscribe for or sell or otherwise dispose of
or exercise rights in respect of any securities. Any offer will be
made solely through the offer document and any accompanying
forms.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at https://audioboomplc.com/regulatory-news/ no
later than 12.00 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.
Disclosure requirements of the Takeover 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(s), 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 8.3.2
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 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.
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