TIDMBOOM
RNS Number : 4861L
All Active Asset Capital Limited
13 September 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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE").
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.
Embargoed until 7.00 A.M. 13 September 2021
All Active Asset Capital Limited
('AAA' or 'the Company')
Withdrawal of possible offer for Audioboom
On 19 July 2021, AAA announced a possible offer for the whole of
the issued and to be issued share capital of Audioboom Group plc
('Audioboom'), stating that any offer, were it to be made, would
consist of 12.5 new AAA shares and 200p in cash per Audioboom Share
(the 'Offer'). The Offer, if made, would be implemented as a Scheme
of Arrangement under Article 125 of the Companies (Jersey) Law 1991
(as amended) ("Scheme") or by way of a contractual offer to acquire
Audioboom shares.
On 10 September 2021, AAA announced it had received irrevocable
undertakings and letters of intent from Audioboom shareholders
holding 50.92% of its voting share capital who had undertaken, or
stated their intention, to vote in favour of the Scheme (or accept
an offer if the possible acquisition were structured as a
contractual offer) if it were made on the terms described above.
AAA was therefore surprised and disappointed with Audioboom's
negative response via regulatory announcement later that day to its
request for a further extension of 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.
While acknowledging that it has not yet satisfied the Offer
preconditions, AAA approached Audioboom in an open, collaborative
manner; the Offer was the first public bid approach Audioboom had
received, notwithstanding its previous failure to find a buyer
following a formal sales process in 2020. This, amongst other
compelling matters, makes Audioboom's response to the Offer
difficult to understand.
AAA believes it explained the various benefits of the Offer,
which were acknowledged by Audioboom in a recent board
presentation, yet none of these benefits were mentioned by
Audioboom in its announcement of 10 September.
The board of Audioboom has ignored the wishes of shareholders
holding a majority of its shares to give AAA the opportunity to
fully explain its Offer to shareholders. This raises concerns
around key corporate governance matters at Audioboom and, in the
absence of an independent Rule 3 adviser being appointed, the
advice it has received from its nominated adviser Allenby
Capital.
In order to prevent a false market in Audioboom shares, the
Board of AAA has therefore decided to withdraw its possible offer.
AAA continues to admire Audioboom as a company and believes that
transformational value can still be created for Audioboom
shareholders through operational developments and new business
collaborations, but that this true value will not be achieved
whilst it is still admitted to AIM. Therefore, AAA reserves its
right to bid for Audioboom again and will consider a bid in the
future having sought, amongst other things, to complete its
acquisition of Sentiance N.V. and progressed its re-listing onto an
international stock exchange.
The Board of AAA thanks the many shareholders in Audioboom who
signed letters of intent and irrevocable undertakings to accept the
possible Offer. They are now released from all their obligations
pursuant to those undertakings and letters of intent.
For the purposes of Rule 2.8 of the Code, AAA, and any person(s)
acting in concert with it, reserve the right to make or participate
in an offer or possible offer for Audioboom (and to take any other
action which would otherwise be restricted under Rule 2.8 of the
Code) within six months after the date of this announcement:
-- with the agreement of the Board of Audioboom;
-- following the announcement of a firm intention to make an
offer for Audioboom by or on behalf of a third party;
-- following the announcement by Audioboom of a proposal for a
"whitewash" (as referred to in Note 1 of the Notes on Dispensations
from Rule 9 of the Code) or for a reverse takeover (as defined in
the Code); or
-- where the Panel on Takeovers and Mergers has determined that
there has been a material change of circumstances.
For further information, please contact:
All Active Asset Capital Limited
James Normand, Non-Executive Chairman
Rodger Sargent, Executive Director
T: via Buchanan
www.aaacap.com
Egremont Capital Limited, financial adviser to AAA
David Floyd
Jonathan Hall
Tel: +44 (0) 203 697 9496
Buchanan (Financial PR)
Richard Oldworth / Chris Lane / Toto Berger
T: +44 (0) 207 466 5000
E: AAAC@buchanan.uk.com
Additional information
Egremont Capital Limited, which is an appointed representative
of EGR Wealth Limited which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for AAA and no one else in connection with the Possible
Offer and will not be responsible to any person other than AAA for
providing the protections afforded to clients of Egremont or for
providing advice in relation to the Possible Offer or any matter
referred to herein.
This announcement contains information which comprises inside
information for the purposes of Article 7 of the Regulation (EU) No
596/2014 on market abuse which was incorporated into UK law by the
European Withdrawal Act. Following publication of this
announcement, this information is considered to be in the public
domain.
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://aaacap.com/regulatory-announcements/ 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.
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END
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