Purplebricks Group Plc (PURP) Purplebricks Group Plc: Strategic
Review Update - Launch of Formal Sale Process under the Takeover
Code 01-March-2023 / 07:00 GMT/BST
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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 SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION BY ANY PARTY TO MAKE AN OFFER
UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT
AN OFFER WILL BE MADE FOR PURPLEBRICKS GROUP PLC, NOR AS TO THE
TERMS ON WHICH ANY OFFER MAY BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 AS AMED AND TRANSPOSED INTO UK
LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("UK MAR").
1 March 2023
Purplebricks Group plc
("Purplebricks", the "Company" or the "Group")
Strategic Review Update - Launch of Formal Sale Process under
the Takeover Code
Purplebricks Group plc (AIM: PURP), the UK's leading tech-led
estate agency business, announced on 17 February 2023 the
commencement of a strategic review (the "Strategic Review").
Since this announcement, the Group has received several credible
expressions of interest that the Board wish to pursue in a
coordinated fashion, alongside engaging with a wider range of
potentially interested parties, in relation to a potential
acquisition of the Company or some or all of the Group's business
and assets.
Purplebricks announces that, in order to fully explore the
option of the potential sale of the Group, and to enable that
process to establish whether there is a bidder prepared to offer a
value that the Board considers attractive relative to the prospects
of Purplebricks as a standalone listed company, the Strategic
Review will include a "formal sale process" (as referred to in Note
2 on Rule 2.6 of the Takeover Code) (the "Formal Sale Process").
The Formal Sale Process will enable the Board and its advisers to
conduct an orderly process and engage more widely with potentially
interested parties, with a view to maximising the outcome for
Purplebricks' shareholders. It remains possible that, following
completion of the Formal Sale Process, the Board will consider that
Purplebricks and its shareholders would be best served by
alternative strategic options available to the Company, including
by Purplebricks remaining a listed company. 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.
The Board has appointed Zeus Capital Limited ("Zeus") and
PricewaterhouseCoopers LLP ("PwC") as its financial advisers with
regards to the Strategic Review, the Formal Sale Process and any
offer for the Company that may be forthcoming.
Parties interested in submitting any expression of interest or
other proposal relating to any strategic option for the Company,
should contact PwC via the contact details given below.
It is currently expected that any party interested in submitting
any form of proposal for consideration within the Formal Sale
Process will, at the appropriate time, be required to enter into a
non-disclosure agreement and standstill arrangement with the Group
on terms satisfactory to the Board and on the same terms, in all
material respects, as other interested parties before being
permitted to participate in the process. The Group then intends to
provide such interested parties with certain information on its
business, following which interested parties shall be invited to
submit their proposals to PwC and Zeus. The Company will update the
market in due course regarding timings for the Formal Sale Process.
The Board reserves the right to alter any aspect of the process as
outlined above or to terminate the process at any time and in such
cases will make an announcement as appropriate. The Board also
reserves the right to reject any approach or terminate discussions
with any interested party at any time.
The Company is not currently in receipt of an approach from any
potential offeror at the date of this announcement. Shareholders
are advised that this announcement does not represent a firm
intention by any party to make an offer under Rule 2.7 of the
Takeover Code and there can be no certainty that any offers will be
made as a result of the Formal Sale Process, that any sale,
strategic investment or other transaction will be concluded, nor as
to the terms on which any offer, strategic investment or other
transaction may be made.
Enquiries
Purplebricks
Helena Marston (CEO) and Dominique Highfield (CFO) Via M7 Communications Ltd
Zeus (Financial Adviser, Nominated Adviser & Broker) + 44 (0) 20 3829 5000
Jamie Peel, James Hornigold (Investment Banking)
Benjamin Robertson (Corporate Broking)
PricewaterhouseCoopers LLP (Financial Adviser) +44 (0) 20 7583 5000
Jon Raggett
M7 Communications
+44 (0) 7903 089 543
Mark Reed
mark@m7communications.co.uk
The person responsible for making this announcement on behalf of
Purplebricks Group plc is Dominique Highfield, Chief Financial
Officer.
About Purplebricks
Purplebricks is a leading technology-led estate agency business,
based in the UK. Purplebricks combines highly experienced and
professional Local Property Partners and innovative technology to
help make the process of selling, buying or letting more
convenient, transparent and cost effective. Purplebricks shares are
traded on the London Stock Exchange AIM market.
Important information
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.
This announcement (including any information incorporated by
reference in this announcement) contains statements about the
Company that are or may be deemed to be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or
responsibility to update publicly or review any forward-looking or
other statements contained in this announcement, except as required
by applicable law.
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 jurisdictions.
Disclosure requirements of the Takeover 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) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 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. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (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 (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.
Publication on a 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 Purplebricks' website at https://
www.purplebricksplc.com/investors by no later than 12 noon (London
time) on the first business day following the date of this
announcement. For the avoidance of doubt, the content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
-END-
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: GB00BYV2MV74
Category Code: MSCH
TIDM: PURP
LEI Code: 2138003JWQLI3386BB56
Sequence No.: 226478
EQS News ID: 1571271
End of Announcement EQS News Service
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