NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A
POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
4
February 2025
Team Internet Group
plc
("Team
Internet")
Extension of PUSU Deadline
under Rule 2.6(c) of the Code
On 7 January 2025, the Board of Team
Internet (the "Board")
announced that it had received two separate approaches from
TowerBrook Capital Partners (U.K.) LLP ("TowerBrook") and
Verdane Fund Manager AB ("Verdane") respectively regarding
possible offers to acquire the entire issued and to be issued share
capital of Team Internet.
On 10 January 2025, TowerBrook
confirmed that it does not intend to make an offer
for Team Internet.
Discussions between Team Internet and
Verdane, including undertaking a due diligence review, negotiating
the full terms of the Possible Offer and addressing other
pre-conditions, have made material progress and remain
ongoing.
In accordance with Rule 2.6(c) of the
Code, the Board has requested, and the Panel on Takeovers and
Mergers (the "Panel") has consented to, an extension to the
deadline by which Verdane is required either to announce a firm
intention to make an offer for Team Internet in accordance with
Rule 2.7 of the Code or to announce that it does not intend to make
an offer, until 5.00 p.m. (London time) on 4
March 2025 (the "Revised PUSU Deadline"). The Revised PUSU
Deadline may only be extended with the agreement of Team Internet
and the Panel in accordance with Rule 2.6(c) of the
Code.
There can be no certainty that a firm
offer will be made for Team Internet nor to the terms on which any
such firm offer might be made.
A further announcement will be made
as and when appropriate.
Enquiries
For further information, please
contact:
Team Internet Group plc
+44 (0) 203 388 0600
Michael Riedl, Chief Executive
Officer
William Green, Chief Financial
Officer
HSBC Bank plc (Financial Adviser)
+44 (0) 20 7991 8888
Christopher Fincken / Andrew
Owens
Alina Vaskina (Corporate
Broking)
Zeus Capital Limited (NOMAD and Joint
Broker)
Nick Cowles / James Edis (Investment
Banking)
+44 (0) 161 831 1512
Dominic King (Corporate Broking)
+44 (0) 203 829 5000
Important
notices
In accordance with Rule 26.1 of the
Takeover Code, a copy of the announcement will be available on Team
Internet's website at www.teaminternet.com by no later than 12 noon
(London time) on the business day following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into, and does not form part of,
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, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer will be made solely by
certain offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted.
This announcement has been prepared
in accordance with English law and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Team Internet who are
not resident in the United Kingdom may be affected by the laws of
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
shareholders of Team Internet who are not resident in the United
Kingdom will need to inform themselves about, and observe, any
applicable requirements.
HSBC Bank plc is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom and
is acting exclusively for Team Internet and no one else in
connection with the possible offer and other matters referred to in
this announcement and will not regard any other person (whether or
not a recipient of this announcement) as a client in relation to
the possible offer or any other matters referred to in this
announcement and is not, and will not be, responsible to anyone
other than Team Internet for providing the protections afforded to
its clients or for providing advice in relation to the possible
offer, the contents of this announcement or any transaction or
arrangement referred to in this announcement.
Disclosure requirements of the Takeover
Code
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, 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.
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.
Certain statements in this
announcement are forward looking and so involve risk and
uncertainty because they relate to events, and depend upon
circumstances that will occur in the future and therefore results
and developments can differ materially from those anticipated. The
forward-looking statements reflect knowledge and information
available at the date of preparation of this announcement and Team
Internet undertakes no obligation to update these forward-looking
statements.
