TIDMAFN
RNS Number : 2740Y
ADVFN PLC
13 January 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULES 2.4 and 2.6 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL
BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE
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.
13 January 2022
ADVFN plc
("ADVFN" or the "Company")
Strategic Review, Formal Sale Process and Commencement of Offer
Period ("Strategic Review")
The Board of ADVFN plc (the "Board") has noted several recent
announcements of significant shareholdings and the Board is
concerned that control may be being sought by long-standing group
of shareholders whose total interests may not be aligned with
shareholders as a whole. Furthermore, the Board believes that the
Company, having reached a stage of reported profitability, has
valuable assets which could well be of interest to a number of
parties.
As the Board believes that the currently tightly held and
illiquid nature of its ordinary shares may represent an impediment
to achieving a correct valuation in the market, the Board has been
considering the options for the Company with its advisers. The
Board wishes to maximise value for all existing shareholders and
has now determined to undertake a formal review of the Company's
strategic options.
These options include, but are not limited to, a sale of the
Company itself which the Board intends to conduct under the
framework of a "formal sale process" in accordance with Rules 2.4
and 2.6 of the Takeover Code. As the Company is currently cash
generative, the Board does not anticipate any new funding
requirements. The Strategic Review is therefore solely aimed at
creating and/or realising shareholder value.
The Board is unanimous in its support for the Strategic Review
and has appointed Beaumont Cornish Limited and Throgmorton Street
Capital as its financial advisers. Parties with a potential
interest in making a proposal should contact Throgmorton Street
Capital, whose details are set out further below.
Further announcements regarding timings and procedures for the
formal sale process ("Process") and any additional appointments to
assist with this process, particularly overseas, will be made as
appropriate. The Company is not currently in any discussions with
any potential offeror relating to an acquisition of the issued and
to be issued share capital of the Company.
Shareholders are advised that there can be no certainty that any
offer(s) will be made, nor as to the terms of any offer, and thus
whether any offer will be completed. The Board reserves the right
to alter any aspect of the Process or to terminate it at any time
and will make further announcements as appropriate.
The Board also reserves the right to reject any approach or
terminate discussions with any interested party or participant at
any time.
Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code
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 (subject to Note 3 to Rule 2.2 of the
Takeover Code) and will not be subject to the 28 day deadline
referred to in Rule 2.6(a), for so long as it is participating in
the formal sale process. Interested parties should note Rule 21.2
of the Takeover Code, which will prohibit any form of inducement
fee or other offer-related arrangement, and that the Company,
although it may do so in the future, has not at this stage
requested any dispensation from this prohibition under Note 2 of
Rule 21.2. Following this announcement, the Company is now
considered to be in an "offer period" as defined in the Takeover
Code, and the dealing disclosure requirements summarised below will
apply.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code and there can be
no certainty that an offer will be made, nor as to the terms on
which any offer will be made.
Beaumont Cornish limited ("BCL"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as nominated
adviser and financial adviser to ADVFN and for no one else in
connection with any matter referred to in this announcement and
will not be responsible to anyone other than ADVFN for providing
the protections afforded to its clients nor for providing advice in
relation to any matters set out in this Announcement.
Throgmorton Street Capital ("TSC"), a trading name of All IPO
PLC which is authorised and regulated in the United Kingdom by the
FCA, is acting as a Broker and financial adviser to ADVFN and for
no one else in connection with any matter referred to in this
announcement and will not be responsible to anyone other than ADVFN
for providing the protections afforded to its clients nor for
providing advice in relation to any matters set out in this
Announcement.
Rule 2.9
In accordance with Rule 2.9 of the Code, ADVFN confirms that it
has in issue 26,115,319 ordinary shares of 0.2p each in the capital
of the Company ("Ordinary Shares") admitted to trading on the AIM
Market of the London Stock Exchange. The International Securities
Identification Number for ADVFN Ordinary Shares is
GB00BPT24C10.
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(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.
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.
MAR
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 and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information will be considered to be in the public domain.
The person who arranged for the release of this announcement on
behalf of the Company was Clem Chambers, Director.
Publication on Website
A copy of this announcement will be made available at
www.advfnplc.com no later than 12:00 noon (London time) on 14
January 2022 (being the business day following the date of this
announcement) in accordance with Rule 26.1 of the Takeover Code.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Forward-looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections 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. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Company's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation, future revenues, economic
performance, financial condition, and future prospects.
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 may cause
the actual results, performance or achievements of ADVFN to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements.
Neither ADVFN nor any of its Directors, officers or advisers
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document will actually occur.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
document.
Other than in accordance with its legal or regulatory
obligations (including under the AIM Rules and the Disclosure
Guidance and Transparency Rules), ADVFN is not under any obligation
and ADVFN expressly disclaims any intention or obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
No Offer or Solicitation
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any 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. Any offer (if made) will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of
how such offer may be accepted. This announcement has been prepared
in accordance with English law and the Takeover Code, and
information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United
Kingdom. The release, distribution or publication of this
announcement in jurisdictions outside of the United Kingdom may be
restricted by laws of the relevant jurisdictions, and therefore
persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions. Any failure
to comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Nothing in this announcement is or should be relied on as a
promise or representation to the future. This announcement includes
certain statements, estimates and projections provided by the
Company in relation to the Company's anticipated future
performance. Such statements, estimates and projections are based
on various assumptions made by the Company concerning anticipated
results which may or may not prove to be correct. No
representations or warranties are made by any person as to the
accuracy of such statements, estimates or projections.
Enquiries:
Parties with a potential interest in making a proposal should
contact Shivantha Thambirajah
at Throgmorton Street Capital at 28 Ongar Business Centre, The
Gables, Fyfield Road, Ongar, Essex CM5 0GA, Telephone: +44 (0)203
0112 309 Email: info@throgmortonstreetcapital.com
For further information please contact:
ADVFN PLC
Clem Chambers +44 20 3868 670203
Beaumont Cornish Limited (Nominated
Adviser and Financial Adviser)
www.beaumontcornish.com
Roland Cornish/Michael Cornish +44 (0) 207 628 3396
Throgmorton Street Capital (Broker
and Financial Adviser)
Shivantha Thambirajah +44 (0)203 0112 309
ENDS
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END
MSCBTMRTMTABBPT
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January 13, 2022 02:00 ET (07:00 GMT)
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