TIDMBST
RNS Number : 3309G
Big Sofa Technologies Group PLC
16 March 2020
16 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, 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 UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. 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 AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS IN ACCORDANCE WITH THE COMPANY'S
OBLIGATIONS UNDER ARTICLE 7 OF THAT REGULATION.
Big Sofa Technologies Group plc
("Big Sofa Technologies" or the "Company")
Formal Sale Process
Big Sofa Technologies (AIM:BST), an international video data and
analytics provider , announces that to maximise value for its
stakeholders, it has decided to pursue a potential sale of the
Company, to be conducted by way of a "Formal Sale Process" under
The City Code on Takeovers and Mergers (the "Takeover Code" or
"Code").
The Board has appointed Wyvern Partners Limited ("Wyvern
Partners") as its financial adviser for the purposes of the Formal
Sale Process, details of which can be found below.
Background
The Board considers that the Company is one of the leading
"behavioural video" data analytics companies in the world.
Over the last year, adoption of the Company's technology has
increased substantially with existing and new clients, including
two US global technology companies and other multinational consumer
goods businesses.
This commercial progress reflects client demand for a video
technology capability able to ingest and analyse sophisticated
behavioural data alongside more commonplace video feedback and
video storytelling functionality.
Although Big Sofa Technologies has reduced its operating cost
base alongside investment in its technology, the Board believes
that capturing the substantial commercial growth opportunity
available would benefit from additional finance from a financial or
strategic partner.
The decision to progress a Formal Sale Process also recognises
the challenge of raising new equity due to current market
turbulence.
The Panel on Takeovers and Mergers (the "Panel") has agreed that
any discussions with third parties may be conducted within the
framework set out in Note 2 on Rule 2.6 of the Code. The Panel has
granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the 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 Code) and will not be subject to the 28
day deadline referred to in Rule 2.6(a) of the Code, for so long as
it is participating in the Formal Sale Process.
Any interested party wishing to participate in the Formal Sale
Process should contact Wyvern Partners (contact details as set out
below) and will be required to enter into a non-disclosure
agreement with the Company on reasonable 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. Following execution of such an agreement, Big Sofa
Technologies intends to provide interested parties with information
on the Company, following which, such parties will be invited to
submit proposals to the Company. The Company expects to receive
such proposals by the end of April 2020.
The Board reserves the right to alter any aspect of the process
as outlined above or to terminate it at any time and will make
further announcements as appropriate. The Board reserves the right
to reject any approach or terminate discussions with any interested
party or participant at any time. The Company has had preliminary
discussions with a potential offeror but there is no certainty that
any offer will be made as a result of these discussions.
Following this announcement, the Company is now considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below will apply.
Shareholders are advised that this is not a firm intention for
an offer to be made under Rule 2.7 of the Code and there can be no
certainty that any offers will be made as a result of the Formal
Sale Process, that any sale or other transaction will be concluded
nor as to the terms on which any offer or other transaction may be
made.
Further announcements regarding timings for the Formal Sale
Process will be made in due course.
Rule 2.9 information
In accordance with Rule 2.9 of the Code, the Company confirms
that, as at the date of this announcement, it has 186,250,692
ordinary shares of 3 pence each in issue and admitted to trading on
AIM under the ISIN GB00BZ1B7619.
Enquiries:
Big Sofa Technologies Group plc +44 (0)20 7357 0033
Kirsty Fuller, CEO
Joe MacCarthy, CFO
Arden Partners plc (Nominated Adviser
and Broker) +44 (0)20 7614 5900
Paul Shackleton
Ben Cryer
Wyvern Partners Limited +44 (0)20 7355 9850
Anthony Gahan
Brian Rutherford
About Big Sofa Technologies Group plc
Big Sofa Technologies is a video data and analytics company. The
design and development of its technology has been guided by expert
understanding of the insight and analytics industries and the
needs, pressures and business questions of the clients they
serve.
The Company uncovers and analyses new-to-the-industry
behavioural data sets in video, enabled by the power of its
pioneering data capture and platform technology. It innovates both
in how video-led projects and programmes are designed and in how
the data is analysed, showcased, embedded and re-mined.
Its software platform collates, analyses and organises large
volumes of raw/unstructured video enabling clients, which include
leading market research and data companies, consultancy firms and
major household brands, to perform detailed and sophisticated
consumer insight analysis and make genuine use of video
content.
Big Sofa Technologies' shares are admitted to trading on the
London Stock Exchange's AIM market under the ticker BST.L.
To find out more, visit www.bigsofatech.com
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.
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.
Publication on Website
A copy of this announcement will be made available on the
Company's website at www.bigsofatech.com no later than 12:00 noon
(London time) on 17(th) March 2020 (being the business day
following the date of this announcement) in accordance with Rule
30.4 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGPUPWWUPUGAQ
(END) Dow Jones Newswires
March 16, 2020 11:35 ET (15:35 GMT)
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