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
SUCH JURISDICTION.
THE FOLLOWING
ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS
EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE ACQUISTION AND NEW MUSTANG SHARES
EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE
MUSTANG CIRCULAR AND THE PROSPECTUS
FOR
IMMEDIATE RELEASE
24 May
2024
RECOMMENDED ALL SHARE
OFFER
FOR
CYKEL AI
PLC
BY
MUSTANG ENERGY
PLC
to be implemented by means of
a scheme of arrangement
under Part 26 of the
Companies Act 2006
Publication and posting of
the Scheme Document and the Mustang Circular
On 10 May 2024, the boards of
Mustang Energy PLC ("Mustang") and Cykel AI plc ("Cykel") announced
that they had reached agreement on the terms of a recommended all
share offer for Mustang to acquire the entire issued and to be
issued ordinary share capital of Cykel (the "Acquisition"). The
Acquisition is being implemented by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") between Cykel and the Cykel shareholders. The Acquisition
is classed as a reverse takeover under the Listing Rules, therefore
a prospectus (the "Prospectus") was published on 23 May 2024 and
upon completion of the Acquisition the listing of all existing
Mustang shares will be cancelled and an application will be made
for immediate admission of the New Mustang Shares (as defined
below) for admission to listing on the standard listing segment of
the Official List of the FCA and to trading on London Stock
Exchange plc's main market for listed securities (
"Admission").
Scheme Document
Cykel is pleased to announce that it
has today published a circular in relation to the Scheme (the
"Scheme Document"), setting out, amongst other things, a letter
from the chairman of Cykel, the full terms and conditions of the
Scheme, an explanatory statement pursuant to section 897 of the
Companies Act 2006, an expected timetable of principal events,
notices of the Court Meeting and General Meeting (as defined in the
Scheme Document) and details of the actions to be taken by Cykel
shareholders.
Hard copies of the Scheme Document
and forms of proxy for the Court Meeting and General Meeting are
being sent today to Cykel shareholders and (for information
purposes only) to persons with information rights.
Copies of this announcement and the
Scheme Document will be available free of charge (subject to
certain restrictions relating to persons in Restricted
Jurisdictions (as defined in the Scheme Document)) on Cykel's
website at www.cykel.ai.
The content of this website is not incorporated into, and does not
form part of, this announcement.
Cykel Court Meeting and Cykel General
Meeting
As detailed further in the Scheme
Document, the Scheme is subject to the conditions set out in the
Scheme Document. To become effective, the Scheme requires, among
other things, that the requisite majorities of Scheme Shareholders
(as defined the Scheme Document) vote in favour of the Scheme at
the Court Meeting and that the requisite majority of Cykel
shareholders votes in favour of the special resolution at the
General Meeting. Notices convening the Court Meeting and the
General Meeting for 11.00 am and 11.15 pm respectively on 20 June
2024 (or, in respect of the General Meeting, as soon thereafter as
the Court Meeting is concluded or adjourned), both to be held at
the offices of Fladgate LLP at 16 Great Queen Street, London, WC2B
5DG, are set out in the Scheme Document. Forms of proxy for use at
such meetings will be enclosed with the Scheme Document. It is
important that, for the Court Meeting in particular, as many votes
as possible are cast so that the Court may be satisfied that there
is a fair and reasonable representation of Scheme Shareholder
opinion. Cykel shareholders are therefore strongly urged to
complete, sign and return their forms of proxy or appoint a proxy
electronically, as soon as possible, and in any event by no later
than 11.00 am on 18 June 2024 for the Court Meeting and 11.15 am on
18 June 2024 for the General Meeting.
Mustang Circular and Mustang Annual General
Meeting
Under the terms of the Acquisition,
Cykel shareholders will be entitled to receive 1.911 new Mustang
shares (the "New Mustang Shares") in exchange for each Cykel share.
The Mustang board is required to seek the approval of the Mustang
shareholders for the requisite authorities and powers inter alia to approve the Acquisition,
to approve waiver of Rule 9 of the City Code on Takeovers and
Mergers in relation to the Acquisition and to issue and allot the
New Mustang Shares at a general meeting of Mustang (which will also
be Mustang's annual general meeting) (the "Mustang Annual General
Meeting").
The Mustang board is pleased to
announce that the Mustang Annual General Meeting is to be held at
11.00 am on 20 June 2024 at the offices of Druces LLP at Salisbury
House, London Wall, EC2M 5PS. An explanatory circular and notice of
the Mustang Annual General Meeting is being posted today to Mustang
Shareholders (the "Mustang Circular"). Copies of the Mustang
Circular and the Prospectus can be viewed and downloaded from the
Mustang's website www.mustangplc.com.
Expected timetable of principal events
The current expected timetable of
principal events for the implementation of the Acquisition and
Admission is set out below, and the current expected timetable of
principal events for the implementation of the Scheme is set
out below and in the Scheme Document. If any of the key dates set
out in the expected timetable changes, an announcement will be made
through a Regulatory Information Service. The Acquisition is
expected to complete and Admission is expected to take place in the
second quarter of 2024. All times shown in this announcement are
references to London time unless otherwise stated.
Event
|
Expected time/date
|
Publication of the
Prospectus
|
23 May 2024
|
Publication and posting of the
Scheme Document and the Mustang Circular
|
24 May 2024
|
Latest time and date for lodging forms of proxy
or for submitting proxy instructions via the CREST electronic proxy
appointment service for the Court Meeting
|
11.00 am on 18 June 2024
|
Court Meeting (blue form of
proxy)
|
11.00 am on 20 June 2024[1]
|
Latest time for lodging forms of proxy or for
submitting proxy instructions via the CREST electronic proxy
appointment service for the Cykel General Meeting
|
11.15 am on 18 June 2024
|
Voting record time for
Cykel
|
6.00 pm on 18 June 2024[2]
|
Cykel General Meeting (white
form of proxy)
|
11.15 am on 20 June 2024[3]
|
Voting record time for Mustang
|
6.00 pm on 18 June 2024
|
Latest time for lodging forms of proxy or for
submitting proxy instructions via the CREST electronic proxy
appointment service for the Mustang Annual General
Meeting
|
11.00 am on 18 June 2024
|
Mustang Annual
General Meeting
|
11.00 am on 20 June 2024
|
The following dates are indicative only and are
based on the current expectations of the boards of Cykel and
Mustang and may be subject to change; please see note (4) and (5)
below.
Event
|
Expected time/date[4]
|
Scheme sanction hearing
|
25 June 2024 (D)[5]
|
Last day of dealings in, and for registration of
transfers of, and disablement of CREST for, Cykel
shares[6]
|
D + 1 business day
|
Scheme record time
|
6.00 pm on D + 1 business day
|
Effective date of the Scheme, completion of the
Acquisition
|
D + 1 business
days[7]
|
Cancellation of admission of Cykel shares to
trading on the Aquis Stock Exchange Growth Market
|
8.00 am on D + 2 business days
|
Cancellation of admission of existing Mustang
shares
|
by no later than 8.00 am
on D + 2 business days
|
Issue of the New Mustang
Shares
|
by no later than 8.00 am on D + 2
business days
|
Admission and commencement of dealings of the
New Mustang Shares on the London Stock Exchange plc's main market
for listed securities
|
8.00 am on D + 2 business
days
|
|
|
CREST accounts of Cykel shareholders
credited with New Mustang Shares
|
at or soon after 8.00 am on D + 2 business days
(but not later than 14 days after the Effective Date (as defined in
the Scheme Document)
|
Despatch of share certificates for the New
Mustang Shares
|
within 14 days after the Effective
Date
|
Long stop date
|
31 December 2024[8]
|
Cancellation of admission of Cykel shares to trading on the
Aquis Stock Exchange Growth Market
Cykel shares are currently admitted
to trading on the Aquis Stock Exchange Growth Market, although
dealings in the Cykel shares have been suspended since 18 January
2024. It is intended that, shortly before the Effective Date,
applications will be made to the Aquis Stock Exchange for the
cancellation of trading of the Cykel shares on the Aquis Stock
Exchange Growth Market, to take effect on or shortly after the
Effective Date. These dates will depend, among other things, on the
date on which the Court sanctions the Scheme. A further
announcement will be made in the event that any of these dates
change.
The person responsible for arranging
the release of this announcement on behalf of Cykel is Nicholas
Lyth, Financial Director. The person responsible for arranging the
release of this announcement on behalf of Mustang is Dean Gallegos,
Managing Director.
Enquiries:
Mustang Energy Plc
|
|
Dean Gallegos - Managing
Director
|
dg@mustangplc.com
|
|
+61 416
220 007
|
Guild Financial Advisory Limited - Rule 3 Adviser to
Mustang
|
|
Ross Andrews
|
ross.andrews@guildfin.co.uk
|
|
+44 (0)
7973 839767
|
Cykel AI Plc
|
|
Jonathan Bixby - Executive
Chairman
|
Via First
Sentinel
|
First Sentinel Corporate Finance - AQSE Corporate Adviser to
Cykel
|
|
Brian Stockbridge
|
brian@first-sentinel.com
|
|
+44 (0) 20
3855 5551
|
Capital Plus Partners - Rule 3 Adviser to
Cykel
|
|
Dominic Berger
|
dpb@capplus.co.uk
|
|
+44 (0) 20
3821 6167
|
Clear Capital Markets - Broker to Cykel
|
|
Bob Roberts
|
+44 (0) 20
3869 6080
|
Druces LLP is providing legal advice
to Mustang in connection with the Acquisition. Fladgate LLP is
providing legal advice to Cykel in connection with the
Acquisition.
IMPORTANT
NOTICES
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation or the solicitation of an
offer to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise. The Acquisition is being made
solely pursuant to the terms of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition, together with the
accompanying forms of proxy. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document.
This announcement is not a prospectus, prospectus equivalent
document or scheme document and no investment decision in relation
to the Acquisition or the New Mustang Shares should be made except
on the basis of information in the Prospectus.
The release, publication or distribution of this announcement
in jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable legal or regulatory
requirements. In particular, the ability of persons who are
not resident in the United Kingdom to vote their Cykel shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement has been prepared for the purposes
of complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom. This
announcement does not constitute a prospectus or prospectus
equivalent document.
Mustang and Cykel encourage Cykel shareholders to read the
Prospectus and the Scheme Document (or any further documentation
published in connection with the Acquisition) carefully because
they contain important information in relation to the Acquisition.
Any decision (other than an investment decision in relation to the
Acquisition or the New Mustang Shares) by Cykel shareholders in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Any investment
decision in relation to the Acquisition or the New Mustang Shares
should be made only on the basis of information in the
Prospectus.
The statements contained in this announcement are made as at
the date of this announcement, unless some other time is specified
in relation to them, and the release of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such
date.
The release, publication or distribution of this announcement
in or into jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions
and therefore persons into whose possession this announcement comes
who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom should inform themselves about and
observe any such applicable laws and/or regulations in their
jurisdiction. Any failure to comply with
any such restrictions may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
Copies of this announcement and any documentation relating to
the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction (as defined in the
Scheme Document) and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover
Offer (as defined in the Scheme Document)(unless otherwise
permitted by applicable law or regulation), the Takeover Offer may
not be made, directly or indirectly, in or into or by use of the
mails or any other means or instrumentality (including, without
limitation, facsimile, email or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable
of acceptance by any such use, means, instrumentality or facilities
or from within any Restricted Jurisdiction.
The New Mustang Shares to be issued pursuant to the
Acquisition have not been and will not be registered under the
United States Securities Act of 1933 (as amended) nor under any of
the relevant securities laws of any Restricted Jurisdiction.
Accordingly, the New Mustang Shares may not be offered, sold or
delivered, directly or indirectly, into any Restricted
Jurisdiction, except pursuant to exemptions from applicable
requirements of any such jurisdiction.
Rules 26.1 and 26.2
disclosure
Pursuant to Rules 26.1 and 26.2 of the Takeover
Code, a copy of
this announcement and the documents required to be published will
be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Mustang's website at
www.mustangplc.com and at Cykel's website at www.cykel.ai by no later than 12 noon (London time) on
the business day following the date of this announcement). For the
avoidance of doubt, the contents of the websites referred to in
this announcement, and the contents of any websites accessible from
hyperlinks on such websites are not incorporated into and does not
form part of this announcement.
Requesting hard copy
documents
Pursuant to Rule 30.3 of the
Takeover Code, a person so entitled may request a copy of
this announcement and any information incorporated into it by
reference to another source in hard copy form by writing to Neville
Registrars of Neville House, Steelpark Road, Halesowen, B62 8HD. A
person may also request that all future documents, announcements
and information to be sent to that person in relation to the
Acquisition should be in hard copy form.
Rule 2.9
disclosure
In
accordance with Rule 2.9 of the Takeover Code, Cykel confirms that, as at the close of business on 23
May 2024 (being the last business day prior to the date of this
announcement), it has 205,183,350 ordinary shares of 0.1 pence each
in issue and 59,385,170 warrants to subscribe for ordinary shares
of 0.1 pence (48,000,000 warrants are exercisable at 1 pence per
share until 25 October 2026 and 11,385,170 warrants are exercisable
at 3 pence per share until 25 October 2028). The shares of Cykel
are admitted to trading on the AQSE Growth Market. The
International Securities Identification Number (ISIN) of the Cykel
shares is GB00BPTJZN05.
In
accordance with Rule 2.9 of the Takeover Code, Mustang confirms
that, as at the close of business on 23 May 2024 (being the last
business day prior to the date of this announcement), it has
12,161,966 ordinary shares of 0.1 pence each in issue, 636,986
warrants to subscribe for ordinary shares of 0.1 pence each
(exercisable at 30 pence per share until 15 November 2024) and
£200,000 10% unsecured convertible loan notes in issue (which have
a maturity date of 31 May 2024 and are convertible into Mustang
ordinary shares of 0.1 pence per share at a conversion price of 6
pence per share). The shares of Mustang are admitted to trading on
the Main Market. The International Securities Identification Number
(ISIN) of the Mustang shares is GB00BJ9MHH56.
No profit forecasts or
estimates
No
statement in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate, or quantified financial
benefits statement or estimate for any period and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share for Mustang or Cykel for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Mustang or for
Cykel.
Other 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. 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 the offeree
company. 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. Relevant persons who deal in the
relevant securities of the offeree company 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. 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 the offeree company, 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, 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 of
the Takeover Code).
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.
Disclaimers
Capital Plus Partners Ltd ("Capital Plus Partners"), which is
authorised and regulated by the FCA in the UK, is acting as
financial adviser and Rule 3 adviser exclusively for Cykel and no
one else in connection with the Offer and the matters set out in
this Announcement and will not be responsible to any person other
than Cykel for providing the protections afforded to clients of
Capital Plus Partners, nor for providing advice in relation to the
Offer, the content of this Announcement or any matter referred to
herein.
Guild Financial Advisory Limited ("Guild"), which is
authorised and regulated by the FCA in the UK, is acting as
financial adviser and Rule 3 adviser exclusively for Mustang and no
one else in connection with the Offer and the matters set out in
this Announcement and will not be responsible to any person other
than Mustang for providing the protections afforded to clients of
Guild, nor for providing advice in relation to the Offer, the
content of this Announcement or any matter referred to
herein.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
Forward-looking
statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Mustang and Cykel
may contain certain forward-looking statements with respect to the
financial condition, results of operations and business of Mustang
and/or Cykel and certain plans and objectives of Mustang and/or
Cykel with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words
such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar
meaning. These statements are based on assumptions and assessments
made by Mustang and/or Cykel in the light of their experience and
their perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this document could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.
Neither Mustang nor Cykel assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Neither Mustang nor Cykel, nor any of their respective
associates or directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given the uncertainties
and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as of the date of
this announcement. All subsequent oral or written forward-looking
statements attributable to Mustang or Cykel or any of their
respective members, directors, officers, employees or advisers or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Mustang and Cykel
disclaim any obligation to update any forward-looking or other
statements contained in this announcement, except as required by
applicable law or regulation, whether as a result of new
information, future events or otherwise.
General
No
person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents
of this announcement or the action you should take, you are
recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.