TIDMREDT
RNS Number : 3101I
Red24 PLC
26 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
red24 plc ("red24" or the "Company")
Update re Possible Offer by iJET International Inc. ("iJET")
Further to the announcements by the Company and iJET on 1 August
2016 regarding the discussions which might lead to a cash offer
being made by iJET for the entire issued and to be issued share
capital of red24 at 24p per red24 ordinary share (the "Possible
Offer"), the Board of red24 (the "red24 Board") provides the
following update.
Since 1 August 2016 discussions with iJET have moved ahead
constructively and continue to do so.
Following negotiation, iJET has increased the indicative price
of the Possible Offer to 26p in cash per red24 ordinary share. iJET
has confirmed that red24 shareholders will be entitled to receive
and retain the final dividend of 0.3p per red24 ordinary share in
respect of the year ended 31 March 2016, as referred to in red24's
Final Results and Dividend Timetable announcements dated 28 June
2016, however, iJET has reserved the right to reduce the Possible
Offer price by the amount of any other dividend (or other
distribution) which is paid or becomes payable by red24 to its
shareholders prior to the any offer being made or prior to such
offer being completed. iJET also reserves the right to offer a
lower price if it were to be recommended by the red24 Board.
The announcement of any firm intention to make an offer by iJET
is subject to the satisfaction of a number of pre-conditions,
including the completion by iJET of confirmatory due diligence on
red24 and the recommendation of the red24 Board. iJET has reserved
the right to waive any of these pre-conditions.
The red24 Board confirms that, should iJET make a firm offer for
the Company at a price of 26p in cash per red24 ordinary share, it
would be prepared to recommend that offer to red24
shareholders.
On 1 August 2016, the Company also announced that, in accordance
with Rule 2.6(a) of the Code, iJET must, by not later than 5.00
p.m. on 29 August 2016, either announce a firm intention to make an
offer for the Company in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. The Company also announced that it could
approach the Panel for an extension to this deadline in due course
in accordance with Rule 2.6(c) of the Code.
At the request of red24, the Panel has consented to an extension
of the deadline by which iJET must either announce a firm intention
to make an offer for the Company or announce that it does not
intend to make an offer for the Company to 5.00 p.m. on 26
September 2016. This deadline will only be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
The red24 Board emphasises that this announcement does not
amount to an announcement of a firm intention to make an offer and,
accordingly, there can be no certainty that an offer will be made,
even if iJET's pre-conditions are satisfied or waived. The red24
Board strongly advises red24 shareholders to take no action at this
time.
This announcement has been made with the prior consent of
iJET.
Enquiries:
red24 plc Tel: 0203 291
2424
Simon Richards, Chairman
Maldwyn Worsley-Tonks, Chief Executive
Officer
finnCap Tel: 0207 220
0500
Julian Blunt, James Thompson Corporate
Finance
Alice Lane, Corporate Broking
Yellow Jersey PR Ltd Tel: 07768 534641
Philip Ranger, Aidan Stanley
About red24
red24 is a crisis assistance company that provides a range of
security and business support services, offering preventative and
reactive advice to help organisations and individuals to avoid or
manage security and business risks to themselves, their families
and their businesses. Its products and services are distributed
through leading international financial service companies.
Additional Information
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.red24plc.com by no later than 12 noon
(London time) on 27 August 2016, being the date following the date
of this announcement.
The distribution of this announcement in jurisdictions other
than the United Kingdom and the availability of any offer to
shareholders of red24 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 red24 who are not
resident in the United Kingdom will need to inform themselves
about, and observe, any applicable requirements.
Disclosure requirements of the Takeover Code (the "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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDPFMFTMBATBMF
(END) Dow Jones Newswires
August 26, 2016 12:53 ET (16:53 GMT)
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