7digital Group PLC Update on the Concert Party (7039N)
26 Septiembre 2019 - 2:09AM
UK Regulatory
TIDM7DIG
RNS Number : 7039N
7digital Group PLC
26 September 2019
26 September 2019
7digital Group plc
("7digital" or "the Company")
Update on the Concert Party
7digital Group plc (AIM:7dig) provides the following update, as
a result of the admission of the subscription shares announced on
20 September 2019.
As previously announced on the 7 June 2019 and detailed further
in the Company's circular to shareholders, Magic, Schmuel Koch
Holdings Limited, Tamir Koch and David Lazarus are deemed to be
acting in concert (the "Concert Party"). As a result of the
Subscription, Alan Da Costa, and Larry Schewitz are considered to
be acting in concert with the Concert Party for the purposes of the
Takeover Code (the "New Concert Party"). The New Concert Party will
hold in aggregate following Admission 1,326,448,345 New Shares
(representing 57.1 per cent. of the Enlarged Share Capital).
The Company is subject to the City Code on Takeovers and Mergers
(the "City Code". Under Rule 9 of the City Code, any person who
acquires an interest (as de ned in the City Code) in shares which,
taken together with shares in which he is already interested in and
which persons acting in concert with him are interested, carry 30
per cent. or more of the voting rights of a company which is
subject to the City Code, is normally required to make a general
offer to all the remaining shareholders to acquire their
shares.
Similarly, when any person, together with persons acting in
concert with him/her, is interested in shares which in the
aggregate carry not less than 30 per cent. of the voting rights of
such a company but does not hold shares carrying more than 50 per
cent. of such voting rights, a general offer will normally be
required if any further interests in shares are acquired by any
such persons. Such a General offer must be made in cash and at the
highest price paid by the persons required to make the offer for
any interest in shares of the company during the 12 months prior to
the announcement of the offer.
When members of a concert party hold more than 50 per cent. of
the voting rights in a company, no obligation to make such a
general offer will normally arise from acquisitions by any member
of the concert party. They may accordingly increase their aggregate
interests in shares without incurring any such obligation to make a
general offer, although individual members of a concert party will
not be able to increase their percentage interests in shares
through or between a relevant general offer threshold without Panel
consent.
As the New Concert Party will hold over 50 per cent. of the
voting , no obligation to make such a general offer will normally
arise from acquisitions by any member of the New Concert Party. Any
member of the New Concert Party, with the exception of Magic, may
accordingly increase their aggregate interests in shares without
incurring any such obligation to make a general offer, although
individual members of the New Concert Party will not be able to
increase their percentage interests in shares through or between a
relevant general offer threshold without Panel the Takeover Panel's
consent.
7digital 020 7099 7777
Paul Langworthy, CEO
Holly Ashmore, PR Manager
Arden Partners (nominated adviser and broker) 020 7614 5900
Ruari McGirr/ Tom Price/ Benjamin Cryer
- Corporate Finance
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END
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