REG - Crimson Tide PLC Ideagen Limited - Statement of no intention to make an offer

Crimson TideAnnouncement

11/07/2024 13:15

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RNS Number : 0940W  Crimson Tide PLC  11 July 2024

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 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

11 July 2024

Crimson Tide plc

("Tide", "Group" or "Company")

Statement of no intention to make an offer from Ideagen Ltd

 

Further to the announcement by Tide on 21 June 2024 that it had received a
conditional and non-binding proposal from Ideagen Limited ("Ideagen")
regarding a possible cash offer for the Company, Tide has today been informed
that on reflection and after positive and constructive discussions between the
parties Ideagen has concluded that they will not pursue an offer for Tide in
view of other priorities.  Accordingly, Ideagen no longer intends to make an
offer for Tide under Rule 2.7 of the Code.

In Tide's recently reported results for the year ended 31 December 2023 the
Group reported revenue growth of 15% to £6.2m (2022: £5.4m) and a return to
operational profitability.  Reported ARR was stable at £5.8m, despite some
previously reported and unavoidable churn in FY23 and the balance sheet
remains robust with current cash at £2.6m (FY23: £3.3m). Last year,
significant investment went into mpro5, the Company restructured its sales
team and appointed a new CEO. The Tide board of directors looks to the future
with confidence and believes its range of pipeline opportunities provide a
solid basis for another year of growth in FY24 and beyond.

This is a statement to which Rule 2.8 of the Code applies. As a result of this
announcement, Ideagen will, together with any party acting in concert with it,
be bound by the restrictions contained in Rule 2.8 of the Code.

For the purpose of Rule 2.8 of the Code, Ideagen, and any person(s) acting in
concert with it, reserves the right to make or participate in an offer for
Tide (and/or take any other action which would otherwise be restricted under
Rule 2.8 of the Code) within six months of the date of this announcement:

a)     with the agreement of the board of directors of Tide;

 

b)     following the announcement of a firm intention to make an offer for
Tide by or on behalf of a third party;

 

c)    if Tide announces a Rule 9 waiver proposal (as described in Note 1 on
Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in
the Code);

 

d)    if there has been a material change of circumstances (as determined
by the Panel on Takeovers and Mergers (the "Panel")); or

 

e)    in such other circumstances as the Panel may permit.

This announcement is made with the consent of Ideagen.

Enquiries

 

 Crimson Tide plc                                                    +44 1892 542444

 Barrie Whipp / Jacqueline Daniell / Phil Meyers

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)    020 7220 0500

 Julian Blunt / Henrik Persson / Callum Davidson / Dan Hodkinson

 Corporate Finance

 Andrew Burdis - Corporate Broking

 Alma PR                                                             +44 7780 901979

 Josh Royston

 

Important information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as financial adviser exclusively for Tide and no one else in connection with
the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be
responsible to anyone other than Tide for providing the protections afforded
to clients of Cavendish nor for providing advice in relation to any matter
referred to herein.

This announcement is not intended to, and does not constitute, an offer to
sell or the solicitation of an offer to subscribe for or buy, or an invitation
to subscribe for or to purchase any securities, or the solicitation of any
vote, in any jurisdiction. This is an announcement under Rule 2.8 of the Code
and does not constitute an announcement of a firm intention to make an offer
under Rule 2.7 of the Code.

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

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