REG - Crimson Tide PLC - Offer update and possible cash offer

Crimson TideAnnouncement

21/06/2024 12:45

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RNS Number : 4385T  Crimson Tide PLC  21 June 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 THAT JURISDICTION.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS
TO THE TERMS OF ANY FIRM OFFER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION NO. 596/2014 (AS INCORPORATED INTO UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY VIRTUE OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

 

 

Crimson Tide plc

(the "Company" or "Crimson Tide")

Checkit Offer update and receipt of possible cash offer from Ideagen

 

The Board of Crimson Tide (the "Board") set out on 5 June 2024 its response to
the announcement made by Checkit plc ("Checkit") on 4 June 2024 of a possible
all-share offer for the entire issued and to be issued share capital of
Crimson Tide (the "First Checkit Proposal"). Whilst respecting the commercial
and strategic logic to such a combination, the Board had a number of concerns
regarding the First Checkit Proposal including the Board's belief that its
financial terms significantly undervalued the Company and its prospects.

 

A revised proposal was received from Checkit on 14 June 2024 (the "Revised
Checkit Proposal") in which Checkit stated that it "is considering offering up
to 9 of its shares for every 1 share" of the Company. Unlike the First Checkit
Proposal, the Revised Checkit Proposal is stated to be subject to certain
pre-conditions, including satisfactory completion of a due diligence exercise.
Certain of the Board's wider concerns with the First Checkit Proposal,
including as to financial terms, governance and management, were not addressed
to the Board's satisfaction in the Revised Checkit Proposal. Accordingly, the
Board confirms that the Revised Checkit Proposal has today been rejected.
 The Board notes that neither the First Checkit Proposal nor the Revised
Checkit Proposal contained a proposed cash alternative. This announcement is
made without the consent of Checkit and there can be no certainty that any
firm offer will be made by Checkit nor as to the terms of any firm offer.

 

The Board also announces that on 14 June 2024, a conditional and non-binding
proposal was received from Ideagen Limited ("Ideagen") regarding a possible
cash offer for the Company at a price of 312 pence per Crimson Tide share (the
"Ideagen Proposal"). The Board is considering the Ideagen Proposal and further
updates will be provided as appropriate. This announcement is made without the
consent of Ideagen and there can at this stage be no certainty that any firm
offer will be made by Ideagen nor as to the terms of any firm offer.

 

In accordance with Rule 2.6(a) of the Code, Ideagen must by no later than 5.00
pm (London time) on 19 July 2024 (being 28 days after today's date), either
announce a firm intention to make an offer for Crimson Tide in accordance with
Rule 2.7 of the Code or announce that it does not intend to make an offer for
Crimson Tide, in which case this announcement will be treated as a statement
to which Rule 2.8 of the Code applies.

 

As noted in the Company's announcement of 5 June 2024, the Company's
shareholders are reminded that Checkit must also by no later than 5.00 pm
(London time) on 2 July 2024, either announce a firm intention to make an
offer for Crimson Tide in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer for Crimson Tide, in which case the
announcement of 5 June 2024 will be treated as a statement to which Rule 2.8
of the Code applies.

 

Each of the above deadlines can only be extended with the consent of the Panel
on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the
Code.

 

Further announcements will be made as and when appropriate.

 

The attention of shareholders is drawn to the disclosure requirements of Rule
8 of the Code, which are summarised below.

 

 

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

 

Notice related to financial advisers

Cavendish Capital Markets Limited ("Cavendish") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority is acting
for the Company in relation to the matters described in this announcement and
is not advising any other person, and accordingly will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Cavendish or for providing advice in relation to the matters
described in this announcement. Neither Cavendish nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cavendish in connection with this announcement,
any statement contained herein or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
announcement.

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities or the
solicitation of any vote or approval in any jurisdiction. Any offer (if made)
will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer (if made), including details of how such
offer may be accepted. This announcement has been prepared in accordance with
English law and the Code, and information disclosed may not be the same as
that which would have been prepared in accordance with laws outside of the
United Kingdom. The release, distribution or publication of this announcement
in jurisdictions outside of the United Kingdom may be restricted by laws of
the relevant jurisdictions, and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or
representation to the future. This announcement may include certain
statements, estimates and projections provided by the Company in relation to
the Company's anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by the Company or any other person as
to the accuracy of such statements, estimates or projections.

Rule 2.9

In accordance with Rule 2.9 of the Code, Crimson Tide confirms that, as at the
close of business on 20 June 2024 (being the business day prior to the date of
this announcement), it has in issue 6,574,863 ordinary shares of 10 pence each
in the capital of the Company (the "Ordinary Shares") and admitted to trading
on the AIM Market of the London Stock Exchange plc. The International
Securities Identification Number for the Ordinary Shares is GB00BRJRV969.

 

Rule 26.1

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on Crimson Tide's website at
www.crimsontide.co.uk (http://www.crimsontide.co.uk) by no later than 12 noon
(London time) on the business day following the date of this announcement. For
the avoidance of doubt, the content of Crimson Tide's website referred to in
this announcement nor any other website accessible by hyperlinks from that
website nor any additional materials contained or accessible thereon are
incorporated into and do not form part of this announcement.

Disclosure requirements of 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 Panel's website at
www.thetakeoverpanel.org.uk, (http://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.

 

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