REG - Mustang Energy PLC - Results of Meetings
20/06/2024 16:00
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RNS Number : 2751T Mustang Energy PLC 20 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 SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 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
Results of Mustang General Meeting and Cykel General Meeting and Court Meeting
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 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 applications 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").
On 24 May 2024, Mustang published and posted a circular to its Shareholders
setting out, amongst other things, the terms of, and the reasons for the
Mustang Board recommending, the Acquisition, seeking approval of the waiver of
Rule 9 of the City Code on Takeovers and Mergers in relation to the
Acquisition and seeking approval to issue and allot 1.911 new Mustang shares
in exchange for each Cykel share ("New Mustang Shares") to Cykel shareholders
under the terms of the Acquisition ("Mustang Circular"). On the same date,
Cykel published a circular in relation to the Scheme (the "Scheme Document").
The Scheme Document contained, amongst other things, the Scheme and notices of
the Court Meeting and the Cykel General Meeting.
Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Scheme Document.
Mustang Annual General Meeting
The Mustang Annual General Meeting was held at 11.00 am on 20 June 2024 at the
offices of Druces LLP at Salisbury House, London Wall, EC2M 5PS.
At the Mustang Annual General Meeting, all relevant resolutions were duly
passed.
Voting results of the Mustang Annual General Meeting
The table below sets out the results of the poll at the Mustang Annual General
Meeting.
Resolutions For Against Total Withheld*
1. To receive the reports of the directors and the auditors of the Company 7,086,136 - 7,086,136 -
2. To reappoint PKF Littlejohn LLP as the auditors of the Company 7,084,136 - 7,086,136 2,000
3. To approve the Acquisition 7,086,136 - 7,086,136
4. To authorise the Directors to allot and issue the Consideration Shares 7,086,136 - 7,086,136 -
5. To authorise the Directors to allot and issue the Fee Shares 7,084,060 2,076 7,086,136 -
6. To authorise the Directors to allot and issue the CLN Shares, the 2024 7,082,060 2,076 7,086,136 2,000
Director Options, the BMN Warrants and the Cykel Exchange Warrants
7. To approve the Rule 9 waiver granted by the Takeover Panel 7,082,060 2,076 7,086,136 2,000
8. To disapply statutory pre-emption provisions to enable the Directors in 7,084,060 2,076 7,086,136 -
certain circumstances to allot the Consideration Shares
9. To disapply statutory pre-emption provisions to enable the Directors in 7,084,060 2,076 7,086,136 -
certain circumstances to allot the Fee Shares
10. To disapply statutory pre-emption provisions to enable the Directors in 7,082,060 2,076 7,086,136 2,000
certain circumstances to allot the CLN Shares, the 2024 Director Options, BMN
Warrants and the Cykel Exchange Warrants
11. To adopt new articles of association of the Company 7,086,136 - 7,086,136 -
12. To approve notice of an annual general meeting of not less than 14 clear 7,086,136 - 7,086,136 -
days' notice**
13. To renew the Directors' power to allot shares 7,084,060 2,076 7,086,136 -
14. To approve the disapplication of pre-emption rights 7,084,060 - 7,086,136 2,076
* A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the First Resolution
** Resolution 12 was declared ineffective and therefore votes in respect of it
were not carried forward.
Following the Mustang Annual General Meeting, the Mustang board have 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 to Cykel shareholders under the terms of the
Acquisition. The Mustang board will also proceed with the relevant
applications for Admission.
Cykel General Meeting and Court Meeting
At the Court Meeting to consider the Scheme and the Cykel General Meeting to
consider the Resolution, each held earlier today, the resolutions relating to
the Scheme and the Acquisition (details of which are set out in the notices of
the Meetings contained in Parts 8 and 9 respectively of the Scheme Document)
were passed by the requisite majorities.
At the Court Meeting, a majority in number of the Scheme Shareholders present
and voting (and entitled to vote) in person or by proxy, representing not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders, approved the Scheme.
At the Cykel General Meeting, the Cykel Shareholders passed the Resolution to
authorise the Cykel Directors to take all such action as they may consider
necessary or appropriate for carrying the Scheme into effect and to amend
Cykel's articles of association in connection with the Scheme.
Expected timetable of principal events
The current expected timetable of principal events for the implementation are
set out in the Mustang Circular and Scheme Document respectively. If any of
the key dates set out in the expected timetable changes, an announcement will
be made through a Regulatory Information Service. Subject to the Scheme
receiving the sanction of the Court, the filing of the Court Order with the
Registrar of Companies and the satisfaction or, where applicable, waiver of
the other Conditions, the Acquisition is currently expected to become
Effective on 26 June 2024.
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. It is expected that at 8.00
a.m. on 27 June 2024, the admission of Cykel Shares to trading on the Aquis
Stock Exchange Growth Market will be cancelled, share certificates in respect
of Cykel Shares will cease to be valid and entitlements to Cykel Shares held
within the CREST system will be cancelled.
The New Mustang Shares are expected to be admitted to trading at 8.00 a.m. on
27 June 2024 with the Cykel Shareholders receiving their New Mustang Shares,
either by receiving share certificates in the New Mustang Shares or
entitlements to the New Mustang Shares in the CREST system, on or around that
time but no later than 14 days after the Effective Date.
The person responsible for arranging the release of this Announcement on
behalf of Mustang is Dean Gallegos, Managing Director. The person responsible
for arranging the release of this Announcement on behalf of Cykel is Nicholas
Lyth, Financial 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. 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. 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.
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.
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, 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 do 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.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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
per cent. 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 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 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.
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 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.
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