Offer Update

RNS Number : 5219V

Allocate Software PLC

28 October 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

28 October 2014

RECOMMENDED CASH OFFER

for

Allocate Software Plc ("Allocate")
by

Acorn Bidco Limited ("Bidco")

On 28 October 2014, the board of Bidco announced that, with the consent of the Takeover Panel and the board of Allocate, the cash offer will be implemented through a recommended takeover offer (the "Offer") rather than by scheme of arrangement. The board of Allocate also received a request from a third party potential offeror on 24 October 2014, pursuant to Rule 20.2 of the Code, requiring that any information provided to Bidco be given equally and promptly to that third party. Whilst the board of Allocate has allowed this third party potential offeror access to such information as required by Rule 20.2 of the Code, there can be no certainty that such potential offeror will make an offer nor as to the terms on which any such offer might be made. Accordingly, the Allocate board has unanimously decided to continue to recommend Bidco's Offer.

Shareholder helpline

A helpline is available for Allocate Shareholders on 0871 664 0300 if calling from within the United Kingdom or, if calling from outside the United Kingdom, [phone]. Calls to the helpline from the UK cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday (except English bank holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Enquiries:
Allocate Software Plc	Tel: [phone]
Ian Bowles (Chief Executive Officer) Chris Gale (Chief Financial Officer)
William Blair International, Ltd. (lead financial adviser and Rule 3 adviser to Allocate)	Tel: [phone]
Raphael Grunschlag / Oliver Parker
Numis Securities Limited (broker, joint financial adviser and Nominated Adviser to Allocate)	Tel: [phone]
Simon Willis / Richard Thomas (Corporate Finance) James Black (Corporate Broking)
FTI Consulting (media enquiries in respect of Allocate)	Tel: [phone]
Matt Dixon / Chris Lane

Important Notices

William Blair International, Ltd, which is regulated by the FCA in the United Kingdom, is acting as lead financial adviser to Allocate and no-one else in relation to the subject matter of this announcement and will not be responsible to anyone other than Allocate for providing the protections afforded to clients of William Blair nor for providing advice in relation to the subject matter of this announcement.

Numis Securities Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint financial adviser, nominated adviser and corporate broker to Allocate and no-one else in relation to the subject matter of this announcement and will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than Allocate for providing the protections afforded to clients of Numis nor for providing advice in relation to the subject matter of this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Offer, including details of how to vote in respect of the acquisition.

This announcement has been prepared for the purpose of complying with English law and the 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 Offer shall be subject to the applicable requirements of the Code, the AIM Rules, the Panel, the London Stock Exchange and the Financial Conduct Authority.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into any jurisdiction other than the United Kingdom may be restricted by law and the availability of the Offer to Allocate Shareholders who are not resident in the United Kingdom may be restricted by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, all applicable legal and regulatory requirements of their jurisdictions. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer 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, the rules of the London Stock Exchange and the 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 other than England and Wales.

This announcement is not intended to and does not constitute, or form part of, any offer to sell or issue or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Offer will not be made, directly or indirectly, in or into, any Restricted Jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send it in or into or from any Restricted Jurisdiction.

Forward-Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer and other information published by Allocate may contain statements which are, or may be deemed to be, "forward-looking statements". Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "will", "shall", "may", "should", "continue", "believe", "expect", "intend", "anticipate", "forecast", "plan" and "project" or similar expressions. Such statements reflect the relevant company's or person's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements.

Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' or relevant persons' abilities to control or estimate precisely, including the following: future market conditions, changes in general economic and business conditions, regulatory changes, the behaviour of other market participants, litigation, weak, volatile or illiquid capital and/or credit markets, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Allocate operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward-looking statements. Allocate cannot give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Allocate does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

Allocate nor any of its respective associates or directors, officers 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 (including the information incorporated by reference into this announcement) will actually occur. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

No profit forecasts or estimates

No statement in this announcement or incorporated by reference into this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Allocate, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Allocate.

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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Allocate Shareholders and other relevant persons for the receipt of communications from Allocate may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Publication on Website and Availability of Hard Copies

In accordance with Rule 30.4 of the Code, a copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Allocate's website (www.allocatesoftware.com) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Allocate confirms that as at the date of this

announcement, it has in issue and admitted to trading on AIM 68,300,539 ordinary shares of £0.05

each (excluding ordinary shares held in treasury). The International Securities Identification

Number (ISIN) of the ordinary shares is GB0004368766.

 

END

 

 

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