Intention not to make an offer for Crimson Tide

Checkit PLC

26 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

26 June 2024

Checkit plc

("Checkit", the "Company" or the "Group")

Statement of intention not to make an offer for Crimson Tide plc

Further to the announcement made by the Company on 4 June 2024 in connection with a possible all-share offer for Crimson Tide plc and the subsequent announcements made by Crimson Tide on 5 June 2024 and 21 June 2024, the Checkit Board confirms that it does not intend to make an offer to acquire Crimson Tide. Accordingly, except with the consent of the Takeover Panel, Checkit, and any person acting in concert with Checkit, is bound by the restrictions under Rule 2.8 of the Code.

Under Note 2 on Rule 2.8 of the Code, Checkit, and any person acting in concert with Checkit, reserves the right to set aside the restrictions in Rule 2.8 of the Code and announce an offer or possible offer for Crimson Tide, or make or participate in an offer or possible offer for Crimson Tide, and/or take any other action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:

I.     with the agreement or recommendation of the Crimson Tide Board;

II.    following the announcement of a firm intention to make an offer for Crimson Tide, by or on behalf of a third party;

III.   following the announcement by Crimson Tide of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and/or

IV.  if there has been a material change of circumstances (as determined by the Takeover Panel).

The individual responsible for releasing this announcement is Kit Kyte, Chief Executive Officer of Checkit.

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement of the Possible Offer made at 07.00 a.m. on 4 June 2024.

Enquiries:

Checkit plc		[phone]
www.checkit.net
Kit Kyte (Chief Executive Officer)
Greg Price (Chief Financial and Operations Officer)
Singer Capital Markets (Nominated Adviser & Broker)		[phone]
Shaun Dobson / Peter Steel / James Fischer
Tavistock (Financial PR)		[phone]
Lulu Bridges / Simon Hudson / Katie Hopkins		[e-mail]
Yellowstone Advisory (Investor Relations)		[phone]
Alex Schlich		[e-mail]

Important Information

Singer Capital Markets Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Checkit and no-one else in connection with the Possible Offer and will not be responsible to anyone other than Checkit or providing the protections afforded to clients of Checkit or for providing advice in relation to the Possible Offer or any other matter referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an 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, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Crimson Tide who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Crimson Tide who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

Publication on a website

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 Checkit's website at www.checkit.net 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 the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END