Response to Statement by GTCR LLC

RNS Number : 5234Y

GB Group PLC

07 September 2022

 

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

FOR IMMEDIATE RELEASE

7 September 2022

GB Group plc ("GBG" or the "Company")

RESPONSE TO STATEMENT BY GTCR LLC ("GTCR")

GBG notes yesterday's statement by GTCR confirming that it is considering a possible cash offer for the entire issued, and to be issued, share capital of GBG.

The Board of GBG notes GTCR's statement that there can be no certainty that any firm offer will be made for the Company, nor as to the terms on which any firm offer might be made. Any proposals received will be evaluated by the Board of GBG together with its advisers.

In accordance with Rule 2.6(a) of the Takeover Code, by not later than 5.00 pm on 4 October 2022, GTCR must either announce a firm intention to make an offer for GBG under Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for GBG, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Takeover Code.

This announcement has been made without the consent of GTCR.

Pending any further announcements GBG shareholders are advised to take no action. A further announcement will be made as and when appropriate.

For further information, please contact:

GBG Chris Clark, CEO & David Ward, CFO	[phone]
Tulchan Communications LLP (Financial PR) James Macey White & Matt Low	[phone] [e-mail]
Goldman Sachs International (Lead Financial Adviser) Khamran Ali	[phone]
Numis (Financial Adviser, Nominated Adviser and Corporate Broker) Simon Willis & Joshua Hughes	[phone]
Barclays (Corporate Broker) Stuart Jempson & Anusuya Nayar Gupta	[phone]
Website	www.gbgplc.com/investors

About GBG

We are the experts in digital location, identity and managing fraud risk and compliance. Helping organisations across the globe eliminate customer friction and fraud from their digital experiences. GBG develops and delivers digital identity, address verification, fraud prevention and compliance software to businesses globally.

Through the combination of the latest technology, the most accurate data and our unrivalled expertise, GBG helps organisations ranging from start-ups to the largest consumer and technology brands in the world deliver seamless experiences, so their customers can transact online with greater confidence. 

To find out more about how we help our customers establish trust with their customers visit www.gbgplc.com and follow us on LinkedIn and Twitter @gbgplc.

Further information

This announcement is not intended to, and does not, constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for 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, including details of how it may be accepted.

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.

Disclaimer

Goldman Sachs International, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA is acting as lead financial adviser to GBG and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than GBG for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to the contents of this announcement or any other matters referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker to GBG, and no one else, in connection with the matters set out in this announcement, and will not be responsible to anyone other than the Board of GBG for providing the protections afforded to clients of Numis nor for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein. Neither Numis nor any of its affiliates 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 Numis in connection with this announcement, any matter, arrangement or statement contained or referred to herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for GBG and no one else and will not be responsible to anyone other than GBG for providing the protections afforded to clients of Barclays nor for providing advice or any other matter referred to in this announcement. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal trader in GBG securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 6 September (being the business day prior to the date of this announcement), GBG confirms that it had in issue 252,264,347 ordinary shares of GBP 0.025 each with voting rights and admitted to trading on AIM under the ISIN code GB0006870611.

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) of the Code 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, 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 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 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 Takeover Panel's website at 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.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.gbgplc.com, by no later than 12 noon (London time) on 8 September 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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