Tender Offer, Proposed Cancellation & Notice of GM

Holders Technology PLC

29 November 2023

 

29 November 2023

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 OF SUCH JURISDICTION.

Holders Technology plc 

("Holders Technology", the "Group" or the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Tender Offer to purchase up to 2,256,765 Ordinary Shares at 43p per Ordinary Share

Re-Registration as a private limited company

and

Notice of General Meeting

Holders Technology (AIM:HDT) announces that a circular (the "Circular") will be sent to Shareholders later today detailing the following proposals:

·      the proposed cancellation of the admission to trading of the Ordinary Shares on AIM (the "De-Listing");

·      a tender offer, closing at 1.00 p.m. on 20 December 2023 (the "Closing Date"), for up to 2,256,765 Ordinary Shares, representing approximately 53 per cent. of the Company's issued share capital being the Ordinary Shares that the Concert Party are not currently interested in, at 43 pence per Ordinary Share (the "Tender Offer"); and

·      re-registration as a private limited company (the "Re-Registration") (together the De-Listing, Tender Offer and Re-Registration are the "Proposals").

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.

The Circular sets out the terms of the Tender Offer and incorporates a notice of a General Meeting. A Proxy Form and Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the General Meeting and Tender Offer, respectively, are also being despatched with the Circular.

The Tender Offer is conditional on the Acceptance Condition being satisfied, that is, receipt of valid tenders in respect of at least 289,367 Ordinary Shares. The 289,367 Ordinary Shares represent approximately 6.85 per cent. of the issued ordinary share capital of the Company. If the Acceptance Condition is satisfied by 1.00 p.m. on the Closing Date, the Concert Party would hold more than 50 per cent. of the issued ordinary share capital of the Company following completion of the Tender Offer.

The Panel has confirmed that any buy-back by the Company of Ordinary Shares, pursuant to its existing authorities, at or below the Tender Offer Price following the date of this Circular but prior to the Closing Date shall, for the purposes of satisfaction of the Acceptance Condition, be treated as if validly tendered under the Tender Offer. The Company reserves the right, if approved by the Independent Directors, to make such purchases during the Tender Offer period.

Background

The Board has undertaken a thorough review of the benefits and drawbacks to the Company retaining its admission to trading on AIM. For the reasons outlined below, the Board is of the view that the legal and regulatory burden, as well as the costs associated with maintaining the Company's admission to trading on AIM, outweigh the benefits of a public quotation.

In the Company's half year report for the six months ended 31 May 2023, released on 16 August 2023, the Company announced that its trading performance had been disappointing due to the generally adverse economic climate resulting in weak customer demand. As confirmed by the interim results this resulted in a loss for the Company during the six-month period ended 31 May 2023. In response to this the Group reduced its cost base by implementing a number of measures, including a reduction in headcount and temporary reductions in employee salaries, as well as reductions in the Directors' salaries.  These steps taken by the Board have helped to improve the Group's financial performance in the second half of the year.

Trading has improved in the second half of the year, in line with the Group's trading performance in previous years, particularly as December (being the first month in the Company's financial year) is typically a weaker trading month. The Board however remains cautious moving into December 2023 and the next financial year as the difficult economic climate continues to adversely impact the Company's manufacturing customers across both the PCB and lighting markets, as well as continuing to cause project delays and cancellations.

The Directors are mindful in particular that some of the reductions in the cost base were temporary, such as the agreement of the Directors and other staff to reduce their salaries. These benefits will not therefore accrue to the business indefinitely. The Directors believe that reducing the Company's cost base by De-Listing and re-registering as a private limited company will provide permanent cost savings that will over the longer term improve the financial position and resilience of the Company during uncertain market conditions.

The Board is aware that not all Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. The Tender Offer therefore provides shareholders a means to realise their investment in the Company for cash at 43 pence per Ordinary Share, representing a premium of approximately 10.26 per cent. to the closing share price on the Latest Practicable Date, and a premium of approximately 12.88 per cent to the volume weighted average closing share price over the 30 day period ended on the Latest Practicable Date. The Tender Offer will be financed from the Company's existing cash resources. The Concert Party has irrevocably undertaken not to accept the Tender Offer in respect of 1,967,399 Ordinary Shares, which will free up the Company's cash resources to afford the other Shareholders the opportunity to tender their entire interest in the Ordinary Shares for cash should they so choose.

De-Listing

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the intention to cancel the admission of Ordinary Shares to trading on AIM, subject to Shareholder approval. Under the AIM Rules, the De-Listing can only be effected by the Company after securing a special resolution of Shareholders in a general meeting (being not less than 75 per cent. of the votes cast).

The Proposals seek (amongst other matters) the approval of Shareholders for the De-Listing. Assuming that the De-Listing resolution is approved, the earliest date that the De-Listing could take place is 8.00 a.m. on 8 January 2024.

Tender Offer

The Board is aware that not all Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. The Tender Offer therefore provides shareholders a means to realise their investment in the Company for cash at 43 pence per Ordinary Share, representing a premium of approximately 10.26 per cent. to the closing share price on the Latest Practicable Date, and a premium of approximately 12.88 per cent to the volume weighted average closing share price over the 30 day period ended on the Latest Practicable Date.

Under the Tender Offer, SP Angel will purchase up to 2,256,765 Ordinary Shares (representing approximately 53.43 per cent. of the Company's voting rights) from Qualifying Shareholders at 43 pence per Ordinary Share. The Tender Offer Price represents: 

•              a premium of approximately 10.26 per cent. over the closing mid-market price of an Ordinary Share on 28 November 2023, being the Latest Practicable Date; and

•              a premium of approximately 12.88 per cent to the volume weighted average closing share price over the 30 day period ended on 28 November 2023, being the Latest Practicable Date.

Circumstances in which the Tender Offer may not proceed

There can be no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Tender Offer Resolution (to give effect to the terms of the Tender Offer) at the General Meeting by the requisite majority. The Tender Offer is also conditional on receipt of valid tenders in respect of at least 289,367 Ordinary Shares (representing approximately 6.85 per cent. Of the issued ordinary share capital of the Company as at the Latest Practicable Date and 12.82 per cent. Of the issued ordinary share capital of the Company (excluding the Concert Party Shares) as at the Latest Practicable Date) by 1.00 p.m. on the Closing Date, so that the Concert Party will exercise more than 50 per cent. of the voting rights in the Company following completion of the Tender Offer and the cancellation of the Ordinary Shares repurchased thereunder, in order to satisfy the Acceptance Condition. The Tender Offer is further conditional on various other conditions specified in the Tender Offer Deed.

If the Tender Offer does not occur for any reason, Qualifying Shareholders will not receive the Tender Offer Price for each of their Ordinary Shares under the Tender Offer.

The Concert Party

Rudolf Weinreich, Victoria Blaisdell, Irene Weinreich and Amanda Stavri are all close relatives and are therefore presumed to be "acting in concert" for the purposes of the Takeover Code (together, the "Concert Party"). In order to provide Shareholders the ability to realise their holding in full as part of the Tender Offer, each member of the Concert Party has entered into irrevocable undertakings not to tender 1,967,399 Ordinary Shares in respect of their aggregated personal interests. The current holdings of the Concert Party, directly or through their close families and related trusts, are as follows:

Name	Number of Ordinary Shares	Percentage of the Company's existing issued share capital	Percentage of the Company's total Voting Rights
Rudolf Weinreich	1,578,0261	37.36	37.36
Irene Weinreich	12,9762	0.31	0.31
Rudolf Weinreich and Irene Weinreich3	260,000	6.16	6.16
Victoria Blaisdell	83,2444	1.97	1.97
Amanda Stavri	33,1535	0.78	0.78
TOTAL	1,967,399	46.57%	46.57%

Notes

1.        1,463,026 shares are held directly, 3,000 shares are held in a Barclayshare ISA and the remaining 112,000 shares are held in the Holders (RW) Pension Scheme via AJ Bell.

2.        All 12,976 shares are held in a Barclayshare ISA.

3.        260,000 shares are held in the Rudolf Weinreich 1999 Settlement of which Rudi and Irene Weinreich are trustees. Rudolf Weinreich, Victoria Blaisdell, Amanda Stavri and Paul Weinreich are beneficiaries.

4.        49,142 shares are held via AJ Bell and 34,102 shares are held via Barclays.

5.        2,202 shares are held directly and 30,951 shares are held in a Barclayshare ISA.

Irrevocable Undertakings

The Company has received irrevocable undertakings from each member of the Concert Party:

•              to vote in favour of the Resolutions, equating to approximately 46.57 per cent. of the Company's voting rights as at the Latest Practicable Date; and

•              not to participate in the Tender Offer with respect to any of their Ordinary Shares held, equating to approximately 46.57 per cent. of the Company's voting rights as at the Latest Practicable Date.

The Company has also received an irrevocable undertaking from David Mahony, being the only Independent Director who holds Ordinary Shares, to vote in favour of the Resolutions and to participate in the Tender Offer with respect to all of his 20,000 Ordinary Shares held, equating to approximately 0.473 per cent. of the Company's voting rights as at the Latest Practicable Date.

Notice of General Meeting

Implementation of the Proposals, including the Tender Offer, is conditional, inter alia, upon all of the Proposals being passed at the GM to be held at 11.00 a.m. on 15 December 2023 at the offices of Fasken Martineau LLP 6th Floor, 100 Liverpool Street, London, EC2M 2AT.

Recommendations by the Independent Directors

Under the rules of the Takeover Code, the Independent Directors are required to obtain independent financial advice on the terms of the Tender Offer and to make known to Shareholders the substance of such advice and their own opinion on the Tender Offer. The Independent Directors believe that the following points should be taken into account by Shareholders when considering whether to retain their Ordinary Shares or accept the Tender Offer.

The Company has benefitted from improved trading and cost savings in the second half of the year. However, the Company remains cautious regarding the ongoing adverse economic conditions and any further impact this may have. The De-Listing and Re-Registration will enable the Company to further reduce its cost base and reduce the management time and the regulatory burden associated with maintaining the Company's admission to trading on AIM. The Company is not of a scale to attract sufficient interest from institutional and other investors and therefore it is difficult to create a more liquid market for its shares to effectively or economically utilise its quotation. Furthermore, the Company has not utilised its listing on AIM to raise fresh capital or issue paper consideration to fund acquisitions.

The Tender Offer Price represents a premium of approximately 10.26 per cent. to the Company's closing share price on 28 November 2023 (being the Latest Practicable Date) and a premium of approximately 12.88 per cent to the volume weighted average closing share price over the 30 day period ended on the Latest Practicable Date.

The Company has not received any takeover approaches over the last twelve-month period and the Board believes that it is unlikely that the Company would receive any offers that represent a greater premium to the Company's closing share price on 28 November 2023 (being the Last Practicable Date) than that of the Tender Offer Price. As such, the Independent Directors believe that the De-Listing and Re-Registration is in the best interests of Shareholders. The Independent Directors unanimously recommend that you vote in favour of the De-Listing and Re-Registration, and the Tender Offer to be conducted by SP Angel and subsequent repurchase by the Company under the Repurchase Agreement, as David Mahony (being the only Independent Director who is also a Shareholder), intends to do, in relation to his holding of 20,000 Ordinary Shares, representing approximately 0.473 per cent. of the Ordinary Shares currently in issue.

Shareholders should note that if they vote in favour of the Tender Offer Resolution at the General Meeting, they are not obligated to accept the Tender Offer for their Ordinary Shares. The Company intends to implement a Matched Bargain Facility after the De-Listing and so Shareholders will continue to have an opportunity to trade their Ordinary Shares, although it is possible that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the value of such shares may be adversely affected as a consequence.

The Company will fund the Tender Offer from its existing cash resources. Dependent on the level of take-up of the Tender Offer, the Company's balance sheet could be materially impacted due to the reduction of the cash position. In order to mitigate any impact on the Company's cash position, the Company has arranged an unsecured, interest-bearing, repayable on demand (after 6 months), loan facility of up to £300,000 with Rudolf Weinreich to secure its working capital position. The loan facility is subject to the Tender Offer Resolution and the De-Listing Resolution being passed at the General Meeting and there being no third-party debt facility available to the Company .

The Independent Directors consider that the Tender Offer Price allows Qualifying Shareholders the opportunity to exit their investments in the near term should they wish to do so, whilst ensuring the Company has sufficient funds to finance its ongoing operations.

Upon De-Listing, the Company would no longer be subject to, and its Shareholders would consequently lose the protections afforded by, certain corporate governance regulations which apply to the Company currently. In particular, the Company would no longer be subject to the AIM Rules, the Disclosure and Transparency Rules and the Market Abuse Regulation.

Subject to satisfaction of the Acceptance Condition, the Concert Party will on completion of the Tender Offer and Repurchase, legally and beneficially own in excess of 50 per cent. of the issued share capital and voting rights in the Company. As a result, the Concert Party will be able to pass or defeat any ordinary resolution of the Company requiring a simple majority of those attending and voting in person or by proxy at the meeting, including, amongst other things the election of directors and authorising the directors to allot equity securities. In addition, dependent on the level of take up under the Tender Offer, the Concert Party may legally and beneficially own in excess of 75 per cent. of the issued share capital and voting rights in the Company. Should this occur, the Concert Party will be able to pass or defeat any special resolution of the Company.

There can be no guarantee that, after the Tender Offer closes at 1.00 p.m. on 20 December 2023 (or at such later time as specified in an announcement of any extension to the Tender Offer period through a Regulatory Information Service), the board of the Company would be prepared to make a subsequent tender offer to acquire any Ordinary Shares, or that the Concert Party would be prepared to make any offer to acquire any Ordinary Shares in which it does not already have an interest. Nor can there be any guarantee as to the price of any such tender offer by the Company or potential offer by the Concert Party.

Accordingly, any Shareholder who does not accept the Tender Offer may find it difficult to sell their Ordinary Shares after the Tender Offer closes and the De-Listing takes effect, notwithstanding that the Company intends to make arrangements for the Matched Bargain Facility to be put in place.  Shareholders will also not receive regular information from the Company, and will not benefit from regulatory compliance with governance procedures (other than under the Companies Act 2006) and will not enjoy the protections afforded by the AIM Rules. Furthermore, there is no guarantee that the Company or any other purchaser would be willing to buy Ordinary Shares after the Tender Offer has closed.

In the opinion of the Independent Directors, Shareholders should carefully consider their own individual circumstances in deciding whether or not to accept the Tender Offer. In the absence of any immediate prospect to sell their Ordinary Shares once the Tender Offer closes and the De-Listing has occurred, Shareholders should balance their desire for a cash realisation now or in the immediate foreseeable future, against the prospect of remaining a shareholder in a private company, with a reduced level of disclosure and corporate governance protections that this affords them.

The Independent Directors, who have been so advised by SP Angel as to the financial terms of the Tender Offer, consider the terms of the Tender Offer to be fair and reasonable. In providing advice to the Independent Directors, SP Angel has taken into account the commercial assessments of the Independent Directors, including the market conditions and prospects for the Company and the illiquidity of the trading in the Company's ordinary shares on AIM. Accordingly, the Independent Directors unanimously recommend that Shareholders approve all three Resolutions and consider to tender, or procure the tender, of their Ordinary Shares in the Tender Offer, as David Mahony (being the only Independent Director who is a Shareholder) intends to do, or procure to be done, in respect of his own beneficial holding of 20,000 Ordinary Shares, representing approximately 0.473 per cent. of the Company's voting rights as at the Latest Practicable Date.

Shareholders who anticipate greater value in the Ordinary Shares in the future whilst recognising and being willing to accept the prospect of remaining invested in an unlisted company controlled by the Concert Party, may decide not to accept the Tender Offer.

Notwithstanding the Independent Directors' recommendation above, Shareholders should only make a decision as to whether to tender all or any of their Ordinary Shares based on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position and are recommended to seek advice from their duly authorised independent advisers.

If Shareholders are in any doubt about the action that they wish to take in respect of the Tender Offer, they should consult an independent financial adviser without delay.

Related Party Transaction

Rudolf Weinreich has agreed to make an unsecured £300,000 loan facility available to the Company ("RW Facility") subject to the Tender Offer Resolution and the De-Listing Resolution being passed at the General Meeting and there being no third-party debt facility available to the Company. Interest will accrue on the loan at 2% per annum and the loan will be repayable on demand (after six months). There are no penalties for early termination of the loan facility.

The Company's acceptance of the RW Facility, subject to the Tender Offer Resolution and the De-Listing Resolution being passed at the General Meeting and there being no third-party debt facility available to the Company, is deemed a related party transaction under the AIM Rules for Companies. The Directors of the Company, each of whom is independent of Rudolf Weinreich for the purposes of the RW Facility, consider, having consulted with SP Angel, the Company's Nominated Adviser, that the terms of the RW Facility are fair and reasonable insofar as the Company's shareholders are concerned.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of proposed Tender Offer, De-Listing and Re-Registration, posting of the Circular, Proxy Form and Tender Form to Shareholders	29 November 2023
Tender Offer opens	29 November 2023
Latest date for receipt of Proxy Form (to be received no later than 48 hours before the General Meeting)	11.00 a.m. on 13 December 2023
Voting Record Date for the General Meeting	6.00 p.m. on 13 December 2023
General Meeting1	11.00 a.m. on 15 December 2023
Announcement of the result of the General Meeting	15 December 2023
Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer (i.e. close of Tender Offer)	1.00 p.m. on 20 December 2023
Closing Date2	1.00 p.m. on 20 December 2023
Record Date for Tender Offer	6.00 p.m. on 20 December 2023
Announcement of results of the Tender Offer by SP Angel and the Company	21 December 2023
Tender Offer declared unconditional ("Unconditional Date"), expected purchase of Ordinary Shares under the Tender Offer and completion of the repurchase from SP Angel	22 December 2023
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	by 5 January 2024
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares	by 5 January 2024
Despatch of share certificates in respect of any revised holdings of Ordinary Shares following the Tender Offer, and any Ordinary Shares held in CREST not tendered pursuant to the Tender Offer	by 5 January 2024
Earliest date for De-Listing / Cancellation of admission of Ordinary Shares from AIM	8.00 a.m. on 8 January 2024
Earliest date for filing Re-Registration at Companies House	8 January 2024

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

All times are references to London time.

All events in the above timetable following the General Meeting that relate to (i) the Tender Offer are conditional, inter alia, upon the approval of the Tender Offer Resolution and (ii) the De-Listing are conditional, inter alia, upon the approval of the De-Listing Resolution. The Resolution to approve the Tender Offer requires the approval of not less than 50 per cent. of the votes cast by Shareholders in person or by proxy at the General Meeting and the Resolutions to approve the De-Listing and the Re-Registration each require the approval of not less than 75 per cent. of the votes cast by Shareholders in person or by proxy at the General Meeting.

Notes

1.     The timetable assumes that there is no adjournment of the General Meeting or extension(s) of the Closing Date. If there is an adjournment of the General Meeting or extension(s) of the Closing Date, all subsequent dates are likely to be later than those shown.

2.     This date may be extended in accordance with the terms and conditions of the Tender Offer set out in Part 2 of the Circular. If the Acceptance Condition is satisfied, the Tender Offer will remain open for acceptance for at least 14 days after the Tender Offer is declared unconditional, which may extend the Closing Date and therefore the time by which Qualifying Shareholders who have not tendered their Ordinary Shares in the Tender Offer may do so if they wish.

3.     Subject to and following the Tender Offer becoming unconditional, settlement of the consideration to which any Qualifying Shareholder is entitled pursuant to valid tenders accepted by SP Angel will be made (i) in the case of acceptances of the Tender Offer received, valid and complete in all respects, by the Unconditional Date, within 14 days of the Unconditional Date; or (ii) in the case of acceptances of the Tender Offer received, valid and complete in all respects, after such date but while the Tender Offer remains open for acceptance as referred to in Note 2 above, within 14 days of the date on which the 14 day period referred to in Note 2 above expires.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.

For further information, contact: 

Holders Technology plc	01896 758781
Rudi Weinreich, Executive Chairman
Victoria Blaisdell, Group Managing Director
Mehul Shah, Group Finance Director
Website www.holderstechnology.com
SP Angel Corporate Finance LLP (Financial Adviser, Nominated Adviser and Broker)	020 3470 0470
Matthew Johnson/Harry Davies-Ball, Corporate Finance
Abigail Wayne, Corporate Broking

Important Notices

S.P. Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated by the FCA, is acting as nominated adviser and broker to the Company for the purposes of the AIM Rules. Persons receiving this announcement should note that SP Angel is acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SP Angel or for advising any other person on the transactions and arrangements described in this announcement. SP Angel makes no representation or warranty, express or implied, as to the contents of this announcement and SP Angel does not accept any liability whatsoever for the accuracy of or opinions contained (or for the omission of any material information) in this announcement and shall not be responsible for the contents of this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which SP Angel may have under FSMA or the regulatory regime established thereunder.

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 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 the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by the 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 laws of any such jurisdiction.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows and return on capital of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; and general economic conditions.

Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No Profit Forecast

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read this entire announcement and the Circular, including Part 2. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, SP Angel or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by SP Angel acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

Disclosure Requirements of the Takeover 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, 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 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.

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at www.holderstechnology.com by no later than 12 noon (London time) on 30 November 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 28 November 2023, Holders confirms that it had in issue 4,224,164 ordinary shares of 10 pence each, each ordinary share carrying one vote. Accordingly, the total number of voting rights in the Company is 4,224,164. The International Securities Identification Number ("ISIN") for the Company's Ordinary Shares on AIM is GB0004312350.

 

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