HERE IS THE RNS13 Sep 2021 10:17
After which the price fell to 740 - 790 before reocvering.
Embargoed until 7.00 A.M. 13 September 2021
All Active Asset Capital Limited
('AAA' or 'the Company')
Withdrawal of possible offer for Audioboom
On 19 July 2021, AAA announced a possible offer for the whole of the issued and to be issued share capital of Audioboom Group plc ('Audioboom'), stating that any offer, were it to be made, would consist of 12.5 new AAA shares and 200p in cash per Audioboom Share (the 'Offer'). The Offer, if made, would be implemented as a Scheme of Arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended) ("Scheme") or by way of a contractual offer to acquire Audioboom shares.
On 10 September 2021, AAA announced it had received irrevocable undertakings and letters of intent from Audioboom shareholders holding 50.92% of its voting share capital who had undertaken, or stated their intention, to vote in favour of the Scheme (or accept an offer if the possible acquisition were structured as a contractual offer) if it were made on the terms described above. AAA was therefore surprised and disappointed with Audioboom's negative response via regulatory announcement later that day to its request for a further extension of to the deadline by which AAA must either announce a firm intention to make an offer for Audioboom in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer.
While acknowledging that it has not yet satisfied the Offer preconditions, AAA approached Audioboom in an open, collaborative manner; the Offer was the first public bid approach Audioboom had received, notwithstanding its previous failure to find a buyer following a formal sales process in 2020. This, amongst other compelling matters, makes Audioboom's response to the Offer difficult to understand.
AAA believes it explained the various benefits of the Offer, which were acknowledged by Audioboom in a recent board presentation, yet none of these benefits were mentioned by Audioboom in its announcement of 10 September.
The board of Audioboom has ignored the wishes of shareholders holding a majority of its shares to give AAA the opportunity to fully explain its Offer to shareholders. This raises concerns around key corporate governance matters at Audioboom and, in the absence of an independent Rule 3 adviser being appointed, the advice it has received from its nominated adviser Allenby Capital.