1 Feb 2018 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 February 2018
Imaginatik PLC ("Imaginatik" or the "Company")
Strategic review including formal sale process under the Takeover Code
The Board of Imaginatik announces today that it has decided to conduct a review of the various strategic options open to it, one of which is a sale of the Company. The Board has appointed RSM & Co (UK) Limited ("RSM") as financial adviser to assist it with this review.
Imaginatik is recognised globally, by industry experts and clients, as providing a leading full-service innovation offering, combining both technology and consultancy services. The Company delivers innovation results to global blue-chip companies, many of whom sit in the Global 500.
However, the Board believes that the Company's share price does not reflect either the value of the highly scalable platform itself, or the growth prospects available to the Company. Additionally, the Board is mindful that shareholder value may be maximised by a sale of the Company to a larger organisation that can accelerate growth through access to greater resources and an existing network of global clients.
The Takeover Panel has agreed that any discussions with third parties may be conducted within the formal sale process framework (as set out in Note 2 of Rule 2.6 of the City Code on Takeovers and Mergers (the "Takeover Code")) to enable conversations with parties interested in making a proposal to take place on a confidential basis. The Company is not in receipt of any approaches and is not in discussions with any potential offeror at the time of this announcement.
Parties with a potential interest in making a proposal should contact James Lewis from RSM (details below).
It is currently expected that any party interested in participating in the formal sale process will, at the appropriate time, enter into a non-disclosure agreement with Imaginatik on terms satisfactory to the Board of Imaginatik. The Company then intends to provide such interested parties with certain information on the business, following which interested parties shall be invited to submit their proposals to RSM. Further announcements regarding timings for the formal sale process will be made when appropriate and as agreed with The Takeover Panel.
The Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements listed below will apply.
There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
The Board of Imaginatik reserves the right to alter or terminate the process at any time and in such cases will make an announcement as appropriate. The Board of Imaginatik also reserves the right to reject any approach or terminate discussions with any interested party at any time.
Rule 26.1 disclosures
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Imaginatik's website at www.imaginatik.com by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. 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 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Imaginatik confirms that it has in issue 224,193,710 ordinary shares of 1 pence each with ISIN number GB00BP8XY588.
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information, please contact:
Imaginatik plc +44 (0) 1329 243 243
Matt Cooper, Non-Executive Chairman
Ralph Welborn, CEO
Shawn Taylor, CFO
RSM & Co (UK) Limited - Financial Adviser +44 (0) 20 3201 8000
James Lewis
finnCap Ltd - Nomad and broker +44 (0) 20 7220 0500
Jonny Franklin-Adams
AlmaPR +44 (0) 20 8004 4217
Caroline Forde
Hilary Buchanan
Robyn Fisher
RSM & Co (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Imaginatik in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Imaginatik for providing the protections afforded to its clients or for providing advice in relation to the matters set out in this announcement.
finnCap Ltd ("finnCap"), which is regulated in the United Kingdom by The Financial Conduct Authority, is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap or for providing advice in relation to the matters described 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 whether pursuant to this announcement or otherwise.
The 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 the restrictions may constitute a violation of the securities law of any such jurisdiction.
Notes to Editors
Imaginatik provides a range of Innovation solutions comprised of consultancy, enterprise software and program management to deliver innovation results to companies such as Exxon Mobil, Altria, Shell, Goodyear, Caterpillar, AECOM, Novartis and Cargill, and via its strategic partnership programme. Few companies possess the internal capability to consistently generate fresh ideas, identify those worth pursuing and reliably transform them into real, value-enhancing assets. Imaginatik's mission is to help these companies build sustainable innovation competencies. In 2016 Forrester Research found that "Imaginatik has the most comprehensive innovation management solution," providing excellent industry recognition of Imaginatik's full-service innovation offering, combining both technology and consultancy services.
Imaginatik is a public company whose shares are traded on the AIM market of the London Stock Exchange (LSE: IMTK.L) with offices in Boston, MA, and Fareham, UK.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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 Takeover 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. 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 of the Takeover 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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.