10 May 2023 16:56
Strike Limited
10 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE TAKEOVER CODE (THE "CODE"). THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO PURPLEBRICKS PLC FOR THE PURPOSES OF THE MARKET ABUSE REGULATIONS WHICH FORM PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT OF 2018.
FOR IMMEDIATE RELEASE
No intention to bid statement
Further to the announcements made by Purplebricks Group plc ("Purplebricks") on 15 March 2023 and 12 April 2023, Strike Limited ("Strike") today confirms that it is not intending to make an offer under Rule 2.7 of the Code for the entire issued, and to be issued, share capital of Purplebricks.
This is a statement to which Rule 2.8 of the Code applies.
Under Note 2 on Rule 2.8 of the Code, Strike reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:
(a) with the agreement of the board of Purplebricks;
(b) if a third party announces a firm intention to make an offer for Purplebricks;
(c) if Purplebricks announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
(d) if there has been a material change of circumstances (as determined by the Takeover Panel).
Strike remains in discussion with the board of Purplebricks regarding a possible purchase of the business and assets of Purplebricks (the "Business and Assets Acquisition"). The Business and Assets Acquisition is a transaction which would normally be restricted under Rule 2.8(f). Accordingly, the Board of Purplebricks will need to agree to set the above restrictions aside for the purpose of the Business and Assets Acquisition. The Business and Assets Acquisition would also be subject to the necessary consents of the Purplebricks shareholders, and remains subject to, inter alia, satisfactory completion of documentation and due diligence. There can be no certainty that such a transaction will be concluded.
Purplebricks has granted to Strike a short period of exclusivity to negotiate the Business and Assets Acquisition (the "Exclusivity Agreement"). The Exclusivity Agreement does not place any restrictions preventing Purplebricks from pursuing an offer for its issued, and to be issued, share capital, and there is no provision for a break fee or inducement fee.
About Strike Limited
Strike Limited is an online estate agent based in the United Kingdom. Strike provides property sales, mortgages, and conveyancing services to customers, and operates throughout the United Kingdom.
Contacts
Strike Limited +44 (0)1273 013432
Via FieldHouse Associates strike@fieldhouseassociates.com
No offer or solicitation:
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation to purchase, acquire, subscribe for, sell, dispose of or issue any securities in Purplebricks in any jurisdiction.
Overseas jurisdictions:
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable restrictions or requirements. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Strike disclaims all and any responsibility or liability for the violation of such restrictions by such person.
No investment recommendation:
This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance.
Availability of announcement:
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at https://strike.co.uk/latest-news/purplebricks-announcement no later than 12 noon (London time) on Thursday, 11 May 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.