28 Sep 2017 16:52
Possible Offer for RedstoneConnect plc
Announcement of approach with regard to a possible offer
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 OR REGULATIONS OF SUCH JURISDICTION.
The Board of A P Systems Holdings Ltd ("A P Systems") confirms that it has made an initial approach to the directors of RedstoneConnect plc ("RedstoneConnect") and is considering the possibility of making an offer to be satisfied through a combination of new ordinary shares in A P Systems and cash. The Board emphasises that this approach is at a preliminary stage and no decisions have yet been made. As a result, it is emphasised that there can be no certainty that an offer will ultimately be made for RedstoneConnect, nor as to the terms on which any offer may be made.
This announcement is not, and should not be construed as being, an announcement of a firm intention by A P Systems to make an offer for RedstoneConnect under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code").
Rule 2.6(a) of the Code requires that A P Systems, by no later than 5.00 p.m. on 26 October 2017, being the 28th day following the date of this announcement, either announces a firm intention to make an offer for RedstoneConnect in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.9 of the Code, the Company confirms that there are 10,120,000
ordinary shares of 0.1p in issue with no International Securities Identification Number.
Reasons for the Possible Offer:
The A P Systems directors consider that the combination of RedstoneConnect and
A P Systems would create a leading UK player in the IT and telecoms arenas, and a combined business with substantial capabilities that is greater than the sum of the two parts.
Enquiries:
A P Systems Holdings Ltd
David Anderson, Group Chief Executive Officer
Tel: +44 (0) 1542 841121
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. Or more of any class of relevant securities of RedstoneConnect or of any paper 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 paper 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) RedstoneConnect and (ii) any paper 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of RedstoneConnect or of a paper 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 per cent or more of any class of relevant securities of RedstoneConnect or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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) RedstoneConnect and (ii) any paper 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 p.m. (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 RedstoneConnect or a paper 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 RedstoneConnect and by any offeror and Dealing Disclosures must also be made by RedstoneConnect, 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 +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.
Publication on website:
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website http://www.a-p-systems.com
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.
About A P Systems:
A P Systems is a UK-based IT and telecommunications services company providing a comprehensive range of IT services and solutions, ERP and other business software solutions, Managed services, Fixed line & mobile telephone solutions, IT infrastructure, Cloud solutions, Point of sale solutions, Domain / web & email hosting, Training & consultancy services, Software development and IT security.