NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
Proactis Holdings PLC
Update re: Recommended Acquisition of Proactis
Proactis Holdings PLC ("Proactis", or the "Company"), the business spend management solution provider, draws shareholders' attention to the announcement (the "Rule 2.7 Announcement") made today by Cafe Bidco Limited ("Bidco"), a newly incorporated company to be indirectly owned by joint offerors: (i) investment funds advised and managed by Pollen Street Capital Limited; and (ii) investment funds advised and managed by DBAY Advisors Limited ("DBAY") (the "Joint Offerors"), in relation to a recommended acquisition for the entire issued and to be issued share capital of the Company, other than ordinary shares of 10 pence each in Proactis owned or controlled by funds advised and managed by DBAY ("Acquisition").
The Rule 2.7 Announcement constitutes an update to the announcement released on 30 April 2021 regarding an offer for Proactis (the "Original Offer"). In light of the Acquisition and with effect from the release of the Rule 2.7 Announcement, and with the consent of the Panel and the Company's directors (the "Directors"), Bidco has withdrawn the Original Offer and, accordingly, the Directors have withdrawn their recommendation of the Original Offer.
In accordance with Rule 26.1 of the Takeover Code, a copy of the Rule 2.7 Announcement will be made available, subject to certain restrictions relating to persons resident in certain restricted jurisdictions (details of which can be found in the Rule 2.7 Announcement), on the Company's website at https://www.proactis.com/uk/investors/ by no later than 12 noon (London time) on the first business day following the date of this announcement (for the avoidance of doubt, neither the contents of this website nor any website accessible from hyperlinks is incorporated into or forms part of this announcement).
For further information, please contact:
Proactis Holdings PLC
Tim Sykes, Chief Executive Officer
Richard Hughes, Chief Financial Officer
01937 545070 email@example.com
Carl Holmes/Henrik Persson/Emily Watts/Fergus Sullivan - Corporate Finance
Andrew Burdis/Richard Chambers - ECM
0207 220 0500
Hilary Buchanan, Sam Modlin, David Ison
020 3405 0205
finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Proactis as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Proactis for providing the protections afforded to clients of finnCap or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither finnCap nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained in this announcement or otherwise.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Proactis confirms that, as at  June 2021 (being the last Business Day prior to this announcement), it had in issue 95,532,628 ordinary shares of 10 pence each (excluding shares held in treasury). The ISIN for the ordinary shares is GB00B13GSS58.
Dealing and opening position disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. 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 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 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 one per cent. 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 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 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 +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.