6PM Holdings plc – Squeeze-out process

The Company announced the following in relation to the conditional voluntary public takeover offer launched by Idox p.l.c. (“Idox”);

Transfer of ownership of the shares in the Company and settlement by Idox

The broker acting in its capacity as Manager, Paying Agent and Registrar, has notified the Company that, as at 23 February 2017, the 135,000 were outstanding, representing approximately 0.64% of the entire issued share capital of the Company. The valid acceptances received by the end of the Acceptance Period have been transferred to Idox.

 Also, in terms of the Offer Document and in discharge of the consideration due to the shareholders of the Company who have accepted to sell and transfer the Outstanding Shares in the Company to Idox (the “Outstanding Accepting Shareholders”), with effect from 23 February 2017, 88,317 ordinary shares of GBP 0.01 each in the share capital of Idox have been issued in favour of part of the Outstanding Accepting Shareholders who opted for the Combined Consideration (as defined in the Offer Document).

Acquisition of the remaining shares in the Company

In its company announcement of 3 February 2017, the Company announced the intention of Idox with respect to the remaining c.1.85% of the entire issued shares capital of the Company not already held by Idox pursuant to the Bid (the “Remaining Shares”), to carry out the process in terms of Listing Rule 11.42 by means of which it will require all the holders of the Remaining Shares to sell and transfer such shares to Idox.

For the purposes of Listing Rule 11.43, Idox has obtained a report (the “Report”) drawn up by Grant Thornton of Tower Business Centre, Suite 3, Tower Street, Swatar BKR 4013, Malta, as independent experts, in which it has been determined that the Fair Price (as defined in the Report) of £0.88 per share forming part of the Remaining Shares, payable in cash, is higher than the Equitable Price (as defined in the Report) of £0.85 per share in the Company

De-Listing

As previously announced, Idox shall, following completion of the process detailed above and on acquiring all the issued shares in the Company, apply for the de-listing of the Company shares as soon as practicable.

 

To view the full announcement, click here.