19 December 2023

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 OF SUCH JURISDICTION.

Holders Technology plc 

("Holders Technology", the "Group" or the "Company")

Update on Tender Offer - Acceptance Condition satisfied and Tender Offer declared wholly unconditional

Holders Technology (AIM:HDT) announces that, further to the announcement of the Tender Offer on 29 November 2023, valid applications have now been received in excess of 289,367 Ordinary Shares, representing approximately 6.85 per cent. of the issued ordinary share capital of the Company. As a result, the Acceptance Condition has been satisfied as the Concert Party will, upon these shares being cancelled pursuant to the terms of the Tender Offer, hold more than 50 per cent. of the voting rights of the Company following completion of the Tender Offer.

All of the remaining conditions under the Tender Offer have been satisfied and therefore the Company is pleased to announce that the Tender Offer has become unconditional in all respects.

The Ordinary Shares tendered pursuant to the Tender Offer will be purchased and cancelled on 22 December 2023. Shareholders can expect to receive the proceeds from the sale of the Ordinary Shares they have tendered, at 43p per Ordinary Share, by 5 January 2024.

The Tender Offer will remain open for acceptances for a further 14 calendar days from the date of this announcement, to enable Shareholders who have not yet tendered their Ordinary Shares in the Tender Offer to do so if they wish. In order to do so, Shareholders must lodge their completed Tender Forms with the Company's receiving agent, Neville Registrars Limited, or submit their instructions via CREST, prior to 1.00 p.m. on 2 January 2024. The Board urges Shareholders who have not yet tendered their Ordinary Shares under the Tender Offer to carefully read the Circular published on 29 November 2023, which provides information about the background to, and reasons for, the Tender Offer.

In accordance with the Takeover Code, the Company will remain in an "Offer Period" for the purposes of the Takeover Code until 1.00 p.m. on 20 December 2023.

The Board urges Shareholders who have not yet tendered their Ordinary Shares under the Tender Offer to consider carefully paragraph 3.2 of Part 1 of the Circular which states as follows:

"Following the De-Listing, the only formal market mechanism enabling the Shareholders to trade Ordinary Shares will be the intended Matched Bargain Facility, details of which are set out in paragraph 5.1 of Part 1 of the Circular; while the Ordinary Shares will remain freely transferrable, it is possible that the liquidity and marketability of the Ordinary Shares will, in the future, be more constrained than at present and the value of such shares may be adversely affected as a consequence;  in the absence of a formal market and quote, it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time."

In addition, the Board advises Shareholders who have not yet tendered their Ordinary Shares in the Tender Offer to consider carefully the content of paragraph 19 of Part 1 of the Circular, part of which is set out below:

"Accordingly, any Shareholder who does not accept the Tender Offer may find it difficult to sell their Ordinary Shares after the Tender Offer closes and the De-Listing takes effect, notwithstanding that the Company intends to make arrangements for the Matched Bargain Facility to be put in place. Shareholders will also not receive regular information from the Company, and will not benefit from regulatory compliance with governance procedures (other than under the Companies Act) and will not enjoy the protections afforded by the AIM Rules. Furthermore, there is no guarantee that the Company or any other purchaser would be willing to buy Ordinary Shares after the Tender Offer has closed.

In the opinion of the Independent Directors, Shareholders should carefully consider their own individual circumstances in deciding whether or not to accept the Tender Offer. In the absence of any immediate prospect to sell their Ordinary Shares once the Tender Offer closes and the De-Listing has occurred, Shareholders should balance their desire for a cash realisation now or in the immediate foreseeable future, against the prospect of remaining a shareholder in a private company, with a reduced level of disclosure and corporate governance protections that this affords them.

The Independent Directors, who have been so advised by SP Angel as to the financial terms of the Tender Offer, consider the terms of the Tender Offer to be fair and reasonable. In providing advice to the Independent Directors, SP Angel has taken into account the commercial assessments of the Independent Directors. Shareholders who anticipate greater value in the Ordinary Shares in the future whilst recognising and being willing to accept the prospect of remaining invested in an unlisted company controlled by the Concert Party, may decide not to accept the Tender Offer.

Notwithstanding the Independent Directors' recommendation above, Shareholders should only make a decision as to whether to tender all or any of their Ordinary Shares based on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position and are recommended to seek advice from their duly authorised independent advisers.

If Shareholders are in any doubt about the action that they wish to take in respect of the Tender Offer, they should consult an independent financial adviser without delay."

For further information, contact: 

Important Notices

S.P. Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated by the FCA, is acting as nominated adviser and broker to the Company for the purposes of the AIM Rules. Persons receiving this announcement should note that SP Angel is acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of SP Angel or for advising any other person on the transactions and arrangements described in this announcement. SP Angel makes no representation or warranty, express or implied, as to the contents of this announcement and SP Angel does not accept any liability whatsoever for the accuracy of or opinions contained (or for the omission of any material information) in this announcement and shall not be responsible for the contents of this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which SP Angel may have under FSMA or the regulatory regime established thereunder.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with laws outside the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation: ability to find appropriate investments in which to invest and to realise investments held by the Group; conditions in the public markets; the market position of the Group; the earnings, financial position, cash flows and return on capital of the Group; the anticipated investments and capital expenditures of the Group; changing business or other market conditions; and general economic conditions.

Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under the AIM Rules, Prospectus Rules, the Disclosure and Transparency Rules or other applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No Profit Forecast

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast or profit estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company which is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. This announcement has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read this entire announcement and the Circular, including Part 2. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.

The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be extended into the United States in accordance with the requirements of Regulation 14E under the US Exchange Act to the extent applicable. Certain provisions of Regulation 14E under the US Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(c) under the US Exchange Act. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and the Company is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and all of its officers and directors reside outside the US. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Shareholder is urged to consult his, her or its independent professional adviser immediately regarding the tax consequences of tendering any Ordinary Shares in the Tender Offer.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, SP Angel or any of their respective affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for participation, including sales and purchases of Ordinary Shares effected by SP Angel acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the AIM Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.

This announcement has not been approved, disapproved or otherwise recommended by the US Securities and Exchange Commission or any US state securities commission and such authorities have not confirmed the accuracy or determined the adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables or forms may vary slightly and figures shown as totals in certain tables or forms may not be an arithmetic aggregation of the figures that precede them.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the 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 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, 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 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.

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.

Publication on Website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at www.holderstechnology.com by no later than 12 noon (London time) on 20 December 2023. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Defined Terms

Defined terms in this announcement have the same meaning as in the Circular (unless otherwise specified).