NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").
For immediate release
19 September 2023
Rx3 Holdings Limited ("Rx3")
No intention to bid statement
Further to the announcements made by Kinovo plc ("Kinovo") and Rx3 regarding a possible offer to be made for Kinovo by Rx3, Rx3 confirms that it does not intend to make an offer for Kinovo.
As detailed in its announcement on 30 August 2023 (the "Rx3 Announcement"), Rx3 remains concerned over the unresolved and hence open-ended issues that persist with regard to the DCB projects that the Company has stated that it believes will be finalised by the end of 2025 at a cost of £18m with £14m expected to be recovered from clients and subcontractors.
Having not been permitted access to perform due diligence, nor having received a response from the Company seeking to clarify or counter any of the points made in the Rx3 Announcement, this has heightened Rx3's concern and resulted in it deciding not to proceed with any offer. Rx3 will continue to seek further clarity as to the contractual position and the Company's financial exposure regarding the DCB projects.
Accordingly, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), Rx3, and any person(s) acting in concert with it, will be bound by the restrictions contained in Rule 2.8 of the Code. Under the provisions of that rule, Rx3 reserves the right to make or participate in an offer for Kinovo (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement:
(i) with the agreement of the board of directors of Kinovo;
(ii) following the announcement of a firm intention to make an offer for Kinovo by or on behalf of a third party;
(iii) following the announcement by Kinovo of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Code); or
(iv) where the Takeover Panel has determined that there has been a material change of circumstances.
Zeus (Financial Adviser to Rx3)
+44 (0) 203 829 5000
Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for Rx3 and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Rx3 for providing the protections afforded to clients of Zeus, nor for providing advice in relation to any matter referred to herein.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of any offer to buy, sell or subscribe for any securities or the solicitation of any vote in any jurisdiction.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.