The Board of Xpediator plc ("Xpediator" or the "Company") announces, further to recent press speculation, that it has received an indicative proposal from a consortium including the Company's largest shareholder Cogels Investments Limited ("Cogels"), the investment vehicle of Stephen Blyth (former CEO of Xpediator), funds managed by Baltcap, one of the largest private equity investors in the Baltic states, and Justas Versnickas, the Managing Director of, and 20% shareholder in, Delamode Baltics, a subsidiary of Xpediator (together the "Consortium") to acquire the entire issued, and to be issued, share capital of the Company.
The Consortium's proposal is in respect of a possible offer at a price of 42 pence per Xpediator share in cash (the "Proposal") with a partial loan note alternative. The Xpediator Board understands that the Consortium currently intends to effect the Proposal by way of a scheme of arrangement, but that it reserves the right to implement the Proposal, instead, by way of contractual offer.
The Xpediator Board also understands that the Consortium has received non-binding letters of support (including an indication of willingness to accept the loan note alternative) for its Proposal from the Company's two largest independent shareholders, Shaun Godfrey and Sandu Grigore, who, in aggregate, are interested in 38,470,261 shares, representing approximately 37 per cent. of the shares held by independent shareholders and approximately 27.1 per cent. of the total issued share capital of the Company. It also should be noted that Cogels is interested in 37,781,045 shares, representing approximately 26.7 per cent. of the total issued share capital of the Company. Cogels is, as a member of the Consortium, inherently supportive of the Proposal. If, however, the Proposal were to be effected by way of a scheme of arrangement, Cogels' shareholding would be ineligible to vote on the implementation of the Proposal.
The Proposal, if it was to proceed to a formal offer, is subject to the satisfaction or waiver of a number of customary pre-conditions, including satisfactory completion of due diligence and the finalisation and documentation of financing for the transaction. The Xpediator Board has granted the Consortium access to due diligence materials and the Consortium's due diligence is well advanced.
The Board of Xpediator remains confident in the Company's prospects as a stand-alone listed business. It is, however, evaluating the Proposal together with its financial adviser, Zeus Capital Limited ("Zeus"), to establish the attractiveness of the Proposal to all of its stakeholders. As matters currently stand, the Board of Xpediator is minded to recommend the cash element of the Proposal to shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on the terms set out above. The Xpediator Board is continuing its discussions with the Consortium and its advisers to progress the Proposal.
Important Takeover Code notes
In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. on 17 January 2023, either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
As a consequence of this announcement, an "offer period" has now commenced in respect of Xpediator in accordance with the Code and the attention of Xpediator shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
Shareholders should note there is no certainty any formal offer will be made, even if the pre-conditions referred to above are satisfied or waived. Accordingly, shareholders are advised to take no action at this time.
In accordance with Rule 2.5 of the Code, the Consortium reserves the right to introduce alternative forms of consideration and to vary the form and mix of the consideration described above. The Consortium also reserves the right to make an offer on less favourable terms than those described in this announcement:
a) to the extent that Xpediator declares, makes or pays any dividend or distribution or other payment to its shareholders (in which case the Consortium reserves the right to make an equivalent reduction to the proposed price); and/or
b) with the agreement of the Board of Xpediator; and/or
c) following the announcement by Xpediator of a Rule 9 waiver pursuant to the Code.
For the purposes of Note 3 on Rule 2.5 of the Code, this announcement has been made with the consent of the Consortium. For the purposes of Rule 2.5(c), the Consortium has reserved the right to waive any of the pre-conditions set out above to the making of a firm offer.
A further announcement will be made when appropriate.
