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Recommended Offer

Recommended Offer.

articleSundae Bar PlcMarch 21, 20254/company/sundae-bar-plc/news/recommended-offer
Recommended Offer

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[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.\nTHE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE ACQUISITION AND CONSIDERATION SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT AND THE KONDOR CIRCULAR WHICH ARE TO BE PUBLISHED TODAY.\nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.\nFOR IMMEDIATE RELEASE\n \n21 March 2025\n \nRECOMMENDED ALL SHARE OFFER\nFOR\nORA TECHNOLOGY PLC\nBY\nKONDOR AI PLC\nto be implemented by way of a takeover offer\nPublication and Posting of the Offer Document\nRule 9 Waiver\nand Notice of Kondor Annual General Meeting\n \n1.   Summary\n \n·      The boards of Kondor AI Plc (\"Kondor\") and Ora Technology Plc (\"Ora\") are pleased to announce that they have reached agreement on the terms of a recommended all share offer to be made by Kondor to acquire more than 50% of the entire issued ordinary share capital of Ora (the \"Offer\" or the \"Acquisition\"). It is intended that the Acquisition be implemented by means of a takeover offer (as defined in section 974 of the Companies Act 2006) (the \"Takeover Offer\").\n \n·      Under the terms of the Acquisition, each Ora Shareholder will be entitled to receive:\n \n0.9848 Consideration Shares in exchange for every 1 Ora Share\nThe exchange ratio (the \"Exchange Ratio\") was originally determined by reference to a valuation of the Enlarged Group of c. £20.56 million for Ora (being its market capitalisation calculated on a ten-day volume weighted average price (VWAP) up to 22 August 2024) and a valuation of c. £17.95 million for Kondor (being its market capitalisation calculated on a ten-day VWAP up to 22 August 2024). On 9 December ...

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