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Rule 2.4 Announc - Possible Offer for ORA by KNDR
Rule 2.4 Announc - Possible Offer for ORA by KNDR.
About this update from Sundae Bar Plc
[{"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.\nTHIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE TAKEOVER CODE (CODE) AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE.\nTHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.\nFor immediate release\n23 August 2024\nRule 2.4 Announcement - Possible Offer for Ora Technology plc by Kondor AI PLC\nKondor AI PLC (Kondor) and Ora Technology PLC (Ora) are pleased to announce that they have entered non-binding heads of terms for Kondor to acquire the entire issued and to be issued share capital of Ora, in consideration for the issue of new shares in Kondor based on 0.9988 Kondor shares for each share in Ora. Under the terms of the combination, Kondor shareholders are expected to receive 46.61 per cent. of the enlarged group and Ora shareholders are expected to receive 53.39 per cent. of the enlarged group based on a valuation of c. £ 20.56 million for Ora (being its market capitalisation calculated on a ten-day 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) (Proposed Acquisition). Both Kondor and Ora are listed on the Aquis Stock Exchange Growth Market (AQSE: KNDR / AQSE: ORA respectively).\nThere can be no certainty that an offer will ultimately be made for Ora. A further announcement will be made in due course.\nIn accordance with Rule 2.5(a) of the Code, Kondor reserves the right to make an offer for Ora at a lower value or on less favourable terms than the Proposed Acquisition: (i) with the agreement or recommendation of the Board of Ora; (ii) if a third party announces a firm intention to make an offer for Ora which, at that date, is of a value less than the value of the Proposed Acquisition; or (iii) following the announcement by Ora of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Ora, makes or pays any further dividend or distribution or other return of value or payment to its shareholders, Kondor reserves the right to ma...