Company Announcement - Receipt of Voluntary Bid

Published: December 14, 2016




Receipt of Voluntary Bid

The Company hereby announces that, by virtue of an offer document dated 14 December 2016 (“Offer Document”), Idox p.l.c., a company incorporated under the Laws of the United Kingdom and bearing company registration number 03984070 (hereinafter the ‘Offeror’) has launched a voluntary public offer in terms of Chapter 11 of the Listing Rules to acquire all the share capital currently in issue in the Company and held by the shareholders of the Company at an offer price of GBP 0.88 per share, payable in cash or a combination of cash and shares in the Offeror.

Details of the consideration offered and the terms and conditions of the voluntary offer are set forth in the Offer Document which is available on the Company’s website [] and on []. Hard copies of the Offer Document will be mailed to the shareholders of the Company appearing on the register of shareholders on the 20 December 2016 (which includes all trades undertaken up until 16 December 2016).

Irrevocable Undertakings

The Company was also informed that (i) Charts Investment Management Service Limited, a company registered in Malta and bearing company registration number C 7944, holding Shares in its clients nominee accounts; (ii) Vassallo Builders Group Limited, a company registered in Malta and bearing company registration number C 2448; (iii) Mr Ivan Bartolo of 32, Ir-Rampil, Pellikan Street, San Gwann SGN 1905, Malta; (iv) Mr Stephen David Wightman of 135, The Park, Market Bosworth, Leicester, CV 13 0LP, England; (v) Mr Brian Zarb Adami and Mrs Roberta Zarb Adami of Sali, Iz-Zebbuga Street, Iklin IKL 1960, Malta; and (vi) Mr Alan Timothy West Robinson of 94, Cross Drove, Coates, Peterborough PE7 2HJ, England, collectively holding an aggregate of 14,675,483 Shares representing 69.94% of the issued share capital of the Company have undertaken, subject to certain conditions, to accept the terms set forth in the Offer Document.

Independent Committee & Statement of Opinion

At a meeting of the Board held on the 28 April 2016, the Board resolved to establish an independent committee in terms of Clause 62 of the Articles of Association of the Company (“the Committee”). The Committee was established in view of the potential conflict of interest that may have arisen between the duties of directors and the personal interest of the same directors in their capacity of shareholders and was empowered to handle the due diligence exercise and the process that ensued.

The Company further announces that a meeting of the Committee will be held on the 16th December 2016 in order to assess the Offer Document and prepare a statement of opinion on the effects of implementation of the Voluntary Bid on employment, conditions of employment and locations of the Company’s place of business in accordance to the provisions of Listing Rule 11.28 et seq.


Dr. Ivan Gatt
Company Secretary
14th December 2016

Updated: 10 April 2019

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