Netalogue Technologies Plc - Offer Document Posted

Netalogue Technologies Plc - Offer Document Posted

PR Newswire

London, November 18

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

18 November 2019

Recommended Cash Offer by

TrueCommerce Holdings Limited

for Netalogue Technologies plc

Posting of Offer Document

Further to the announcement on 4 November 2019 of a recommended cash offer (the "Offer") by TrueCommerce Holdings Limited ("TrueCommerce") to acquire the entire issued and to be issued share capital of Netalogue Technologies plc ("Netalogue") at an offer price of 11.2 pence for each Netalogue Share, TrueCommerce is pleased to announce that the offer document (the "Offer Document") is being posted to Netalogue Shareholders today, together with the Form of Acceptance (in respect of Netalogue Shares in certificated form). The Offer Document contains the full terms of and conditions to the Offer and details of the actions to be taken by Netalogue Shareholders.

The Offer will initially remain open for acceptance until 1pm (UK time) on 9 December 2019.

To accept the Offer in respect of shares held in certificated form, Netalogue Shareholders must complete and sign the Form of Acceptance in accordance with the instructions printed on it and return it with their original share certificate(s) as soon as possible and, in any event, so as to be received by Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, by no later than 1pm (UK time) on 9 December 2019.

To accept the Offer in respect of shares held in uncertificated form (that is, in CREST) Netalogue Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, by no later than 1pm (UK time) on 9 December 2019.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

For further information, please contact:

TrueCommerce Holdings Limited
Edward Flint Seaton (Director, Chief Financial Officer)	Tel: [phone]
David Grosvenor (Managing Director, TrueCommerce Europe)	Tel: [phone]

VSA Capital Limited, financial adviser to TrueCommerce
Andrew Raca	Tel: [phone]
James Deathe Sean Urquhart	Tel: [phone] Tel: [phone]

Netalogue Technologies plc
Andrew Robathan (Managing Director)	Tel: [phone]
Craig Williams (Technical Director) Richard Condon (Director)	Tel: [phone] Tel: [phone]

Beavis Morgan LLP, financial adviser to Netalogue
Simon Hammerton	Tel: [phone]
Richard Thacker	Tel: [phone]

Important notices relating to financial advisers

VSA Capital, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for TrueCommerce and no one else in connection with the Offer and will not be responsible to any person other than TrueCommerce for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Offer or any matter referred to herein.

Beavis Morgan is acting exclusively for Netalogue and no one else in connection with the Offer and will not be responsible to any person other than Netalogue for providing the protections afforded to clients of Beavis Morgan or for providing advice in relation to the Offer or any matter referred to herein.

This announcement is for information purposes only and is not an invitation, inducement or the solicitation of an offer to purchase, or otherwise acquire, subscribe for or sell or otherwise dispose of or exercise rights in respect of any securities. The Offer will be made solely through the Offer Document and any accompanying forms of acceptance.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which will contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Netalogue Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes of complying with English law, the rules of the NEX Exchange Growth Market and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Netalogue Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Netalogue Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas Netalogue Shareholders will be contained in the Offer Document.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Information relating to Netalogue Shareholders

Netalogue Shareholders should be aware that addresses, electronic addresses and certain other information provided by Netalogue Shareholders and other relevant persons for the receipt of communications from Netalogue may be provided to TrueCommerce during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on TrueCommerce's website athttps://www.truecommerce.com/uk-en/important-disclaimerand on Netalogue's website athttp://www.netalogue.com/investors by no later than 12.00 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this announcement, free of charge, by contacting Share Registrars Limited on 01252 821390 (or [phone]). For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.