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.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (“MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.
FOR IMMEDIATE RELEASE
20 May 2020
Sativa Group Plc
(“Sativa” or “the Company”)
Statement re Rule 2.6 Extension
Sativa Group Plc (AQSE: SATI), the UK’s leading quoted CBD wellness and medicinal cannabis Group, announced on 22 April 2020 that it had entered into a letter of intent with StillCanna, Inc. (“Offeror”), regarding a possible offer for the Company (the “Possible Offer”).
In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers (the “Code”), the Offeror was required, pursuant to Rule 2.6(a) of the Code, by 5:00 p.m. on 20 May 2020 (the “relevant deadline”), to either (i) announce a firm intention to make an offer for Sativa in accordance with Rule 2.7 of the Code or (ii) announce that it does not intend to make an offer for Sativa.
In accordance with Rule 2.6(c) of the Code, at the request of the Directors of Sativa, the Panel on Takeovers & Mergers (the “Panel”) has consented to an extension of the relevant deadline, until 5:00 p.m. on 3 June 2020 to enable the parties to complete the compilation of the necessary information and due diligence required to produce the Scheme Document and the associated Rule 2.7 announcement of a firm intention to make an offer from the Offeror. By this time the Offeror must either announce a firm intention to make an offer for Sativa or announce that it does not intend to make an offer for Sativa, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This new deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
“Our due diligence in respect of StillCanna is progressing well and our expectation is to complete this process in the coming days” states Henry Lees-Buckley CEO of Sativa Group Plc.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Sativa’s website (https://health.sativawebsites.com).
Further announcements will be made as and when appropriate.
AQSE Growth Market Corporate Adviser
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795
Notice related to financial adviser
Peterhouse Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sativa and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sativa for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 Takeover 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on Sativa’s website at www.swg.sativawebsites.com . The content of this website is not incorporated into, and does not form part of, this announcement.