20th Feb 2025 07:00
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 THAT JURISDICTION.
20 February 2025
Recommended Merger
of
Crimson Tide plc ("Crimson Tide") with Checkit plc ("Checkit")
to be effected by way of a scheme of arrangementunder Part 26 of the Companies Act 2006
PUBLICATION OF THE CHECKIT CIRCULAR ANDIRREVOCABLE UNDERTAKINGS
On 11 February 2025, the boards of Checkit and Crimson Tide announced that they had reached agreement on the terms of a recommended all-share merger pursuant to which Checkit will acquire the entire issued and to be issued share capital of Crimson Tide. The Merger is to be effected by means of a Court-sanctioned scheme of arrangement between Crimson Tide and Crimson Tide Scheme Shareholders under Part 26 of the Act.
Under the terms of the Merger, Crimson Tide Shareholders will be entitled to receive 6 New Checkit Shares in exchange for each Crimson Tide Share. The Checkit Board is required to seek the approval of Checkit Shareholders for the requisite authorities and powers to issue and allot such New Checkit Shares at the Checkit General Meeting.
Further to the announcement made by Crimson Tide today, Checkit confirms that the Checkit Circular, along with the notice of the Checkit General Meeting, will today be posted and made available to Checkit Shareholders. The Scheme Document is also being published and made available today on Checkit's website at info.checkit.net/recommendedoffer and on Crimson Tide's website at crimsontide.co.uk/offer.
The Checkit General Meeting is expected to be held at 10.00 a.m. on 19 March 2025, at Riverbank House, 2 Swan Lane, London, EC4R 3TT.
The Checkit Directors consider the Merger to be in the best interests of Checkit and Checkit Shareholders as a whole and unanimously recommend that Checkit Shareholders vote (or procure the vote) in favour of the Checkit Resolution to be proposed at the Checkit General Meeting, as each of the Checkit Directors has irrevocably undertaken to do (or procure to be done) in respect of their own interests in Checkit Shares (and those of their connected persons) amounting to, in aggregate, 21,966,976 Checkit Shares, representing approximately 20.34 per cent. of the issued share capital of Checkit as at the Last Practicable Date.
Further details of the irrevocable undertakings provided by the Checkit Directors are at the end of this announcement. Capitalised terms used in this announcement have the same meanings as set out in the Checkit Circular.
Enquiries:
Checkit plc | +44 (0) 1223 643313 | |
www.Checkit.net | ||
Kit Kyte (Chief Executive Officer) | ||
Kris Shaw (Chief Financial and Operations Officer) | ||
Singer Capital Markets (Financial Adviser, Nominated Adviser & Broker to Checkit) | +44 (0) 20 7496 3000 | |
Shaun Dobson / Peter Steel / James Fischer | ||
Yellowstone Advisory (Investor Relations) | +44 (0) 203 951 8907 | |
Alex Schlich | ||
Crimson Tide plc | +44 1892 542444 | |
www.CrimsonTide.com | ||
Jacqueline Daniell (Chair) Phil Meyers (Chief Executive Officer) | ||
Peter Hurter (Chief Financial Officer) | ||
Cavendish Capital Markets (Financial Adviser, Nominated Adviser, Rule 3 Adviser and Corporate Broker to Crimson Tide) | +44 (0) 20 7220 0500 | |
Julian Blunt / Henrik Persson / Dan Hodkinson - Corporate Finance | ||
Andrew Burdis / Harriet Ward - Corporate Broking
|
Irrevocable undertakings in respect of Checkit Shares from Checkit Directors
The following Checkit Directors have given irrevocable undertakings in respect of their entire beneficial holdings of Checkit Shares (and in respect of the Checkit Shares in which certain of their connected persons are interested) to vote, or procure votes, in favour of the Checkit Resolutions to be proposed at the Checkit General Meeting, amounting to 21,966,976 Checkit Shares, representing, in aggregate, approximately 20.34 per cent. of Checkit's existing issued ordinary share capital as at close of business on the Last Practicable Date:
Name of Checkit Director | Number of Checkit Shares | Percentage of issued ordinary share capital of Checkit as at the Latest Practicable Date |
Keith Daley | 21,797,504 | 20.18 |
Kit Kyte | 167,872 | 0.16 |
Kris Shaw | - | - |
Alex Curran | 1,600 | 0.001 |
Copies of these irrevocable undertakings will be made available promptly and by no later than 12 noon (London time) on the Business Day following this announcement, on info.checkit.net/recommendedoffer, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, until the end of the Merger.
Related Shares:
CheckitCrimson Tide