NOT 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.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "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 ANY FIRM OFFER WILL BE
MADE.
Statement regarding Redcentric plc
("Redcentric")
Milan, 28 May 2024
- WIIT S.p.A. ("WIIT"), one of the leading European players in the
market of Cloud Computing services for enterprises focused on the
provision of continuous Hybrid Cloud and Hosted Private Cloud
services for critical applications, notes the announcement by
Redcentric of 24 May
2024.
In the ordinary course of its activities WIIT regularly evaluates
strategic external growth opportunities and maintains dialogue with
various operators in the industry for this purpose, with the
primary objective of developing the WIIT Group. In this context,
WIIT confirms that it has held preliminary and non-binding
discussions with Redcentric, aimed at assessing WIIT's possible
interest in making an offer for the entire issued, and to be
issued, share capital of Redcentric.
Such discussions are at a preliminary and early stage and there can
be no certainty that any firm offer for Redcentric will be made; if
a firm offer were to be made, it would likely be in
cash.
In accordance with Rule 2.6(a) of the
City Code On Takeovers And Mergers ("Takeover Code" or
"Code"),
WIIT is required, by no later than 5.00
p.m. (London time) on
21 June 2024, to either announce a
firm intention to make an offer for Redcentric in accordance with
Rule 2.7 of the Takeover Codeor announce that it does not intend to
make such an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the
Takeover Code
applies.
This deadline can be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the
Takeover Code.
A further announcement will be made as necessary or
appropriate.
* * *
WIIT S.p.A.
WIIT S.p.A., a company listed on the Euronext Star Milan
("STAR") segment, is a leader in the cloud computing market. The
company has a pan-European footprint and is present in key markets
such as Italy and Germany, positioning itself among the main
operators in the provision of innovative Hosted Private and Hybrid
Cloud technological solutions. WIIT operates its own data centers
in 6 regions - 4 in Germany and 2
in Italy - of which 2 are Premium
Zone-enabled, i.e. with Tier IV data centers certified by the
Uptime Institute and with the highest levels of security in the
design phase. WIIT has 6 SAP certifications at the highest level of
specialisation. The end-to-end approach allows the company to
provide partner companies with personalised services, with high
added value and with the highest safety and quality standards for
the management of critical applications and operational continuity,
guaranteeing maximum reliability in the implementation of the main
international application platforms (SAP, Oracle and Microsoft).
Since 2022, the WIIT Group has joined the United Nations Global
Compact. (www.wiit.cloud).
For more information
Investor Relations WIIT
S.p.A.:
Stefano Pasotto - CFO &
Investor Relations Director
Francesca Cocco - Lerxi
Consulting - Investor Relations
T +39.02.3660.7500
Fax +39.02.3660.7505
ir@wiit.cloud
www.wiit.cloud
Media Relations:
Image Building
Rafaella Casula
T +39 348 3067877
Simona Porcino
T +39 340 9844532
Francesca Alberio
Tel. +39 340 0547370
wiit@imagebuilding.it
* * *
Important 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 whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe,
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdictions.
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, 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 +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.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii) of the Code,
WIIT confirms that it is not aware of any dealings in
Redcentric shares that would require it to offer a minimum level,
or a particular form, of consideration under Rule 6 or Rule 11 of
the Code. However, it has not been practicable for WIIT to make
enquiries of all persons acting in concert with it prior to the
date of this announcement in order to confirm whether any details
are required to be disclosed under Rule 2.4(c)(iii) of the Code. To
the extent that any such details are identified following such
enquiries, WIIT will make an announcement disclosing such details
as soon as practicable, and in any event by no later than the time
it is required to make its Opening Position Disclosure under Rule
8.1 of the Code.
Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions
relating to persons resident in restricted jurisdictions) on WIIT's
website at https://www.wiit.cloud/
by no later than 12 noon (London time) on the business day
following the date of this announcement. The content of that
website is not incorporated into, and does not form part of, this
announcement.