WIIT S.p.A - Correction: Statement regarding Redcentric plc ("Redcentric")
Please be advised that this announcement corrects the one published at 09:13 this morning. The original announcement had some text omitted at the top of the release. Please see below the full and correct text.
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.
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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
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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.