Takeover Notice under Rule 41 of the Takeovers Code

TRANSACT

Mon, Aug 26 2024 01:04 pm

Takeover Notice under Rule 41 of the Takeovers Code

Empire Technology Limited (Empire) gives notice pursuant to Rule 41 of the Takeovers Code (the Code) of its intention to make a partial takeover offer for 50.01% of the fully paid ordinary shares in Vital Limited (Vital). This takeover notice replaces Empire’s takeover notice dated 19 August 2024.

Attached to this notice are the terms of the proposed offer, including:

(a) the information specified in Schedule 1 of the Code which is required to be contained in, or to accompany, this notice; and

(b) the signed certificate required under clause 19 of Schedule 1 of the Code.

Empire requests Vital provide it with the following targeted confirmatory due diligence information under the confidentiality agreement previously provided:
- a copy of management’s forecasts for FY 2025;
- details of all prospective commercial transactions (having a value more than $500,000 revenue or expenses per annum) that VTL is considering entering into; and
- a copy of each contract having a value in excess of $500,000 revenue or expenses per annum which may trigger a change of control consent requirement (as a consequence of the acquisition by Empire of 50.01% of the Shares in Vital).
- Empire will also rely significantly on Vital’s published disclosures, including the annual report incorporating audited financial statements for the year ended 30 June 2024 that Vital has indicated will be released to the market on 27 August 2024.

Empire wishes to cooperate with Vital, in the interests of shareholders as a whole, to finalise its confirmatory due diligence as the diligence is also intended to protect Vital and its shareholders, recognising that, on completion of the partial offer, shareholders will continue to hold or control 49.9% of Vital’s shares.

If Empire proceeds to make a partial takeover offer, the offer will be made on the same terms and conditions as those contained in or accompanying the takeover notice, with any modifications and additional information permitted or required by the Code, including to reflect updated factual circumstances.