TIDMGBG TIDMTTM
RNS Number : 7302B
GB Group PLC
04 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
For immediate release
4 October 2022
GB Group plc ("GBG" or the "Company")
Response to S tatement by GTCR
GBG notes the statement by GTCR LLC ("GTCR") that it is no
longer evaluating a possible offer for GBG and that it is
consequently bound by the restrictions under Rule 2.8 of the City
Code on Takeovers and Mergers (the "Code").
GTCR first announced it was considering a possible cash offer
for the Company on 6 September 2022, in response to media
speculation. The GBG Board had early-stage discussions with GTCR in
respect of a possible offer for the Company, but agreement could
not be reached on terms.
The Board of GBG believes the Company has a long runway of
sustainable growth opportunities underpinned by supportive
structural drivers such as digitalisation and an ever-increasing
need to protect against fraud. The wide-ranging capabilities GBG
has developed and acquired over recent years give it a leadership
position in the identity verification and fraud markets and
reinforce its position as one of the largest pure-play identity
software solution providers globally. GBG is focused on achieving
its strategic and financial objectives in FY23 and beyond, and the
Board believes the delivery of these objectives will create
significant value for GBG's shareholders over time.
As a result of the announcement by GTCR, GBG is no longer in an
offer period for the purposes of the Code.
For further information, please contact:
GBG
Chris Clark, CEO & David Ward, CFO +44 (0) 1244 657333
Tulchan Communications LLP (Financial
PR) +44 (0) 20 7353 4200
James Macey White & Matt Low GBG@tulchangroup.com
-------------------------
Goldman Sachs International (Lead
Financial Adviser)
Khamran Ali, Owain Evans & Warren Stables +44 (0) 20 7774 1000
-------------------------
Numis (Financial Adviser, Nominated
Adviser and Joint Corporate Broker)
Simon Willis & Joshua Hughes +44 (0) 0207 260 1000
-------------------------
Barclays (Corporate Broker)
Stuart Jempson & Anusuya Nayar Gupta +44 (0) 0207 029 8000
-------------------------
Website www.gbgplc.com/investors
-------------------------
About GBG
We are the experts in digital location, identity and managing
fraud risk and compliance. Helping organisations across the globe
eliminate customer friction and fraud from their digital
experiences. GBG develops and delivers digital identity, address
verification, fraud prevention and compliance software to
businesses globally.
Through the combination of the latest technology, the most
accurate data and our unrivalled expertise, GBG helps organisations
ranging from start-ups to the largest consumer and technology
brands in the world deliver seamless experiences, so their
customers can transact online with greater confidence.
To find out more about how we help our customers establish trust
with their customers visit www.gbgplc.com and follow us on LinkedIn
and Twitter @gbgplc.
Further information
This announcement is not intended to, and does not, constitute
or form part of an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction.
The release, publication or 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 such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclaimer
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated in the
United Kingdom by the Financial Conduct Authority (the "FCA") and
the PRA is acting as lead financial adviser to GBG and no one else
in connection with the matters set out in this announcement and
will not be responsible to anyone other than GBG for providing the
protections afforded to clients of Goldman Sachs International, nor
for providing advice in relation to the contents of this
announcement or any other matters referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser and broker to GBG, and no one else,
in connection with the matters set out in this announcement, and
will not be responsible to anyone other than the Board of GBG for
providing the protections afforded to clients of Numis nor for
providing advice in relation to the contents of this announcement
or any other matter or arrangement referred to herein. Neither
Numis nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Numis in connection with this announcement, any
matter, arrangement or statement contained or referred to herein or
otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting exclusively for GBG and no one else and will not be
responsible to anyone other than GBG for providing the protections
afforded to clients of Barclays nor for providing advice or any
other matter referred to in this announcement. In accordance with
the Code, normal United Kingdom market practice and Rule 14e-5(b)
of the Securities Exchange Act of 1934, Barclays and its affiliates
will continue to act as exempt principal trader in GBG securities
on the London Stock Exchange. These purchases and activities by
exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
Forward looking statements
This announcement contains 'forward-looking statements'
concerning GBG that are subject to risks and uncertainties.
Generally, the words 'will', 'may', 'should', 'continue',
'believes', 'targets', 'plans', 'expects', 'aims', 'intends',
'anticipates' or similar expressions or negatives thereof identify
forward-looking statements. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond GBG's ability to control or estimate precisely. GBG
cannot give any assurance that such forward-looking statements will
prove to have been correct. The reader is cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this announcement. GBG does not undertake
any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
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END
RSPBKQBNKBDDNKK
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