SEC halts On’ally’s mandatory offer
The Securities and Exchange Commission (SEC) last week halted the mandatory offer by Renuka Capital PLC to purchase On’ally Holdings PLC.
In a letter dated February 8 to On’ally Holdings PLC, the SEC said that it has received a written complaint against Renuka Capital PLC “the offeror” in the said mandatory offer alleging acts of misrepresentation and miscommunication to the market and thereby violating the provisions of the SEC’s the Takeovers and Mergers Code 1995 as amended (TOM Code) and the SEC Rules.
“The complaint has also challenged the Independent Advisor’s Report obtained by your company. The allegations against ‘the offeror’ stated in the above said complaint has given rise to the need for the SEC to conduct investigations to check the veracity of the said allegations in terms of section 13 (0) of the SEC Act which in turn may require the SEC to issue certain directions to ‘the offeror’ and also to your company as ‘the offeree’ if deemed appropriate,” the letter said. The name of the complainant was not disclosed.
The SEC acting in terms of the SEC Act in order to protect the interests of investors, has instructed and directed Renuka Capital PLC to take steps forthwith to keep the ‘offer period’ open until further notice by the SEC and give notice of such fact to the market and also to the shareholders of On’ally Holdings PLC in respect of the extension of the said mandatory offer period.
“The reasons for the instructions to keep the ‘offer period’ open is to enable the SEC to issue directives to ‘the offeror’ and also to your company as ‘the offeree’ in respect of the above said mandatory offer,” the regulator has said.
On’ally Holdings PLC was instructed by the SEC to obtain a second Independent Advisor’s Report in respect of the mandatory offer by engaging another qualified advisor who is independent in terms of Rule 12 of the TOM Code and submit a draft of the report within one week of engaging the independent advisor for the approval of the SEC in terms of Rule 18 of the Code prior to dispatching same to the shareholders of On’ally Holdings PLC.
“Your company is further requested to keep the SEC informed as to the identity of the advisor prior to engaging such advisor. During the period the offer is kept open you are advised against taking any steps to dispose of any assets of the company without the approval of the shareholders or the SEC, other than to enter into any contract in the ordinary course of business in pursuance of a contract entered into earlier before this offer became imminent. You are also instructed to await further directions from the SEC,” the letter added.