Announcement of delayed inside information regarding the receipt of an indicative non-binding offer from Iliad S.A., for the potential acquisition of 100% of the outstanding shares of Play Communications S.A., commencement of a due diligence procedure in connection with a potential transaction and execution of a non-disclosure agreement.
The Board of Directors of Play Communications S.A. (the “Company”) hereby reports that, according to Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the “MAR”), the Company is publishing inside information, the disclosure of which was delayed by the Board of Directors of the Company on 11 August 2020 based on Article 17, point 4 of MAR.
Content of the delayed inside information:
“On 10 August 2020, the Board of the Company received an indicative non-binding offer from Iliad S.A., a French provider of telecommunication services with its registered office in 16, rue de la Ville-L’Evêque, 75008, Paris, France (“Iliad”), in connection with the potential acquisition of 100% of the outstanding shares of the Company through a tender offer on the Company’s shares (the “Potential Transaction”).
The Board reports that, in connection with the Potential Transaction, based on the executed non-disclosure agreement with Iliad, on 10 August 2020 it decided to allow Iliad and its advisors access to the key documentation regarding the Company and its capital group in connection with the commencement of a due diligence procedure in relation to the Potential Transaction.
The Company emphasizes that the negotiations regarding the Potential Transaction are at an early stage and their outcome and the likelihood of their successful completion are uncertain. The Company will report on further steps undertaken in the process of the negotiations in separate current reports.”
Reasons for the delayed disclosure of the inside information:
The Board of the Company made a decision to delay the disclosure of the above-mentioned inside information as in its opinion immediate disclosure could adversely affect the conclusion of the Potential Transaction, and create uncertainty about the Company’s future and implementation of the adopted strategy. Moreover, immediate disclosure of the inside information could have resulted in an incorrect assessment of the information by the public, including investors and shareholders of the Company, and could have caused unjustified changes in the Company’s share price.
The direct reason for disclosing the information was the announcement of a tender offer for the acquisition of 100% of the outstanding shares of the Company on 21 September 2020 by Iliad Purple S.A.S., a wholly owned subsidiary of Iliad.
In accordance with Article 17.4 of the MAR, the Company will notify the Commission de Surveillance du Secteur Financier of the delay in disclosure of this inside information together with the reasons therefor immediately upon the publication of this current report.
Legal basis: Art. 17, point 1 and 4 of the MAR – inside information and delay of the publication of inside information.