Rule 2.4 Announc - Possible Offer for ORA by KNDR

Kondor AI PLC (Kondor) and Ora Technology PLC (Ora) are pleased to announce that they have entered non-binding heads of terms for Kondor to acquire the entire issued and to be issued share capital of Ora, in consideration for the issue of new shares in Kondor based on 0.9988 Kondor shares for each share in Ora. Under the terms of the combination, Kondor shareholders are expected to receive 46.61 per cent. of the enlarged group and Ora shareholders are expected to receive 53.39 per cent. of the enlarged group based on a valuation of c. £ 20.56 million for Ora (being its market capitalisation calculated on a ten-day VWAP up to 22 August 2024) and a valuation of c. £ 17.95 million for Kondor (being its market capitalisation calculated on a ten-day VWAP up to 22 August 2024) (Proposed Acquisition). Both Kondor and Ora are listed on the Aquis Stock Exchange Growth Market (AQSE: KNDR / AQSE: ORA respectively).

There can be no certainty that an offer will ultimately be made for Ora. A further announcement will be made in due course.

In accordance with Rule 2.5(a) of the Code, Kondor reserves the right to make an offer for Ora at a lower value or on less favourable terms than the Proposed Acquisition: (i) with the agreement or recommendation of the Board of Ora; (ii) if a third party announces a firm intention to make an offer for Ora which, at that date, is of a value less than the value of the Proposed Acquisition; or (iii) following the announcement by Ora of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Ora, makes or pays any further dividend or distribution or other return of value or payment to its shareholders, Kondor reserves the right to make an equivalent reduction to the Proposed Acquisition. In connection with the possibility of Kondor making a cash offer for Ora (if it were so inclined), Kondor reserves the right to vary the form and / or mix of the consideration it would offer.

Suspension

In light of the proposed offer for Ora, Kondor and Ora have both requested a suspension of their shares from trading on the Access Segment of the AQSE Growth Market. The suspension was granted with effect from 9:30 am, on 23 August 2024.

Takeover Code

In accordance with Rule 2.6(a) of the Code, Kondor must, by not later than 5.00pm (London time) on 20 September 2024, either announce a firm intention to make an offer, subject to conditions or pre-conditions if relevant, for Ora in accordance with Rule 2.7 of the Code or announce that Kondor does not intend to make an offer for Ora, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Should the Proposed Acquisition complete, Jonathan Bixby and his concert party would be interested in shares carrying more than 30 per cent. of the voting rights of Kondor. Accordingly, the Panel would need to agree to waive the obligation for the concert party to make an offer that would otherwise arise under Rule 9 as a result of the offer, subject to the approval of independent shareholders.

This announcement has been made with the consent of both Kondor and ORA.

The individual responsible for releasing this announcement are Jonathan Bixby (Kondor) and Michael Edwards (Ora).

Kondor LEI Number: 984500EF5CD7E658D446

Ora LEI Number: 894500PYLZIX23W4NG69

Relevant securities in issue

In accordance with Rule 2.9 of the Code:

• Kondor confirms that, as at the date of this announcement, it had 180,050,000 ordinary shares of 0.1 pence each in issue. The ISIN reference number for these securities is GB00BRXKJ754.
• Ora confirms that, as at the date of this announcement, it had 206,677,575 ordinary shares of 0.1 pence each in issue. The ISIN reference number for these securities is GB00BP4YBY34.

Website publication

Sources and basis

The figures used for the calculation of the 10-day VWAP for the market capitalisations of Kondor and Ora were taken from the figures published on the AQSE website. The volumes on the days that shares traded are set out below:

10 days VWAP on 22 Aug

Kondor