공시 • May 13
Ora Technology PLC (OFEX:ORA) completed the acquisition of Kondor AI Plc (OFEX:KNDR) in a reverse merger transaction.
Ora Technology PLC (OFEX:ORA) entered into non-binding heads of terms to acquire Kondor AI Plc (OFEX:KNDR) for approximately £20.6 million in a reverse merger transaction on August 23, 2024. Ora Technology PLC (OFEX:ORA) entered definitive agreement to acquire Kondor AI Plc (OFEX:KNDR) for approximately £20.6 million in a reverse merger transaction on March 21, 2025. 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%. of the enlarged group and Ora shareholders are expected to receive 53.39%. of the enlarged group based on a valuation of £20.56 million for Ora (being its market capitalisation calculated on a ten-day VWAP up to 22 August 2024) and a valuation of £17.95 million for Kondor. There can be no certainty that an offer will ultimately be made for Ora. A further announcement will be made in due course. 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. Upon completion of the Acquisition, in a scenario in which 100% of Ora Shareholders accept the Offer, Ora Shareholders will hold approximately 53.44% of the entire issued ordinary share capital of the Enlarged Group and Kondor Shareholders will hold approximately 46.56% of the entire issued ordinary share capital of the Enlarged Group. Certain members of the Concert Party in Kondor are shareholders in Ora. In a scenario of acceptance by only members of the Concert Party in Kondor, representing 62.13 per cent. of Ora’s share capital, Ora Shareholders will hold approximately 41.63% of the entire issued ordinary share capital of the Enlarged Group and Kondor Shareholders will hold approximately 58.37% of the entire issued ordinary share capital of the Enlarged Group. The suspension was granted with effect from 23 August 2024.
The Offer is conditional upon, amongst other things, Kondor receiving valid acceptances (which have not been withdrawn) in respect of and/or having otherwise acquired or agreed to acquire Ora Shares which constitute more than 50 per cent of the voting rights attached to the Ora Shares. Kondor is required to seek the approval of the Kondor Shareholders of the Acquisition Resolutions at the Kondor Annual General Meeting. The Acquisition is accordingly conditional on the approval of the Kondor Shareholders of the Acquisition Resolutions. As on September 20, 2024, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the October 18, 2024, as on October 18, 2024, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to November 15, 2024. As on November 15, 2024, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the December 13, 2024. As on December 13, 2024, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the January 10, 2025. On December 9, 2024, Ora announced the issuance of 3,192,500 new ordinary shares of £0.001 each in the capital of Ora. Following this issuance, Kondor and Ora have agreed on a revised ratio of 0.9848 Kondor shares for each share in Ora. As of January 10, 2025, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the February 7, 2025. As of February 7, 2025, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the Deadline until 5.00 p.m. (London time) on March 7, 2025. As of March 7, 2025, Kondor and Ora today jointly announce that the Takeover Panel has consented to an extension to the Deadline until 5.00 p.m. (London time) on 4 April 2025. As of March 21, 2025, Kondor has received irrevocable undertakings from the Ora Directors and certain other Ora Shareholders to accept the Offer in respect of a total of 124,038,550 Ora Shares, representing, in aggregate, approximately 59.10% of the Ora Shares in issue as at the Latest Practicable Date. The Kondor board is pleased to announce that the Kondor Annual General Meeting is to be held at 1:00 p.m. (London time) on April 16, 2025. As of April 16, 2025, the board of directors of Kondor is pleased to announce that, at the Kondor Annual General Meeting, all resolutions were duly passed-by the requisite majorities. The Kondor Board have approval of the Kondor shareholders for the requisite authorities and powers inter alia in respect of the Acquisition, in relation to the Acquisition and to issue and allot the Consideration Shares and the Ora Exchange Warrants to Ora shareholders under the terms of the Acquisition. As of April 16, 2025, Kondor to declare that the Offer is now unconditional. As of April 23, 2025, valid acceptances of the Offer had been received in respect of a total of 142,083,075 Ora Shares, representing approximately 67.86% of Ora's existing issued share capital. Ora Shareholders who have not yet accepted the Offer are urged to do so as soon as possible. As of April 25, 2025, valid acceptances of the Offer had been received in respect of a total of 193,750,092 Ora Shares, representing approximately 92.54 per cent. of Ora's existing issued share capital. Accordingly, as Kondor has now received acceptances under the Offer in respect of, or has acquired, or unconditionally contracted to acquire, 90 per cent. or more in value of the Ora Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Ora Shares, Kondor will soon be exercising its right to implement the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 to acquire the remaining Ora Shares, as contemplated in the Offer Document. As of April 25, 2025, Kondor has received Valid Acceptances in respect of 193,750,092 Ora Shares (representing approximately 92.54 per cent. of Ora's existing issued share capital), which Kondor may count towards satisfaction of the Acceptance Condition to its Offer. The Offer will remain open for acceptance until 1.00 p.m. (London time) on May 12, 2025.
Brian Stockbridge and Gabrielle Cordeiro of First Sentinel Corporate Finance Limited acted as financial advisor and fairness opinion provider to Kondor, Nick Michaels of Alfred Henry Corporate Finance Ltd acted as financial advisor and fairness opinion provider to Ora. Druces LLP is providing legal advice to Kondor in connection with the Acquisition. DMH Stallard LLP is providing legal advice to Ora in connection with the Acquisition.
Ora Technology PLC (OFEX:ORA) completed the acquisition of Kondor AI Plc (OFEX:KNDR) in a reverse merger transaction on May 12, 2025.