Zamano : Potential Reverse Take Over Transaction Update

zamano PLC

('zamano' or the 'Company')

Potential Reverse Take Over Transaction Update

On 27 April 2018 zamano PLC (AIM:ZMNO, ESM:ZAZ) announced that it had undertaken detailed discussions and signed a memorandum of understanding with a counterparty (the 'Target') to acquire certain operating assets of the Target in return for the issue of new shares in the Company which would, if such transaction proceeds, constitute a reverse takeover transaction for the Company (the 'Potential Transaction'). zamano is pleased to provide an update as to the status of the Potential Transaction.

Since the announcement on 27 April 2018, further discussions between the Company and the Target (together, the 'Parties') have taken place and the Parties remain in on-going negotiations. Reciprocal due diligence between the Parties is being carried out, and preparation of the necessary transaction documentation is well advanced. Detailed discussions regarding the terms of the Potential Transaction have taken place although no definitive agreement has yet been reached and due to the on-going nature of these discussions it is not possible to provide further details at this stage.

It should be noted that there can be no certainty that zamano and the Target will reach agreement on final terms which would be acceptable to the Parties, or that the Potential Transaction can be concluded.

The Company announced previously that the Potential Transaction would provide zamano shareholders with the opportunity to tender up to 100% of their current shareholding in the Company for cash in a share tender programme alongside the Potential Transaction and this remains under consideration. The Company can also confirm that the Potential Transaction may proceed with or without the Company raising new equity capital for deployment within the business, but this matter remains under active consideration.

Completion of the Potential Transaction would be subject to the approval of the Company's shareholders at an extraordinary general meeting. The board of zamano continues to advise shareholders that should the Potential Transaction not proceed for any reason, it will seek to obtain approval from shareholders for a cash distribution.

The board of zamano continues to seek the optimal commercial outcome for the Company's shareholders and will provide a further update in due course.