REG - Anpario PLC - Result of Tender Offer

AnparioAnnouncement

23/06/2023 07:00

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RNS Number : 6642D  Anpario PLC  23 June 2023

23 June 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

 

Anpario plc

("Anpario" or the "Company")

 

Result of Tender Offer

Total Voting Rights

and

Directors' interests

 

 

Anpario (AIM: ANP), the independent manufacturer of natural sustainable animal
feed additives for health, nutrition and biosecurity, is pleased to announce
the result of its Tender Offer, details of which were set out in the circular
published by the Company on 2 June 2023 (the "Circular").

 

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 4,000,000 Ordinary Shares at the Tender Price
of 225 pence per Ordinary Share, for an aggregate maximum consideration of
£9.0 million. The Tender Offer closed at 1.00 p.m. on 22 June 2023. Valid
tenders were received in respect of 4,288,700 Ordinary Shares, equal to
approximately 107 per cent of the total number of Ordinary Shares subject to
the Tender Offer.

 

As the Tender Offer was oversubscribed by 288,700 Ordinary Shares, not all of
the Ordinary Shares that have been validly tendered have been accepted and
purchased. The Guaranteed Entitlement therefore applies to each Qualifying
Shareholder. Tenders have been accepted on the basis set out in paragraphs
2.14.1 and 2.14.2 of Part IV of the Circular:

 

·    all Ordinary Shares validly tendered up to the Guaranteed
Entitlement, for each relevant holding of Ordinary Shares, will be accepted
and purchased in full; and

 

·    all Ordinary Shares validly tendered in excess of the Guaranteed
Entitlement and up to the Excess Entitlement, for each relevant holding of
Ordinary Shares, will be scaled down pro rata to the total number of such
Ordinary Shares tendered in excess of the Guaranteed Entitlement and up to the
Excess Entitlement such that the total cost of Ordinary Shares to be purchased
pursuant to the Tender Offer does not exceed £9 million, provided, however,
that the Company shall be entitled to exercise its discretion to adjust such
scaling down on the basis that the removal of any Shareholders in full from
the register of members would bring administrative cost saving to the Company
and in recognition that Shareholders may not wish to hold small and uneconomic
numbers of Ordinary Shares.

 

Of the total number of Ordinary Shares validly tendered and purchased by the
Company, all 4,000,000 Ordinary Shares will be cancelled, with effect from on
or around 7 July 2023. The Company also intends to cancel all other Ordinary
Shares held in treasury (440,388 Ordinary Shares) at the same time.

 

CREST accounts will be credited for revised uncertificated holdings of
Ordinary Shares and Tender Offer proceeds by 7 July 2023. For Ordinary Shares
held in certificated form, cheques in respect of Tender Offer proceeds and
balancing share certificates will be despatched by 7 July 2023.

 

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 4,440,388
Ordinary Shares referred to above, the Company will have 20,063,131 Ordinary
Shares in issue with no Ordinary Shares held in treasury. Therefore, the total
number of voting rights in the Company will be 20,063,131 which may be used by
Shareholders as the denominator in the calculations by which they may
determine if they are required to notify their interest, or a change to their
interest, in the Company under the FCA's Disclosure Guidance and Transparency
Rules.

 

Directors' interests

 

As set out in the Circular, the Company received irrevocable undertakings from
each of the Directors (with the exception of Kate Allum who is not a
Shareholder) that they would each not participate in the Tender Offer in
respect of any Ordinary Shares of which they are the registered or beneficial
holder, or otherwise hold on trust as trustees (as applicable). Therefore,
following cancellation of the successfully tendered Ordinary Shares and
Ordinary Shares currently held in treasury ("Cancellation"), the interests of
each Director, of the Company's total voting rights will be follows:

 

 Name              Number of Ordinary Shares held pre and post Cancellation  % of Company's total voting rights immediately following Cancellation
 Richard Edwards   203,396                                                   1.01%
 Karen Prior       157,445                                                   0.78%
 Marc Wilson       14,951                                                    0.07%
 Matthew Robinson  8,600                                                     0.04%
 Total             384,392                                                   1.92%

 

Capitalised terms used in this announcement (unless otherwise defined) have
the meanings set out in the Circular.

 

The information communicated in this announcement contains inside information
for the purposes of Article 7 of the UK version of the EU Market Abuse
Regulation (2014/596) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to time.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Richard Edwards, CEO.

 

 

Enquiries:-

 

 Anpario plc:
 Richard Edwards, CEO                 +44(0)7776 417 129
 Marc Wilson, Group Finance Director  +44(0)1909 537 380

 Shore Capital:                       +44 (0) 20 7408 4090

 (Nominated Adviser and Broker):
 Stephane Auton                       Corporate Advisory

 David Coaten
 Tom Knibbs
 Henry Willcocks                      Corporate Broking

 

 

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