REG - Anpario PLC - Tender Offer
02/06/2023 07:00
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RNS Number : 4215B Anpario PLC 02 June 2023
2 June 2023
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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
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Anpario PLC
("Anpario", the "Company" or the "Group")
Proposed Tender Offer of up to 4,000,000 Ordinary Shares at 225 pence per
Ordinary Share
Anpario PLC (AIM: ANP), announces that it is proposing to return up to £9
million to Shareholders by a Tender Offer pursuant to which Qualifying
Shareholders are invited to tender some or all of their Ordinary Shares at the
Tender Price of 225 pence per Ordinary Share (the "Tender Price"). The
Tender Offer is for a maximum of 4,000,000 Ordinary Shares. The Tender Price
represents a premium of approximately 16 per cent. to the closing price of 194
pence per Ordinary Share on the Latest Practicable Date.
Qualifying Shareholders are not required to tender any or all of their
Ordinary Shares if they do not wish to do so. Qualifying Shareholders who
participate in the Tender Offer have a Guaranteed Entitlement to tender
approximately 16.6 per cent. of the Ordinary Shares held by them at the Record
Date, rounded down to the nearest whole number.
The Company expects to post a circular to shareholders (the "Circular") later
today to provide information about the background to, and reasons for, the
Tender Offer and why the Board considers that the Tender Offer is in the best
interests of the Shareholders as a whole and why the Board unanimously
recommends that you vote in favour of the Resolution to be proposed at the
General Meeting.
The implementation of the Tender Offer requires Shareholder approval by way of
a special resolution. The Resolution will be proposed at the General Meeting
of the Company to be held at the offices of DLA Piper UK LLP at 160 Aldersgate
Street, London, EC1A 4HT on 19 June 2023 at 11:00 a.m. (the "General
Meeting").
The Circular also contains further details on the procedure that should be
followed by those Qualifying Shareholders wishing to participate in the Tender
Offer (with different procedures depending on whether the Ordinary Shares are
held in CREST or in certificated form).
A copy of the Circular will be published on the Company's website later today
at www.anpario.com. A Form of Proxy and Tender Form for use by Shareholders
who hold their Ordinary Shares in certificated form in connection with the
Tender Offer is also being despatched with the Circular. Capitalised terms
used but not defined in this announcement will have the same meaning given to
them in the Circular.
The Tender Offer is being made available to all Qualifying Shareholders who
are on the Register at the Record Date.
The Tender Offer is to be effected by Shore Capital Stockbrokers Limited
("Shore Capital") (acting as principal and not as agent, nominee or trustee)
purchasing Ordinary Shares from Qualifying Shareholders. Shore Capital, in
turn, has the right to require the Company to purchase from it, and can be
required by the Company to sell to it, such Ordinary Shares at the Tender
Price under a repurchase agreement (the "Repurchase Agreement"), details of
which are set out further below. All Ordinary Shares purchased by the
Company from Shore Capital pursuant to the Repurchase Agreement will be
cancelled.
The Board makes no recommendation to Qualifying Shareholders in relation to
participation in the Tender Offer itself. Whether or not Qualifying
Shareholders decide to tender all, or any, of their Ordinary Shares will
depend on, among other things, their view of the Company's prospects and their
own individual circumstances, including their own financial and tax position.
Shareholders are required to take their own decision and are recommended to
consult with their duly authorised independent financial or professional
adviser.
This summary should be read in conjunction with the full text of this
announcement and 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 ("Market
Abuse Regulation").
The person responsible for arranging the release of this announcement on
behalf of the Company is Richard Edwards, Chief Executive Officer.
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
Tender Offer
Background and reasons for the Tender Offer
Subject to the passing of the Resolution by Shareholders at the General
Meeting as a special resolution, the Directors will give Qualifying
Shareholders the opportunity to tender Ordinary Shares through the Tender
Offer for cash. The Resolution will give the Directors authority to return a
maximum amount of up to £9 million to Shareholders at a price of 225p per
Ordinary Share.
Current trading and the outlook for the Company's 2023 financial year remains
in line with market expectations. The sales performance since the start of the
year has continued at the weaker levels seen in the final quarter of 2022,
reflecting the current challenges facing the global agricultural industry. The
Board expects the Group's performance to improve as the year progresses as
some of the challenges dissipate and inflationary pressures alleviate. In
addition, concerns over supply chain risks and logistics delays have begun to
ease and as a result the Directors have been able to reduce inventory and
working capital levels. As at 25 May 2023, cash and bank deposit balances were
£16.4 million (31 Dec 2022: £13.6 million).
The Board regularly reviews capital allocation to optimise long-term returns
for shareholders and, due to the Company's strong cash position, has explored
various options for returning cash to Shareholders. In addition to the
proposed return of value by way of the final dividend of 7.35 pence per share
to be recommended by the Board at the upcoming AGM in June 2023, it has
determined that the Tender Offer would be the most suitable way of returning
capital to Shareholders in a quick and efficient manner, taking account of the
relative costs, complexity and timeframes of the possible methods available,
as well as the likely tax treatment for and equality of treatment of
Shareholders.
The Board considers the Tender Offer to be beneficial to Shareholders as a
whole, because, among other reasons:
• the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their holding;
• the Tender Price represents a premium of 16 per cent. (16%) to the
closing price of the Ordinary Shares of 194p (on the Latest Practicable Date);
• the Tender Offer provides Qualifying Shareholders who wish to reduce
their holdings of Ordinary Shares with an opportunity to do so at a
market-driven price with a premium at the Latest Practicable Date;
• the Tender Offer enables Ordinary Shares to be sold free of
commissions or charges that would otherwise be payable if Qualifying
Shareholders were to sell their Ordinary Shares through their broker;
• the Tender Offer permits Shareholders who wish to retain their
current investment in the Company and their Ordinary Shares to do so, as no
Shareholder is required to participate in the Tender Offer, and thus providing
Shareholders with flexibility; and
• the Tender Offer will reduce the number of Ordinary Shares in issue,
and, assuming earnings stay the same, should therefore have a positive impact
on the Company's earnings per share as the Company intends to cancel all of
the Ordinary Shares acquired in connection with the Tender Offer.
The Company intends to renew its general share buyback authority at its next
annual general meeting which is currently expected to take place on 29 June
2023 (the "2023 AGM"). Therefore, the Tender Offer is being made in addition
to any share buyback programme which may be announced by the Company following
the 2023 AGM assuming that the general share buyback authority is passed by
shareholders at the 2023 AGM (the "Buyback Programme"). To the extent that the
Company decides to undertake a Buyback Programme, the Company would be
entitled to repurchase Ordinary Shares of up to a maximum of 2,406,313
Ordinary Shares to the extent that the general authority to repurchase
Ordinary Shares will be granted by Shareholders at the 2023 AGM.
Principal Terms of the Tender Offer
Shore Capital Stockbrokers will implement the Tender Offer by acquiring, as
principal, the successfully tendered Ordinary Shares at the Tender Price.
Ordinary Shares purchased by Shore Capital Stockbrokers pursuant to the Tender
Offer will be purchased by Shore Capital Stockbrokers as principal and such
purchases will be on-market purchases in accordance with the provisions of the
AIM Rules for Companies and the rules of the London Stock Exchange.
Immediately following completion of the Tender Offer, Shore Capital
Stockbrokers shall sell such Ordinary Shares to the Company, at a price per
Ordinary Share equal to the Tender Price, pursuant to the Repurchase
Agreement. Purchases of Ordinary Shares by the Company pursuant to the
Repurchase Agreement will also be on-market purchases in accordance with the
provisions of the AIM Rules for Companies and the rules of the London Stock
Exchange. All of the Ordinary Shares purchased by the Company pursuant to the
Repurchase Agreement in connection with the Tender Offer will be cancelled.
The maximum number of Ordinary Shares that may be purchased under the Tender
Offer will equate to approximately 16.6 per cent. (16.6%) of the Issued
Ordinary Share Capital at the Tender Offer Record Date (excluding any Ordinary
Shares held in treasury). As at the Latest Practicable Date, there are
24,063,131 Ordinary Shares in issue (excluding 440,388 Ordinary Shares being
held in treasury). The Tender Offer is conditional on, among other matters,
the receipt of valid tenders in respect of at least 240,631 Ordinary Shares
(representing approximately 1.0 per cent. (1%) of the Company's issued share
capital as at the Latest Practicable Date) (excluding any Ordinary Shares held
in treasury). Assuming the maximum number of Ordinary Shares is validly
tendered, up to 4,000,000 Ordinary Shares may be purchased under the Tender
Offer for a maximum aggregate consideration of up to £9 million. If such
maximum number of Ordinary Shares that may be tendered is repurchased by the
Company for cancellation pursuant to the Tender Offer, the total number of
Ordinary Shares of the Company in issue following such cancellation will be
20,063,131 (excluding the 440,388 Ordinary Shares being held in treasury). The
Company also intends to cancel all other Ordinary Shares held in treasury at
the same time.
Successfully tendered Ordinary Shares will be cancelled and will not rank for
any future dividends. However, assuming Shareholders approve the Company's
final dividend of 7.35p per share at the 2023 AGM, Shareholders on the
register of members on 13 July 2023, being the record date for the final
dividend, will receive such final dividend on 28 July 2023 in respect of the
Ordinary Shares they hold as at such record date.
Guaranteed Entitlement
Tenders in respect of approximately 16.6 per cent. (16.6%) of the Ordinary
Shares held by each Qualifying Shareholder on the Record Date will be accepted
in full at the Tender Price and will not be scaled down even if the Tender
Offer is oversubscribed. This percentage is known as the "Guaranteed
Entitlement". Qualifying Shareholders may tender such number of Ordinary
Shares in excess of their Guaranteed Entitlement up to the total number of
Ordinary Shares held by each Qualifying Shareholder on the Record Date (the
"Excess Entitlement") and, to the extent that other Qualifying Shareholders do
not tender any of their Ordinary Shares or tender less than their Guaranteed
Entitlement, those Qualifying Shareholders may be able to tender such Excess
Entitlement through the Tender Offer. However, if the Tender Offer is
oversubscribed, the tender of any such Excess Entitlement will only be
successful to the extent that other Shareholders have tendered less than their
Guaranteed Entitlement or tendered no Ordinary Shares and may be subject to
scaling-down.
Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will take place. The Tender Offer
is conditional on the passing of the Resolution as set out in the Notice of
General Meeting and on the satisfaction of the other Tender Conditions as set
out in the Circular. In particular, the Tender Offer is conditional on the
receipt by 1:00 p.m. on the Closing Date of valid tenders in respect of at
least 240,631 Ordinary Shares (representing approximately one per cent. (1%)
of the Company's issued share capital (excluding any Ordinary Shares held in
treasury) as at the Latest Practicable Date).
The Company has reserved the right at any time prior to the announcement of
the results of the Tender Offer, with the prior consent of Shore Capital
Stockbrokers, to extend the period during which the Tender Offer is open
and/or vary the aggregate value of the Tender Offer, based on market
conditions and/or other factors, subject to compliance with applicable legal
and regulatory requirements. The Company has also reserved the right, in
certain circumstances, to require Shore Capital Stockbrokers, not to proceed
with the Tender Offer. Any such decision will be announced by the Company
through a Regulatory Information Service.
To the extent that Qualifying Shareholders tender for significantly less than
the total amount that may be returned to Shareholders pursuant to the Tender
Offer, or where the Company decides not to proceed with the Tender Offer, the
Company will consider alternative options regarding how best to deploy any
such cash surplus or to return these funds to Shareholders, including by way
of a share buyback programme or by way of a distribution of dividends, taking
into consideration the then prevailing market conditions and other relevant
factors at the relevant time.
Results announcement and unconditional date
As set out in the expected timetable of principal events below, it is expected
that the results of the Tender Offer will be announced on 23 June 2023, at
which time the Tender Offer is expected to become unconditional subject to the
Tender Conditions described in the Circular having been satisfied. The
decision of the Company as to the results of the Tender Offer (including,
without limitation, the basis on which tenders in excess of the Guaranteed
Entitlement are satisfied, scaled back or rounded down) shall be final and
binding on all Shareholders.
General Meeting to approve the Resolution
The Tender Offer requires the approval by Shareholders of the Resolution at
the General Meeting. For this purpose, the Company is convening the General
Meeting for 11:00 a.m. on 19 June 2023 to consider and, if thought fit, pass
the Resolution to authorise and to approve the terms under which the Tender
Offer will be effected.
The Resolution must be passed on a poll by at least seventy-five per cent.
(75%) of those Shareholders present in person or by proxy and entitled to vote
at the General Meeting. The Company will not purchase Ordinary Shares pursuant
to the Tender Offer unless the Resolution is duly passed.
Tax
Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK, or
who are in any doubt as to the potential tax consequences of tendering their
Ordinary Shares under the Tender Offer, are strongly recommended to consult
their own independent professional advisers before tendering their Ordinary
Shares under the Tender Offer.
Overseas Shareholders
The Tender Offer is not being made directly or indirectly in, into or from or
by use of the mail or by any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States or any other Restricted Jurisdiction and the Tender Offer cannot
be accepted by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction.
Accordingly, copies of the Tender Form are not being and must not be mailed or
otherwise distributed or sent in, into, or from a Restricted Jurisdiction,
including to Shareholders with registered addresses in a Restricted
Jurisdiction, or to persons who are custodians, nominees or trustees holding
Ordinary Shares for persons in a Restricted Jurisdiction.
Employee share incentive plans and impact of Tender Offer on Dilution Limit
Policy
The Company operates a number of different share incentive plans for its
employees, namely the Enterprise Management Incentive ("EMI") scheme; the Save
As You Earn ("SAYE") scheme; the Company Employees Joint Share Ownership Plan
("JSOP"); the Company Share Option Plan ("CSOP"); the Company Performance
Share Plan ("PSP") and an Unapproved Share Option Plan ("USOP").
As previously announced by the Company on 16 March 2022, and following a
consultation process with shareholders, the Company adopted a policy on
dilution limits, in which whilst the potential dilution limit (including all
share awards granted under the Company's employee share incentive plans since
January 2015) was increased to 18% per cent. (18%), this potential dilution
limit was expected to reduce by 2025 to 15% per cent. (15%) of the ordinary
share capital of the Company viewed over a 10-year rolling period (the
"Dilution Limit Policy").
The proposed Tender Offer and subsequent cancellation of successfully tendered
Ordinary Shares will impact the Dilution Limit Policy, as this will reduce the
issued ordinary share capital upon which the Dilution Limit Policy is based.
Specifically, assuming the maximum number of Ordinary Shares is validly
tendered pursuant to the Tender Offer, this will have the effect of increasing
the potential dilution limit to 20% per cent. (20%) (from 18% per cent. (18%))
in the short term, before subsequently falling (by 2026; previously 2025) to a
limit of 15% per cent. (15%) of the ordinary share capital of the Company
viewed over a 10-year rolling period.
Actions to be taken
General Meeting
Whether or not you intend to attend the General Meeting, you are urged to
complete, sign and return the Form of Proxy in accordance with the
instructions printed thereon and the notes to the Notice of General Meeting.
To be valid, a proxy appointment must be received by post or by hand (during
normal business hours only) by the Company's Registrar at Share Registrars
Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, as
soon as possible and, in any event, not later than 11:00 a.m. on 15 June 2023
(or, in the case of an adjournment of the General Meeting, not later than 48
hours (excluding non-Business Days) before the time fixed for the holding of
the adjourned meeting).
If you hold Ordinary Shares in CREST, you may appoint a proxy by completing
and transmitting a CREST Proxy Instruction (in accordance with the procedures
set out in the CREST Manual) to the Registrar, under CREST Participant ID
number 7RA36. Proxies appointed electronically must be completed online as
soon as possible and, in any event, so as to be received by no later than
11:00 a.m. on 15 June 2023 (or, in the case of an adjournment, not later than
48 hours (excluding non-Business Days) before the time fixed for the holding
of the adjourned meeting).
Alternatively, you may appoint a proxy electronically by logging on to
www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then
following the on-screen instructions. Proxy votes must be received no later
than 11:00 a.m. on 15 June 2023 (or, in the case of an adjournment, not later
than 48 hours (excluding non-Business Days) before the time fixed for the
holding of the adjourned meeting).
Completion and return of a Form of Proxy by post, the giving of a CREST Proxy
Instruction or submitting your online proxy vote via the Registrars website,
will not preclude Shareholders from attending and voting in person at the
General Meeting, or any adjournment thereof, (in each case, in substitution
for their proxy vote) if they wish to do so and are so entitled.
Participation in the Tender Offer
If you are a Qualifying Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender all or any of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in the Circular and return it by post in the accompanying
reply-paid envelope (for use in the UK only) or by hand (during normal
business hours only) to Share Registrars Limited, 3 The Millennium Centre,
Crosby Way, Farnham, Surrey, GU9 7XX, together with your share certificate(s)
in respect of the Ordinary Shares tendered.
If you are a Qualifying Shareholder and hold your Ordinary Shares in
Uncertificated Form and you wish to tender all or any of your Ordinary Shares,
you should arrange for the Ordinary Shares tendered to be transferred into
escrow by not later than 1:00 p.m. on 22 June 2023 as described in the
Circular/send the TTE Instruction through CREST so as to settle by no later
than 1:00 p.m. on 22 June 2023.
If you do not wish to sell any of your Ordinary Shares in the Tender Offer, do
not complete and return the Tender Form or submit a TTE Instruction (as
applicable).
Board intentions
Each of the Directors (with the exception of Kate Allum who is not a
Shareholder) has confirmed that they do not intend to tender any of their
current individual beneficial holding of Ordinary Shares through the Tender
Offer. In this regard, the Company has received irrevocable undertakings from
each of the Directors (with the exception of Kate Allum who is not a
Shareholder) that they will each respectively 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), and
therefore, other Qualifying Shareholders will be able to tender for more than
their Guaranteed Entitlement.
Recommendation by the Board
The Directors consider that the Tender Offer is in the best interests of the
Shareholders as a whole. Accordingly, the Board unanimously recommends that
you vote in favour of the Resolution, as the Directors (with the exception of
Kate Allum who is not a Shareholder) intend to do for their respective
individual beneficial holdings of, in aggregate, 347,392 Ordinary Shares,
representing approximately 1.4 per cent. (1.4%) of the Issued Ordinary Share
Capital of the Company as at the Latest Practicable Date.
The Board makes no recommendation to Qualifying Shareholders in relation to
participation in the Tender Offer itself. Whether or not Qualifying
Shareholders decide to tender all, or any, of their Ordinary Shares will
depend on, among other things, their view of the Company's prospects and their
own individual circumstances, including their own financial and tax position.
Shareholders are required to take their own decision and are recommended to
consult with their duly authorised independent financial or professional
adviser.
If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice. You are advised to read all of the
information contained in the Circular before deciding on the course of action
you will take in respect of the General Meeting and the Tender Offer.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Ordinary Shares
or other securities.
The full terms and conditions of the Tender Offer will be set out in the
Circular, which Shareholders are advised to read in full. Any response to the
Tender Offer should be made only on the basis of the information in the
Circular.
Shore Capital and Corporate Limited ("Shore Capital") and Shore Capital
Stockbrokers which are authorised and regulated in the UK by the FCA, are
acting for the Company and no-one else in connection with the Tender Offer,
and will not be responsible to anyone other than the Company for providing the
protections afforded to customers of Shore Capital and Corporate and Shore
Capital Stockbrokers or for providing advice in relation to the matters
described in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Shore Capital and Shore Capital Stockbrokers under FSMA or the regulatory
regime established thereunder: (i) none of Shore Capital or Shore Capital
Stockbrokers or any persons associated or affiliated with either of them
accepts any responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any other
statement made or purported to be made by, or on behalf of it, the Company or
the Directors, in connection with the company and/or the Tender Offer; and
(ii) each of Shore Capital and Shore Capital Stockbrokers accordingly
disclaims, to the fullest extent permitted by law, all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above) which they might otherwise be found to have in respect of this
announcement or any such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms anticipates,
believes, could, estimates, expects, intends, may, plans, projects, should or
will, or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and circumstances.
Forward-looking statements may, and often do, differ materially from actual
results. Any forward-looking statements in this announcement reflect
Whitbread's current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations and growth
strategy. Other than in accordance with its legal or regulatory obligations
(including under the Disclosure Guidance and Transparency Rules, the Market
Abuse Regulation and the rules of the London Stock Exchange), the Company is
not under any obligation and the Company expressly disclaims any intention or
obligation (to the maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Shareholders who are not resident in the United
Kingdom should read paragraph 5 of Part IV (headed "Overseas Shareholders") of
the Circular and should inform themselves about, and observe, any applicable
legal or regulatory requirements. The Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile transmission,
telex, telephone and e-mail) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, any Restricted Jurisdiction
and the Tender Offer cannot be accepted by any such use, means,
instrumentality or facility or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by the Company and permitted by
applicable law and regulation, neither the Circular nor the Tender Form nor
any related document is being, nor may it be, directly or indirectly, mailed,
transmitted or otherwise forwarded, distributed, or sent in, into or from any
Restricted Jurisdiction, and persons receiving the Circular, the Tender Form
and/or any related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or send it in,
into or from such Restricted Jurisdiction, as to do so may invalidate any
purported acceptance of the Tender Offer. Any person (including, without
limitation, trustees, nominees or custodians) who would or otherwise intends
to, or who may have a contractual or legal obligation to, forward the
Circular, the Tender Form and/or any related document to any jurisdiction
outside the United Kingdom, should seek appropriate advice before taking any
action.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the Circular and the Notice of General Meeting 2 June 2023
Tender Offer opens 2 June 2023
Latest time and date for receipt of Forms of Proxy 11:00 a.m. on 15 June 2023
General Meeting 11:00 a.m. on 19 June 2023
Announcement of results of the General Meeting 19 June 2023
Latest time and date for receipt of Tender Forms and share certificates in 1:00 p.m. on 22 June 2023
relation to the Tender Offer (i.e. close of Tender Offer)
Latest time and date for receipt of TTE Instructions in relation to the Tender 1:00 p.m. on 22 June 2023
Offer (i.e. close of Tender Offer)
Tender Offer Record Date 6:00 p.m. on 22 June 2023
Announcement of results of the Tender Offer 23 June 2023
Purchase of Ordinary Shares under the Tender Offer 23 June 2023
CREST accounts credited for revised, uncertificated holdings of Ordinary by 7 July 2023
Shares
Cheques despatched in respect of Tender Offer proceeds for certificated by 7 July 2023
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of by 7 July 2023
certificated Ordinary Shares
Despatch of balancing share certificates (in respect of certificated Ordinary by 7 July 2023
Shares) for revised, certificated holdings in the case of partially successful
tenders
All times are references to London (UK) times. Each of the above times and
dates are indicative only and based on the Company's expectations as at the
date of this announcement. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.
All times are references to London (UK) times. Each of the above times and
dates are indicative only and based on the Company's expectations as at the
date of this announcement. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by an announcement
through a Regulatory Information Service.
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
2023 AGM the Company's next annual general meeting, expected to be held on 29 June 2023
Act the Companies Act 2006, as amended from time to time
AIM AIM, a market operated by the London Stock Exchange
AIM Rules for Companies the AIM Rules for Companies of the London Stock Exchange as amended from time
to time
Board or Board of Directors or Directors of the Company the directors of the Company
Business Day any day other than a Saturday, Sunday or public holiday on which banks are
open in the City of London for the transaction of general commercial business
certificated form or certificated in relation to a share, a share, title to which is recorded in the relevant
register of the share concerned as being held in certificated form (that is,
not in CREST)
Circular the Company's circular to Shareholders, to be published on 2 June 2023
Closing Date 22 June 2023 or such other date as may be determined in accordance with the
Circular in relation to the Tender Offer
Company or Anpario Anpario plc, a public limited company incorporated in England with registered
number 3345857 and registered office Unit 5, Manton Wood, Enterprise Park,
Worksop, S80 2RS
CREST the paperless settlement procedure operated by Euroclear enabling system
securities to be evidenced otherwise than by certificates and transferred
otherwise than by written instrument
CREST Manual the rules governing the operation of CREST as published by Euroclear
CREST Member a person who has been admitted by Euroclear as a system member (as defined in
the CREST Regulations)
CREST Participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST Proxy Instruction a proxy appointment or instruction made via CREST authenticated in accordance
with Euroclear's specifications and containing the information set out in the
CREST manual
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
from time to time
Disclosure and Transparency Rules or DTRs the Disclosure Guidance and Transparency Rules of the FCA made under Part VI
of FSMA, as amended from time to time
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Entitlement has the meaning given to that term in this announcement
FCA the Financial Conduct Authority of the United Kingdom
Form of Proxy (a) the hard copy proxy form accompanying the Circular; or (b) the electronic
proxy form to appoint a proxy electronically by logging on to
www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then
following the on-screen instructions, as the case may be, in each case, to be
used in connection with the General Meeting and to be completed and submitted
in accordance with the instructions thereof and the terms and conditions of
the Circular
FSMA the Financial Services and Markets Act 2000, as amended from time to time
General Meeting the general meeting of the Company to be held at the offices of DLA Piper UK
LLP at 160 Aldersgate Street, EC1A 4HT, London, United Kingdom, at 11:00 a.m.
on 19 June 2023, or any adjournment thereof, notice of which will be set out
in the Circular
Group the Company and its Subsidiaries and Subsidiary undertakings
Guaranteed Entitlement has the meaning given to that term in this announcement
Issued Ordinary Share Capital the issued Ordinary Shares at the Tender Offer Record Date
Latest Practicable Date 1 June 2023, being the latest practicable date prior to the publication of
this announcement
London Stock Exchange London Stock Exchange plc
Member account ID the identification code or number attached to any member account in CREST
Notice of General Meeting the notice of the General Meeting which will appear in the Circular
Ordinary Shares the ordinary shares of 23 pence each in the capital of the Company
Overseas Shareholders a Shareholder who is a resident in, or a national or citizen of, a
jurisdiction outside the United Kingdom
Participant ID the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant
Qualifying Shareholder Shareholders who are entitled to participate in the Tender Offer, being those
who are on the Register on the Tender Offer Record Date and excluding those
with a registered address in a Restricted Jurisdiction
Repurchase Agreement the Repurchase Agreement dated 2 June 2023, between Shore Capital Stockbrokers
and the Company, the terms of which will be summarised in the Circular
Register the Company's register of members
Registrar or Receiving Agent Share Registrars Limited of 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX, as Registrar and Receiving Agent
Regulatory Information Service a service approved by the FCA for the distribution to the public of regulatory
announcements and included within the list maintained on the FCA's website
Resolution the special resolution to be proposed at the General Meeting, as set out in
the Notice of General Meeting
Restricted Jurisdictions each and any of Australia, Canada, Japan, New Zealand, the United States,
Singapore, the Republic of South Africa and any other jurisdiction where the
mailing of the Circular or the accompanying documents, or the extension of the
Tender Offer, in the manner contemplated by the Circular into or inside such
jurisdiction would constitute a violation of the laws of such jurisdiction
Shareholders the holders of the Ordinary Shares from time to time
Share Registrars Limited Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham,
Surrey, GU9 7XX, as Registrar and Receiving Agent
Shore Capital Stockbrokers Shore Capital Stockbrokers Limited
Subsidiary a subsidiary as that term is defined in section 1159 of the Companies Act 2006
Tender Conditions shall have the meaning given in the Circular
Tender Form the form enclosed with the Circular for use by Shareholders who hold Ordinary
Shares in certificated form in connection with the Tender Offer
Tender Offer the invitation to Shareholders to tender Ordinary Shares on the terms and
conditions set out in the Circular and also, in the case of certificated
Ordinary Shares only, the Tender Form (and, where the context so requires, the
associated repurchase of such Ordinary Shares by the Company from Shore
Capital Stockbrokers)
Tender Offer Record Date or Record Date close of business (6:00 p.m., UK time) on 2 June 2023 or such other time and
date as may be determined by the Company in its sole discretion
Tender Price 225p being the price per ordinary share at which the Ordinary Shares will be
purchased pursuant to the Tender Offer
TTE Instruction a transfer to escrow instruction (as defined by the CREST Manual)
Uncertificated Form recorded on the Register as being held in uncertificated form in CREST and
title to which, by virtue of the Uncertified Securities Regulations, may be
transferred by means of CREST
United Kingdom or UK United Kingdom of Great Britain and Northern Ireland, its territories and
dependencies
United States or USA United States of America, its territories, its possessions, any state of the
United States and the District of Columbia
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