REG - Bigblu Broadband PLC - Proposed return of up to £6.1m to shareholders

Bigblu BroadbandAnnouncement

03/03/2025 07:15

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RNS Number : 9812Y  Bigblu Broadband PLC  03 March 2025

 
 

 

 

3 March 2025

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE
IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL. TO MAKE SUCH
OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

 

THIS RELEASE CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE EU MARKET ABUSE REGULATION (2014/596/EU), OR EU MAR, AND OF THE UK VERSION
OF THE EU MAR AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT (AS AMENDED).

 

Bigblu Broadband plc

(the "Company")

Proposed return of up to £6.1 million to shareholders

On 23 December 2024, the Bigblu Broadband plc (AIML BBB.L), a leading provider
of alternative super-fast and ultra-fast broadband services, announced the
completion of the disposal of its Australian subsidiary, SkyMesh, to a newly
formed bidco SKM Telecommunication Services Pty Ltd. Pursuant to the terms of
the disposal, on completion the Company received a cash payment of AUD$30.0
million (c.£14.9 million). As set out in the circular to shareholders dated 3
December 2024, it was the intention of the Board to assess its ongoing capital
requirements with the intention to return any surplus cash to Shareholders
post-repayment of Santander facilities together with accrued interest and
charges.

 

Accordingly, the Company announces that it will shortly be posting a circular
(the "Circular") setting out the details of a proposed return of capital to
Shareholders of up to £6.1 million by way of a purchase of up to 15,250,000
Ordinary Shares held by Qualifying Shareholders (the "Tender Offer"). The
Tender Offer will be conducted at a fixed price of 40 pence per Ordinary
Share, representing a premium of approximately 42.9 per cent to the mid-market
closing price on the 28 February 2025 (the "Latest Practicable Date"); and a
premium of approximately 25 per cent. to the volume weighted average price of
32 pence per Ordinary Share over three months prior to the Latest Practicable
Date.

 

If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this will result in the purchase of approximately 26 per cent. of the
Company's Issued Ordinary Share Capital as at the Latest Practicable Date.

 

The Tender Offer is being effected by Cavendish, the Company's corporate
broker, as principal on the basis that all Ordinary Shares that it buys under
the Tender Offer will be subsequently repurchased from it by the Company
pursuant to the terms of the Option Agreement. All shares purchased from
Cavendish by the Company will be cancelled.

 

The Circular sets out the background to and reasons for the Tender Offer and
the Capital Reduction and why the Directors believe the Tender Offer and the
Capital Reduction to be in the best interests of the Company and its
Shareholders as a whole. The Circular also contains details on the procedure
that should be followed by those Qualifying Shareholders who wish to
participate in the Tender Offer. Qualifying Shareholders are not obliged to
tender any of their Ordinary Shares if they do not wish to do so.

 

Capitalised terms in this announcement shall have the same meaning as set out
in the Circular.

 

For further information

 Bigblu Broadband PLC                                                               www.bbb-plc.com (http://www.bbb-plc.com/)
 Frank Waters, Chief Executive Officer                                              www.bbb-plc.com
 Cavendish Capital Markets Limited (Nomad and Broker)                               Tel: +44 (0)20 7220 0500

 Marc Milmo / Finn Gordon (Corporate Finance)

 Tim Redfern / Jamie Anderson (ECM)
                              Cautionary note 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
"believes", "estimates", "forecasts", "plans", "prepares", "targets",
"anticipates", "projects", "expects", "intends", "may", "will", "seeks", or
"should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places throughout
this announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning, amongst
other things, the Company's prospects, growth and strategy. No statement in
this announcement is intended to be a profit forecast and no statement in this
announcement should be interpreted to mean the Company's performance in future
would necessarily match or exceed the historical published performance of the
Company.

 

By their nature, forward-looking statements involve risks and uncertainties
because they relate to future events and depend on circumstances that may or
may not occur in the future. Forward-looking statements are not guarantees of
future performance. The Company's actual performance, achievements and
financial condition may differ materially from those expressed or implied by
the forward-looking statements in this announcement. In addition, even if the
Company's results of operations, performance, achievements and financial
condition are consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative of results
or developments in subsequent periods.

 

Any forward-looking statements that the Company makes in this announcement
speak only as of the date of such statement, and none of the Company or the
Directors undertake any obligation to update such statements unless required
to do so by applicable law. Comparisons of results for current and any prior
periods are not intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as historical
data.

 

1.   Background and reasons for the Capital Reduction and Tender Offer

 

On 23 December 2024, the Company announced the completion of the disposal of
its Australian subsidiary, SkyMesh, to a newly formed bidco SKM
Telecommunication Services Pty Ltd. Pursuant to the terms of the disposal, on
completion the Company received total consideration of c.AUD$43.3 million
(c.£21.6 million) of which AUD$30m was satisfied in cash and AUD$13.3 million
was satisfied through the issue of shares in SKM Telecommunications, the
entity that acquired SkyMesh.

 

Following receipt of the cash on completion, the Company has repaid all of its
outstanding revolving credit facility with Santander including accrued
interest and charges (c.£6.9 million) and settled all deal and related costs
of c.£0.9 million. The Board undertook to Shareholders that it would
undertake a review of its current and future capital requirements with the
expectation that it would return surplus cash to shareholders having assessed
its requirements. Post this review, the Board is delighted to announce a
proposed capital return of £6.1 million by way of the Tender Offer.

 

In order to create sufficient distributable reserves to make the Tender Offer,
the Company has to undertake a Capital Reduction.

 

The Company has built up a substantial Capital Redemption Reserve and Share
Premium Account Reserve. At the date of this document, the reserves held in
the Capital Redemption Reserve are £26,120,129 and the reserves held in the
Share Premium Account Reserve are £8,608,265. It is proposed that the Capital
Redemption Reserve be reduced to zero and the Share Premium Account Reserve
reduced by £5,879,871, so £2,728,394 will be left in the Share Premium
Account Reserve.

 

Following the implementation of the Capital Reduction there will be no change
in the number of Ordinary Shares in issue. If approved by Shareholders and
subsequently confirmed by the Court in the terms proposed by your Board, the
effect of the Capital Reduction will be to release the entire amount standing
to the credit of the Capital Redemption Reserve and the part of the amount
standing to the credit of the Share Premium Account Reserve so that £32
million is credited to the distributable reserves of the Company. The
implementation of the Capital Reduction is subject to a number of criteria and
legal processes which are explained further below.

 

The Capital Redemption Reserve relates to the cash redemption of the bonus B
shares issued in order to return £26 million to ordinary shareholders in
October 2021, equivalent to 45 pence per share. This followed the disposals of
the Company's European satellite broadband assets and the majority of its
stake in Quickline Communications Limited. These disposals realised
significant value for shareholders and also allowed the Company to repay its
debt facilities in their entirety and secure a new RCF, with its lead banking
partner Santander.

 

In particular, the Capital Redemption Reserve and Share Premium Account
Reserve are non-distributable capital reserves and the Company's ability to
use any amount credited to those reserves is limited by the Companies Act
2006. However, with the approval of its shareholders by way of a special
Resolution and subsequent confirmation by the Court, a company may reduce or
cancel its capital redemption reserve and share premium account reserve and in
certain circumstances either return all or part of the sum arising to
shareholders as a return of capital, or credit some or all of such sum arising
to its profit and loss account.

To the extent that the release of such a sum from the Capital Redemption
Reserve and Share Premium Account Reserve creates or increases a credit on the
profit and loss account, that sum represents distributable reserves of the
Company.

 

2.   The Capital Reduction

 

The Proposal requires the approval of the Shareholders by special Resolution
at the General Meeting and the Capital Reduction requires subsequent
confirmation by the Court. If the Resolution is passed at the General Meeting,
it is proposed that an application will be made shortly thereafter to the
Court to confirm the Capital Reduction. It is expected that the final hearing
of the application will take place on 15 April 2025.

 

On the hearing of the Company's application, the Court will be concerned to
ensure that the Company's creditors are not prejudiced by the Capital
Reduction. The Company and the Directors will take such steps to satisfy the
Court in this regard as they consider appropriate. Such steps may include
seeking the consent of the Company's creditors to the Capital Reduction or the
provision by the Company to the Court of an undertaking to deposit a sum of
money into a blocked account created for the purpose of discharging the
non-consenting creditors of the Company. If the Court makes the appropriate
order, the Capital Reduction will become effective when the order has been
registered by the Registrar of Companies which is expected to take place
within 21 days following 15 April 2025.

 

The Board has undertaken a thorough and extensive review of the Company's
liabilities (including prospective and contingent liabilities) and considers
as at the date of this document that the Company will be able to satisfy the
Court that, as at the date (if any) on which the Court Order relating to the
Capital Reduction and the statement of capital in respect of the Capital
Reduction have both been registered by the Registrar of Companies at Companies
House, the Company's creditors will not be prejudiced and/or will be
sufficiently protected to the satisfaction of the Court.

 

The Capital Reduction will not involve any distribution or repayment of
capital and will not reduce the underlying net assets of the Company.

 

The Board reserves the right to abandon or discontinue (in whole or in part)
the Capital Reduction and the application to the Court in the event that the
Board considers that the terms on which the Capital Reduction would be (or
would likely to be) confirmed by the Court would not be in the best interests
of the Company and/or the Shareholders as a whole.

 

The Capital Reduction is dependent on the Resolution being passed and upon
being confirmed by the Court. If the Resolution is not passed or the Capital
Reduction is not confirmed by the Court, the Capital Reduction will not
proceed. The Board is recommending the Capital Reduction.

 

Subject to the completion of the Capital Reduction and the passing of the
Tender Offer Resolution by Shareholders at the General Meeting, the Directors'
current intention is to give Qualifying Shareholders the opportunity to tender
their Ordinary Shares through the Tender Offer for cash. Each Qualifying
Shareholder will be entitled to sell up to approximately 26 per cent. of the
Ordinary Shares registered in their name on the Register as at the Tender
Offer Record Date (the "Basic Entitlement"), rounded down to the nearest whole
number of Ordinary Shares under the Tender Offer.

 

The Tender Offer Resolution will give the Directors authority to distribute
approximately £6.1 million to Shareholders through the Tender Offer at a
fixed price per share of 40 pence (the "Tender Price"). The Tender Price
represents a premium of approximately 42.9% to the closing price of a Company
Ordinary Share on 28 February 2025, the last practical dealing day prior to
the announcement of the Tender Offer.

 

3.   Benefits of the Tender Offer

 

The Board considered the various options for returning cash to Shareholders
and determined that the Tender Offer would be the most appropriate method. In
particular, the Tender Offer:

 

i.    is available to all Qualifying Shareholders regardless of the size of
their holding;

ii.    provides Qualifying Shareholders with the choice of whether or not
they wish to tender all, part or none of their respective Basic Entitlements
and thus permits Shareholders who wish to retain their current investment in
the Company in Ordinary Shares to do so; and

iii.   will allow the Company to broaden the return of cash to include those
Qualifying Shareholders whose Ordinary Shares might not otherwise be purchased
by the Company through a general on-market buy back.

 

4.   Structure of the Tender Offer

 

The Tender Offer will be implemented on the basis of Cavendish, as principal,
acquiring the successfully tendered Ordinary Shares at the Tender Price.
Immediately following completion of the Tender Offer, Cavendish shall sell
such Ordinary Shares to the Company at the Tender Price, pursuant to the
Option Agreement. These acquisitions by the Company will be market purchases
in accordance with the provisions of the Companies Act 2006 and the rules of
the London Stock Exchange and the FCA. It is expected that Qualifying
Shareholders who successfully tender their Ordinary Shares will receive
payment for such Ordinary Shares by 6 May 2025. In turn, Cavendish has the
right to require the Company to purchase such Ordinary Shares from it at the
same price under the Option Agreement, details of which are set out in
paragraph 1.3 of Part IV of this document. If Cavendish does not exercise its
right to require the Company to purchase such Ordinary Shares, the Company has
the right - and intends to exercise such right if Cavendish has not exercised
its right by 6.00 p.m. on 25 April 2025 (being the day which is three Business
Days after the closing date of the Tender Offer) - to require Cavendish to
sell such Ordinary Shares to it at the Tender Price. The Company intends to
cancel any repurchased Ordinary Shares.

 

The Tender Offer will be open to all Shareholders on the Register on the
Tender Offer Record Date, save for those who are Shareholders subject to the
securities laws of a Restricted Jurisdiction. Qualifying Shareholders must
consider carefully all of the information contained in the Circular as well as
their personal circumstances when deciding whether to participate in the
Tender Offer.

 

Qualifying Shareholders may participate in the Tender Offer by tendering
either all or a proportion of their registered holdings of Ordinary Shares.
Each Qualifying Shareholder will be entitled to sell their Basic Entitlement
under the Tender Offer (subject only to any scaling back as a result of
shareholdings of 200 or fewer Ordinary Shares being accepted as referred to in
paragraph 2.18 of Part IV). The Tender Offer will also present tendering
Qualifying Shareholders with an opportunity to sell an Individual Excess
Tender to the extent that other Shareholders tender less than their Basic
Entitlement.

 

The Tender Offer is subject to, amongst other things, the passing of the
Tender Offer Resolution.

 

To the extent that any Shareholders have tendered less than their Basic
Entitlement under the Tender Offer, Individual Excess Tenders will be accepted
in proportion to the Total Excess Tenders so that the total number of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed 15,250,000. The
process by which Individual Excess Tenders will be scaled back, if necessary,
is described further in paragraph 2.18 of Part IV of the Circular.

 

As at 28 February 2025, being the Latest Practicable Date before the
publication of the Circular, there are 58,847,018 Ordinary Shares in issue.
Should the maximum number of Ordinary Shares be validly tendered, up to
15,250,000 Ordinary Shares may be purchased under the Tender Offer for a
maximum aggregate consideration of approximately £6.1 million. Following
completion of the Tender Offer, the Issued Ordinary Share Capital will be
reduced to 43,597,018 Ordinary Shares, assuming the Tender Offer is taken up
in full.

 

The Tender Offer will close at 1.00 p.m. on 22 April 2025 and tenders received
after that time will not be accepted (unless the Tender Offer is extended).

 

5.   Purchase of Ordinary Shares

 

Successfully tendered Ordinary Shares will be purchased from Qualifying
Shareholders by Cavendish, acting as principal free of commission and dealing
charges.

 

Any Ordinary Shares repurchased by the Company from Cavendish following the
purchase by Cavendish will be cancelled. Any rights of Shareholders who do not
participate in the Tender Offer will be unaffected by the Tender Offer.

 

All Shareholders who tender Ordinary Shares will receive the Tender Price,
subject, where applicable, to the scaling-down arrangements described below
and set out in full in paragraphs 2.17 and 2.18 of Part IV of the Circular.

 

If more than 15,250,000 Ordinary Shares are validly tendered by Qualifying
Shareholders and the Tender Offer is oversubscribed, acceptances of validly
tendered Ordinary Shares will be scaled-down to determine the extent to which
individual tenders are accepted. Accordingly, where scaling-down applies,
beyond a Qualifying Shareholder's Basic Entitlement there is no guarantee that
all of the Ordinary Shares which are tendered by Qualifying Shareholders will
be accepted for purchase.

 

6.   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, among other things:

i.    the passing of the Capital Reduction Resolution and the Tender Offer
Resolution as set out in the Notice of General Meeting and on satisfaction of
the other conditions specified in Part IV of the Circular; and

ii.    approval of the Capital Reduction by the Court and subsequent
completion of the Capital Reduction.

The Tender Offer is also conditional on there not arising any material adverse
change or certain other force majeure events prior to the closing of the
Tender Offer. Further details of these conditions are set out in paragraph 2
of Part IV of the Circular.

 

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 Cavendish, 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 Cavendish, not to proceed with the Tender Offer. Any
such decision will be announced by the Company through a Regulatory
Information Service.

 

7.   Full terms and conditions of the Tender Offer

 

Full details of the Tender Offer, including the terms and conditions on which
it is made, will be set out in Part IV of the Circular. Some questions and
answers related to the Tender Offer will be set out in Part VI of the
Circular.

 

8.   Trading update

 

The Company's financial year concluded on 30 November 2024, prior to the
announcement of the proposed disposal of SkyMesh. FY24 also saw the Company
successfully dispose of its Nordic operations in May 2024. The Company expects
to announce its full year results for the year ended 30 November 2024 in May
2025, following the conclusion of the Tender Offer and expects to report Group
revenues of approximately £23.4 million and adjusted EBITDA of c.£3.0
million for the continuing operations and discontinued operations of the Group
(therefore including the Nordic business sold in May 2024 and SkyMesh sold
post year end in December 2024). These figures remain subject to audit.

 

9. General Meeting to approve the Capital Reduction Resolution and the Tender
Offer Resolution

 

In order to comply with applicable company law, the Capital Reduction and
Tender Offer requires the approval of Shareholders at a general meeting of the
Company. The Company is convening a General Meeting for 10.00 a.m. on 19 March
2025 to consider and, if thought fit, pass:

 

i.  the Capital Reduction Resolution to authorise and to approve the
reduction of the Capital Redemption Reserve and Share Premium Account Reserve
and the creation of distributable reserves; and

ii.   the Tender Offer Resolution to authorise and to approve the terms under
which the Tender Offer will be effected.

 

The Board believes that it is in Shareholders' best interests to conduct this
General Meeting, and if approved, confirm the results of the Tender Offer as
soon as possible. The Tender Offer Resolution must be passed by a majority of
at least 75 per cent. of the votes cast at the General Meeting. The Company
will not purchase Ordinary Shares pursuant to the Tender Offer unless the
Tender Offer Resolution is duly passed.

 

Shareholders will find enclosed with this document a Form of Proxy for use in
connection with the General Meeting. Whether or not you intend to tender any
of your Ordinary Shares under the Tender Offer you are requested to complete
and return the Form of Proxy as soon as possible and, in any event, so as to
be received by Share Registrars Limited, 3 The Millenium Centre, Crosby Way,
Farnham, GU9 7XX no later than 10.00 a.m. on 17 March 2025.

 

The Company strongly encourages all Shareholders to submit their Form of
Proxy, appointing the Chairman of the General Meeting as proxy. To appoint
more than one proxy, additional Forms of Proxy may be obtained by contacting
the Shareholder Helpline on +44 (0) 1252 821390 between 9.00 a.m. and 5.00
p.m. (London time) from Monday to Friday (excluding public holidays in England
and Wales) or you may photocopy this form. Please indicate in the box next to
the proxy holder's name (see reverse) the number of shares in relation to
which they are authorised to act as your proxy. Please also indicate by
ticking the box provided if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be returned
together in the same envelope.

 

Alternatively, you may appoint a proxy or proxies electronically by using the
CREST electronic voting service or by visiting www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions.

 

The completion and return of a Form of Proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they wish to do
so.

 

10.  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 Part V of the Circular.

 

11.  Overseas Shareholders

 

The attention of Shareholders who are not resident in the United Kingdom is
drawn to 6 of Part IV of the Circular.

 

Qualifying Shareholders who are in any doubt as to their tax position or who
are subject to tax in a jurisdiction other than the UK are strongly
recommended to consult an appropriate professional adviser before tendering
their Ordinary Shares under the Tender Offer.

 

12.  Takeover Code

 

Under Rule 9 of the Takeover Code, any person who acquires an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which the person is already interested, and in which persons acting in concert
with that person is interested, carry 30 per cent. or more of the voting
rights of a company which is subject to the Takeover Code, is normally
required to make a general offer to all the remaining Shareholders to acquire
their shares at the highest price paid by that person (or any persons acting
in concert with them) for shares in the company within the preceding 12
months.

 

Rule 9 of the Takeover Code also provides that any person, together with
persons acting in concert with that person, is interested in shares which in
the aggregate carry not less than 30 per cent. of the voting rights of a
company to which the Takeover Code applies but does not hold shares carrying
more than 50 per cent. of such voting rights, will be unable, without the
Panel's consent, to acquire, either individually or together, any interest in
any further voting rights in the company without being required to make a
general offer to shareholders of that company to acquire their shares at the
highest price paid by that person (or any persons acting in concert with them)
for shares in the company within the preceding 12 months. Persons holding more
than 50 per cent. of the voting rights of a company which is subject to the
Takeover Code will normally have freedom to acquire further shares without
being required to make a general offer to shareholders of that company.

 

The Company has obtained irrevocable undertakings from Harwood Capital, an
existing substantial shareholder of the Company, to confirm that they will
tender no less than their Basic Entitlement under the Tender Offer such that
they will continue to hold less than 30 per cent. of the Company's issued
share capital following completion of the Tender Offer and any potential
subsequent purchase by the Company (pursuant to the Option Agreement) of
Ordinary Shares acquired by Cavendish under the Tender Offer.

 

13.  Irrevocable undertakings and intentions of the Directors relating to the
Tender Offer

 

The Company has received an irrevocable undertaking from Harwood Capital:

 

i.    vote in favour of the Resolutions; and

ii.    tender no less than their Basic Entitlement under the Tender Offer,
representing approximately 26 per cent. of their beneficial holding of
Ordinary Shares, and approximately 6.7 per cent. of the Issued Ordinary Share
Capital as at the date of this document.

 

Further details of this irrevocable undertaking are set out in paragraph 3 of
Part VII of this document.

 

14.  Related Party Transactions

 

The irrevocable undertakings from Harwood Capital to participate in the Tender
Offer as set out in paragraph 13 above is considered a related-party
transaction for the purposes of Rule 13 of the AIM Rules. The directors
(excluding Christopher Mills by virtue of his association with Harwood
Capital) consider, having consulted with Cavendish, the Company's Nominated
Adviser, that the above participation by Harwood Capital in the Tender Offer
is fair and reasonable in so far as Shareholders are concerned.

 

15.  Recommendations

 

The Board believes that the Capital Reduction and the Tender Offer are in the
best interests of the Company and its Shareholders as a whole, and unanimously
recommends that Shareholders vote in favour of the Resolutions as they intend
to do in respect of their own holdings of Ordinary Shares representing, in
aggregate, approximately 2.446 per cent. of the Issued Share Capital of the
Company as at the Latest Practicable Date.

 

The Board is making no recommendation to individual Shareholders in relation
to participation in the Tender Offer. Whether or not Shareholders decide to
tender their Ordinary Shares will depend, amongst other things, on their own
individual circumstances, including their own tax position. Shareholders are
recommended to consult an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and to the
extent of such participation.

 

16.  Expected Timetable of Principal Events

 

 

 Announcement of the Tender Offer and publication of the Circular and Notice of   3 March 2025
 General Meeting
 Tender Offer opens                                                               3 March 2025
 Latest time and date for receipt of Forms of Proxy and electronic voting         10.00 a.m. on 17 March 2025
 instructions
 General Meeting                                                                  10.00 a.m. on 19 March 2025
 Anticipated date to announce results of the General Meeting                      20 March 2025
 Directions Hearing for Capital Reduction                                         31 March 2025
 Confirmation Hearing for Capital Reduction                                       15 April 2025
 Effective date for Capital Reduction                                             17 April 2025
 Latest time and date for receipt of Tender Forms and settlement of TTE           1.00 p.m. on 22 April 2025
 instructions and share certificates in relation to the Tender Offer (i.e.
 close of Tender Offer)
 Tender Offer Record Date                                                         6.00 p.m. on 22 April 2025
 Announcement of results of the Tender Offer                                      23 April 2025
 Purchase of Ordinary Shares under the Tender Offer                               24 April 2025
 CREST accounts credited for revised, uncertificated holdings of Ordinary         by 24 April 2025
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Ordinary Shares)
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated   by 29 April 2025
 Ordinary Shares
 Despatch cheques in respect of Tender Offer proceeds for certificated Ordinary   by 6 May 2025
 Shares
 Return of share certificates in respect of unsuccessful tenders of               by 6 May 2025
 certificated Ordinary Shares
 Despatch of balancing share certificates (in respect of certificated Ordinary    by 6 May 2025
 Shares) for revised, certificated holdings in the case of partially successful
 tenders

 

All times are references to London times and are indicative only and may
change. Each of the above times and dates is based on the Company's
expectations as at the date of this Circular. 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.

 

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