REG - Bonhill Group PLC - Result of General Meeting

BonhillAnnouncement

23/06/2023 11:15

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RNS Number : 7559D  Bonhill Group PLC  23 June 2023

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

23 June 2023

Bonhill Group plc

("Bonhill" or the "Company")

 

Result of General Meeting

and

Expected timetable of principal events

 

Further to its announcement on 7 June 2023 (the "Announcement"), Bonhill (AIM:
BONH) confirms that at the General Meeting held earlier today, all Resolutions
were duly passed.

 

As set out in the Announcement, Richard Staveley stepped down from the Board
as a Non-Executive Director following the passing of the Resolutions.

 

In addition, the Company now expects Completion of the disposal of its US
Business, InvestmentNews LLC, and receipt of the consideration to take place
on or around 27 June 2023.  Therefore, the Company announces a change to the
expected timetable of the Tender Offer, as previously set out in the
Announcement and the Company's circular dated 7 June 2023 (the "Circular"),
full details of which are set out below:

 

Revised expected timetable of principal events of the Tender Offer and
Cancellation

                                                                                 2023
 Launch of the Tender Offer                                                      29 June
 Closing Date - latest time and date for receipt of Tender Forms and settlement  1.00 p.m. on 18 July
 of TTE Instruction(s)
 Record Date for the Tender Offer                                                6.00 p.m. on 18 July
 Announcement of result of the Tender Offer                                      19 July
 Unconditional Date for the Tender Offer and completion of purchase of Ordinary  19 July
 Shares under the Tender Offer
 CREST accounts credited with Tender Offer proceeds for uncertificated Ordinary  by 28 July
 Shares
 Despatch of cheques for Tender Offer consideration in respect of certificated   by 28 July
 Ordinary Shares sold under the Tender Offer and any balance certificates in
 respect of any unsold certificated Ordinary Shares

Last day of dealings in Ordinary Shares on
AIM
28 July

Cancellation becomes effective
 
7.00 a.m. on 31 July

Capitalised terms used in this announcement have the meanings given to them in
the Announcement.

This announcement includes inside information as defined in Article 7 of the
Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the
Company's obligations under Article 17 of those Regulations.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Sarah Thompson, Chief Financial Officer.

 

For further enquiries please contact:

 Bonhill Group plc
 Jonathan Glasspool, Non-executive                                                                                +44 (0)20 7250 7963
 Chairman

 Sarah Thompson, Chief Financial Officer

 Shore Capital (Financial Adviser, Nominated Adviser and Broker)
 Tom Griffiths/David Coaten/Tom Knibbs                                                                            +44 (0)20 7408 4050

 

IMPORTANT NOTICES

 

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 are 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 and
the updated timetable set out above in this announcement.

 

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 9 of Part II (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.

 

 

 

 

 

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