REG - Centaur Media PLC - Result of Tender Offer

Centaur MediaAnnouncement

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RNS Number : 9804X  Centaur Media PLC  25 March 2026

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 EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).

25 March 2026

Centaur Media plc

("Centaur" or "the Company")

 

Result of Tender Offer

 

Centaur is pleased to announce the results of the Tender Offer set out in the
Circular published by the Company on 30 January 2026, which closed at 6.00
p.m. on 24 March 2026.

The Company offered to purchase up to a maximum of 133,333,333 Ordinary Shares
(being approximately 88.1 per cent. of the Company's existing issued share
capital) under the Tender Offer at a price of 48 pence per share. Following
the closure of the Tender Offer, a total of 147,528,192 Ordinary Shares were
validly tendered under the Tender Offer. As such, the total number of Ordinary
Shares being acquired by the Company is the maximum of 133,333,333 Ordinary
Shares. All valid tenders were satisfied in full pursuant to their Basic
Entitlement (rounded down to the nearest whole number of Ordinary Shares) and
excess applications were satisfied based on a percentage proportion of the
Total Excess tenders received.

The 133,333,333 Ordinary Shares tendered under the Tender Offer will be
repurchased by the Company under the Option Agreement and cancelled.

The ordinary issued share capital of the Company following the purchase by the
Company will be 18,076,893 Ordinary Shares, with no Ordinary Shares held in
treasury. The total voting rights in the Company following the purchase by the
Company and cancellation will be 18,076,893 Ordinary Shares.

The figure of 18,076,893 Ordinary Shares may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Circular.

The remaining expected timetable of principal events for the Tender Offer
remains as set out below:

 

 Tender Offer Record Date                                                         6.00 p.m. on 24 March 2026
 Announcement of results of the Tender Offer                                      7.00 a.m. on 25 March 2026
 Purchase of Ordinary Shares under the Tender Offer                               26 March 2026
 CREST accounts credited for revised, uncertificated holdings of Ordinary         by 27 March 2026
 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 31 March 2026
 Ordinary Shares
 Despatch cheques in respect of Tender Offer proceeds for certificated Ordinary   by 31 March 2026
 Shares
 Return of share certificates in respect of unsuccessful tenders of               by 31 March 2026
 certificated Ordinary Shares
 Despatch of balancing share certificates (in respect of certificated Ordinary    week commencing 30 March 2026
 Shares) for revised, certificated holdings in the case of partially successful

 tenders
 Last day of dealings in the Ordinary Shares on the London Stock Exchange         by 20 April 2026
 Cancellation of listing of Ordinary Shares on the Official List and of trading   by 21 April 2026
 of Ordinary Shares on the London Stock Exchange
 Re-registration as a private company                                             by 24 April 2026

 

Enquiries:

 Centaur Media Plc                         Investor.relations@centaurmedia.com
 Martin Rowland, Executive Chair
 Simon Longfield, Chief Financial Officer

 Cavendish Capital Markets Limited         020 7908 6000
 Adrian Hadden
 George Lawson

 

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.

 

 

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