REG - Centaur Media PLC - Tender Offer
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RNS Number : 0046R Centaur Media PLC 30 January 2026
Centaur Media plc
Incorporated in England and Wales
Registration number: 04948078
LEI: 2138005WK87G7DQRQI62
ISIN: GB0034291418
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
30 January 2026
Centaur Media Plc
("Centaur", the "Company" or the "Group")
Reduction of Capital
Proposed return of up to £64.0 million by way of a Tender Offer at 48 pence
per Ordinary Share
Proposed Delisting and Cancellation of the Company's Ordinary Shares from the
London Stock Exchange
Re-registration as a private limited company
Board changes regarding Executive and Non-Executive Directors
Further to previous announcements released from the Autumn of 2025 onwards, in
which Centaur stated its intention to return up to £64 million to
Shareholders, the Company is pleased to announce the launch of a Tender Offer
to return up to £64.0 million by way of a purchase of up to 133,333,333
Ordinary Shares at 48 pence per Ordinary Share.
The Tender Offer Resolution will be put to Shareholders at a General Meeting
to be held at the offices of Shoosmiths LLP, 1 Bow Churchyard, London EC4M 9DQ
at 11.00 a.m. on 25 February 2026.
Whether or not Shareholders intend to attend the General Meeting, Shareholders
are encouraged to appoint a proxy to vote on the Tender Offer Resolution as
soon as possible in the manner set out in the Circular which is being posted
to Shareholders today. Certain capitalised terms in this announcement bear the
meanings set out in the Circular.
The Circular containing the full terms and conditions of the Tender Offer and
instructions to Qualifying Shareholders on how to tender their Ordinary
Shares, should they wish to do so, and convening the General Meeting will be
despatched today.
The Circular (including the Notice of General Meeting) will also be published
on the Company's website at
https://www.centaurmedia.com/investors/shareholder-information
(https://www.centaurmedia.com/investors/shareholder-information) .
This announcement should be read in conjunction with the full text of the
Circular, which sets out the terms of the Tender Offer in full.
Enquiries
Centaur Media plc
Martin Rowland, Executive
Chair
020 7970 4000
Simon Longfield, Chief Financial Officer
Cavendish Capital Markets Limited
Adrian Hadden
020 7908 6000
George Lawson
Expected Timetable of Principal Events
Announcement of the Tender Offer and publication of the Circular and Notice of 30 January 2026
General Meeting
Tender Offer opens 2 February 2026
Latest time and date for receipt of Forms of Proxy and electronic voting 11.00 a.m. on 23 February 2026
instructions
General Meeting 11.00 a.m. on 25 February 2026
Announcement of results of the General Meeting 7.00 am on 26 February 2026
Expected date for the directions hearing for the Court to consider the 6 March 2026
Reduction of Capital application
Expected date for the Court Hearing to confirm the Reduction of Capital 17 March 2026
Expected registration date of Court order and effective date of the Reduction 19 March 2026
of Capital
Latest time and date for receipt of Tender Forms and settlement of TTE 1.00 p.m. on 20 March 2026
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 20 March 2026
Announcement of results of the Tender Offer 7.00 am on 23 March 2026
Purchase of Ordinary Shares under the Tender Offer 24 March 2026
CREST accounts credited in the case of unsuccessful or scaled back tenders by 25 March 2026
CREST accounts credited in respect of Tender Offer proceeds for uncertificated by 27 March 2026
Ordinary Shares
Despatch cheques or initiate bank transfers in respect of Tender Offer by 27 March 2026
proceeds for certificated Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of by 27 March 2026
certificated Ordinary Shares
Despatch of revised share certificates (in respect of certificated Ordinary week commencing 30 March 2026
Shares) for certificated holdings
Last day of dealings in 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
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 the Circular and are indicative only and may be
changed by the Company (subject to any applicable requirements of the UK
Listing Rules, law and/or the Company constitution) in which event details of
the new times and/or dates will be notified to Shareholders by an
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
Introduction
A review of the Group's business operations and strategy was carried out in
late 2024 and early 2025. The review identified that shareholder value would
be maximised through:
· Decentralisation of the Group's operating model (facilitating a
significant reduction in central costs);
· Ensuring that each of the Group's businesses could operate
largely independently; and
· A break-up of the Group, disposing of the Group's businesses to
third parties.
The Company announced the following disposals during 2025:
· 18 July 2025 - completed the sale of The Mini Training Company
Limited, comprising the trade and assets of Mini MBA, to Brave Bison Group plc
for an enterprise value of £19 million;
· 24 September 2025 - the sale of MWCR Limited, being the operating
company of Marketing Week, Festival of Marketing and Creative Review, to
Haymarket Media Group Limited for an enterprise value of £3.9 million;
· 8 October 2025 - completion of the sale of Thelawyer.com Limited,
comprising the trade and assets of The Lawyer, to Lighthouse Bidco Limited,
the parent company of Legal Benchmarking Limited, for an enterprise value of
£43 million; and
· 31 December 2025 - the sale of Econsultancy Limited to Uptime App
Limited, comprising the trade and assets of Econsultancy,
(together the Disposals).
As a result of the Disposals, the Group has accumulated a level of cash in
excess of its foreseeable future investment needs. As at close of business on
5 January 2026, the Group's Cash amounted to £67.0 million and the Group had
no debt. The Group had Cash amounting to £67.1 million as at the close of
business on 28 January 2026, being the Latest Practicable Date prior to
finalisation of the Circular.
The Group now has just one operating business unit, Influencer Intelligence
(including the Fashion Monitor brand). The Company intends to continue to
support Influencer Intelligence whilst considering strategic options for
realising the optimum value for the Group. One of the options being considered
is the sale of Influencer Intelligence. If Influencer Intelligence was to be
sold, the intention would then be to dissolve the Company.
Accordingly, on 30 January 2026, the Company announced:
(a) a proposed Reduction of Capital to create additional
distributable reserves for the Company in order to supplement the existing
distributable reserves pursuant to the Disposals prior to a return of cash to
Shareholders whereby the Company will:
(i) reduce the share premium account of the Company, creating reserves
of £1,100,883.40;
(ii) reduce the nominal value of each Ordinary Share from ten (10) pence
each to zero point one (0.1) pence each, creating reserves of £14,989,612.37;
and
(iii) cancel and extinguish the Deferred Shares, creating reserves of
£80,000.00;
(b) a proposed return of up to £64.0 million by way of a
tender offer pursuant to which up to 133,333,333 Ordinary Shares held by
Qualifying Shareholders, excluding holders in Restricted Jurisdictions, would
be purchased at a price of 48 pence per Ordinary Share; and
(c) the proposed cancellation of: (i) the listing of the
Ordinary Shares in the equity shares (commercial companies) category of the
Official List and (ii) the admission to, and trading of, the Ordinary Shares
on the main market of the London Stock Exchange and re-registration as a
private limited company (together the "Delisting and Re-registration")
including the adoption of new articles of association suitable for a private
limited company ("New Articles"). Further details of the New Articles are set
out in paragraph 3 (Adoption of New Articles) of the Circular.
The Tender Price of 48 pence per Ordinary Share represents a premium of 7.87
per cent to the mid-market closing price on the Latest Practicable Date; and a
premium of 10.16 per cent. to the volume weighted average price of 43.57
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 88.1 per cent. of the
Company's Issued Ordinary Share Capital as at the Latest Practicable Date.
The Tender Offer is being affected by Cavendish, as principal on the basis
that, if the put option or call option under the Option Agreement is
exercised, 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. Any Ordinary Shares purchased by the Company from Cavendish
pursuant to the Option Agreement will be cancelled.
If the maximum number of Ordinary Shares under the Tender Offer are acquired
and cancelled, this would result in the Company's Issued Ordinary Share
Capital being reduced to 18,076,893 Ordinary Shares.
The Circular is being posted to Shareholders today and this sets out the
background to, and reasons for, the Reduction of Capital, the Tender Offer and
the Delisting and Re-registration and why the Directors believe the Reduction
of Capital, Tender Offer and the Delisting and Re-registration are in the best
interests of the Company and its Shareholders as a whole. The Circular also
contains details on the procedures 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, however, attention is drawn to paragraph 3 of Part 2 of the
Circular regarding the effects of the Delisting and Re-registration.
The Company is seeking Shareholders' approval of the Reduction of Capital,
Tender Offer and the Delisting and Re-registration at a General Meeting to be
held at 11.00 a.m. on 25 February 2026. If the Reduction of Capital Resolution
and the Tender Offer Resolution are not passed, the Company will not be able
to proceed with the Tender Offer. If the Delisting and Re-registration
Resolutions (including the approval of the adoption of the New Articles) are
not passed, the Company will not be able to proceed with the Delisting and
Re-registration.
The Board is making no recommendation to Qualifying Shareholders in relation
to their participation in the Tender Offer. However, the Board is unanimously
recommending Shareholders to vote in favour of the Resolutions to be proposed
at the General Meeting, as the Directors intend to do in respect of their own
beneficial holdings of Ordinary Shares.
Reduction of Capital and Tender Offer
Background to, and reasons for, the Reduction of Capital and Tender Offer
On 17 September 2025, the Company announced its interim results for the six
months ended 30 June 2025. Following the Disposals, the Company has
accumulated a level of cash in excess of its foreseeable future investment
needs.
The Company currently has £15,221,022.60 of share capital made up of
151,410,226 Ordinary Shares with a nominal value of £0.10 each and 800,000
Deferred Shares with a nominal value of £0.10 each, and a share premium
account amounting to £1,100,883.40. By carrying out the Reduction of Capital,
the share premium account will be reduced to £nil and the aggregate nominal
value of the Ordinary Share capital will be reduced to £151,410.226 made up
of 151,410,226 Ordinary Shares with a nominal value of £0.001 each. The
Company will therefore create additional distributable reserves of
£16,170,495.77 (subject to any arrangements required for the protection of
creditors and any direction given by the Court in confirming the Reduction of
Capital).
These reductions, together with the distributable reserves currently in the
Company, will create the required distributable reserves to facilitate the
Tender Offer but do not affect the economic value of the Group and should not
have any impact on the market value of the Ordinary Shares.
Consequently, the Board wishes to return up to £64.0 million to Shareholders.
The Deferred Share Cancellation
The Deferred Shares were created by the Company as part of historical share
capital reorganisations and have no economic value. The Board does not
consider there to be any commercial purpose in the Deferred Shares and is
therefore taking the opportunity to cancel the Deferred Shares. Pursuant to
Article 112 of the Articles, the cancellation of the Deferred Shares pursuant
to a reduction of capital for no consideration will not require the approval
of the holders of the Deferred Shares.
The cancellation of the Deferred Shares is not conditional on any other matter
proposed at the General Meeting.
Benefits of the Reduction of Capital and Tender Offer to Shareholders
Subject to the passing of the Reduction of Capital Resolution and the Tender
Offer Resolution by Shareholders at the General Meeting, and the confirmation
of the Reduction of Capital by the Court, the Directors will 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 88.1 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 return
approximately £64.0 million to Shareholders through the Tender Offer at the
Tender Price.
The Board has considered, having taken independent advice, the various options
for returning cash in excess of the Company's foreseeable future investment
needs to Shareholders and the Board has determined that the Tender Offer would
be the most appropriate method of returning capital to Shareholders in a quick
and efficient manner, taking into account the relative costs, complexity and
timeframes of the possible methods available, as well as the likely tax
treatment for and equality of treatment of all Shareholders.
In particular, the Board considers the Tender Offer to be beneficial to
Shareholders as a whole, because:
(i) the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their shareholding;
(ii) the Tender Price represents a premium of approximately 7.87 per
cent. to the mid-market closing price of an Ordinary Share on the Latest
Practicable Date being 44.5 pence;
(iii) 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;
(iv) 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 Ordinary Shares through their broker;
(v) the Tender Offer 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
(vi) the Tender Offer 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.
Current Trading and prospects of the Group
During 2025, the Group disposed of the following businesses: Mini MBA,
Marketing Week (including the Festival of Marketing) & Creative Review,
The Lawyer, Oystercatchers, Foresight News and Econsultancy. Accordingly, as a
result of these disposals, the Group now has just one operating business unit,
Influencer Intelligence (including the Fashion Monitor brand).
As announced on 6 January 2026, the Group had Cash amounting to £67.0 million
as at the close of business on 5 January 2026, which includes the initial
consideration for the Econsultancy disposal. The Group had Cash amounting to
£67.1 million as at the close of business on 28 January 2026, the latest date
prior to finalisation of the Circular. Anticipated future cash inflows and
outflows relate to the Influencer Intelligence business, Group activities and
overheads, together with anticipated deferred consideration receivable, as
further explained below.
Influencer Intelligence
The table below shows the financial performance of Influencer Intelligence for
the year ended 31 December 2025 and the comparative year.
2025 2024
£m £m
Revenue 3.5 4.1
Business Unit costs (1.7) (1.9)
Business Unit Contribution(1) 1.8 2.2
Source: unaudited management accounts for the 12 months ended 31 December 2025
(1) Business Unit Contribution ("BUC") is considered by management to be the
best indicator of financial performance as it excludes Group overhead
re-charges, exceptional costs and non-cash operating costs such as
depreciation and amortisation.
Going forward, in addition to generation of BUC, Influencer Intelligence will
incur cash costs relating to standalone expenses on an annualised basis of
approximately £0.3 million.
Group activities and overhead cashflows
As the Group reduced in size during 2025 due to the Disposals, the remaining
operating businesses were configured to trade as standalone entities.
Therefore, the Group's overhead costs have been actively and significantly
reduced during the course of 2025.
Assuming all Resolutions at the Company's General Meeting are passed, the only
employees in the Group, outside of those within Influencer Intelligence, will
be a small finance team. This team will then be reduced after the first
quarter of 2026 to just one part-time employee, together with the executive
directors, Martin Rowland and Simon Longfield, who will be serving their
respective notice periods. The executive directors will continue to support
the business but in a non-executive capacity. The future construct of the
Board will not consist of only non-executive directors as an executive
director from Influencer Intelligence will also be present on the Board.
Accordingly, assuming that the Delisting is effected towards the end of April
2026, the Board expects a reduced level of cashflows in 2026 relating to Group
activities and overheads, excluding cashflows relating to Influencer
Intelligence. These are expected to include:
- Cash inflows from interest income, other income and receivables
totaling approximately £0.9 million; and
- Cash outflows from operating costs, closure costs and settlement of
net tax liabilities totaling approximately £2.3 million.
There are no additional significant changes that the Directors are aware of.
Deferred consideration
In relation to three of the disposals in 2025, being Oystercatchers, Foresight
News and Econsultancy, there could be future cash receipts paid to the Group
relating to deferred consideration and repayment of intercompany indebtedness.
The amount to be received is expected to be in the range between £0.2 million
and £1.8 million and will be received over the course of 2026 and 2027.
The deferred consideration due in the future depends on not only the
performance of the businesses disposed of, but also the ability of the
acquirors to pay the consideration and there being no disputes thereon.
Accordingly, Shareholders should be aware that it is possible that no receipts
will be received in respect of deferred consideration.
Anticipated Cash position following the Tender Offer
As stated above, the Group had Cash amounting to £67.0 million as at the
close of business on 5 January 2026. The Company's management team has
prepared a detailed cashflow forecast for the period from 6 January 2026 until
the end of March 2026, following the completion of the Tender Offer, and for
the remainder of 2026. This forecast is based on the timing of expected
receipts of interest and other income, and a detailed assessment of payments
to be made to suppliers and the remaining employees, assuming that the Tender
Offer and Delisting take place in accordance with the timetable in the
Circular.
Specifically, the maximum cash outflow from the Company for the Tender Offer
(including transaction costs (including stamp duty)) is anticipated to be
£64.5 million. As a result of a successful Tender Offer, there will be a
further net cash outflow of approximately £0.4 million in relation to (a)
payments to the executive directors under the VCP and related employer's
national insurance, offset by (b) the receipt of cash from the EBT following
its participation in the Tender Offer.
Accordingly, in addition to cash inflows from Influencer Intelligence and the
deferred consideration on Disposals, a summary of the cashflows arising from
Group activities and the Tender Offer in 2026 are as follows:
£m
Cash at 5 January(1) 67.0
Interest and other income and receipt of receivables 0.7
Operating costs, closure costs and settlement of liabilities (1.4)
Tender Offer (including costs) (64.5)
Cash at 31 March 2026 (excluding Influencer Intelligence and deferred 1.8
consideration)
VCP/EBT net outflow (0.4)
Interest and other income and receipt of receivables 0.2
Operating costs, closure costs and settlement of liabilities (0.9)
Cash at 31 December 2026 (excluding Influencer Intelligence and deferred 0.7
consideration)
(1)The table above shows cashflows relating to the 2026 financial year and
therefore the Cash balance at 5 January 2026, which includes the proceeds of
the disposal of Econsultancy, has been used as the most appropriate opening
balance for these purposes.
Following completion of the Tender Offer, at the end of March, the Board
anticipates that the Cash within the Group will be not less than £1.8
million.
In due course, as a private company, the Board will consider further returns
of capital to shareholders as appropriate.
Reduction of Capital Procedure
If Shareholders approve the Reduction of Capital Resolution at the General
Meeting, the Board intends to make an application to the Court to obtain its
approval to the Reduction of Capital as soon as possible following the General
Meeting.
The Court will be concerned to ensure that the Company's creditors are not
prejudiced by the proposed Reduction of Capital. The Directors intend to take
such steps to satisfy the Court in this regard as they consider appropriate.
Provisional dates have been obtained for the required Court hearings as set
out in the Expected Timetable of Principal Events above. These dates are
subject to change and dependent on the Court's timetable. If the hearings go
ahead on the provisional dates, the present timetable provides that the Court
Hearing, at which it is hoped that the Court will make an order confirming the
Reduction of Capital, will take place on 17 March 2026.
The Reduction of Capital will not take effect until the Court Order confirming
the Reduction of Capital is filed with and registered by the Registrar of
Companies. The Board intends to file the required documentation with the
Registrar of Companies on the Business Day following the Court Hearing and,
subject to compliance with all procedural requirements, it is expected that
the Registrar of Companies will register the documents within a week of
filing. On the present timetable, which is subject to change and dependent on
the Court's timetable, this would mean that the Reduction of Capital would
take effect on 19 March 2026.
Following the completion of the Reduction of Capital, the Tender Offer and the
Delisting and Re-Registration, new share certificates will be issued to all
Shareholders holding their shares in certificated form as a result of the
change to the nominal value of each Ordinary Share pursuant to the Reduction
of Capital and the change to the Company's name pursuant to the Delisting and
Re-Registration.
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. If
the put option or call option under the Option Agreement is exercised,
Cavendish shall sell such Ordinary Shares to the Company at the Tender Price,
pursuant to the Option Agreement. These acquisitions by the Company will also
be market purchases in accordance with the provisions of the Companies Act
2006, 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 27 March
2026. 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 the Circular. 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 1.00 p.m. on 25 March 2026 (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.
Further details are set out in the Circular.
Delisting and Re-registration
Background to, and reasons for, the Delisting and Re-registration as a private
limited company
The Board does not believe that the Company's future is best served by the
continued admission of its Ordinary Shares to trading on the London Stock
Exchange. Accordingly, the Board, after careful consideration has concluded
that the Delisting and Re-registration, following completion of the proposed
Tender Offer, is in the best interests of the Company and its Shareholders as
a whole. The Directors have undertaken a review to evaluate the benefits and
disadvantages to the Company and its Shareholders in retaining its listed
status. Further details of the background to and reasons for the Delisting and
Re-registration are set out below:
(a) following the Disposals, the Reduction of Capital and the Tender Offer
in line with the Company's stated strategy, the Company will have a single
relatively small trading business and significantly lower cash resources and
therefore the material financial costs, significant management time and the
legal and regulatory obligations associated with maintaining the listing on
the main market of the London Stock Exchange are disproportionate to the
benefits to the Company; and
(b) the remaining trading business is unlikely to require further
significant capital to support its growth prospects.
Delisting
Under the UK Listing Rules, Delisting can only be effected by the Company
after passing a special resolution of its Shareholders in general meeting and
the expiry of a period of 20 clear Business Days from the date on which notice
of the Delisting is given to the London Stock Exchange.
Subject to the passing of the Delisting and Re-registration Resolutions by
Shareholders at the General Meeting, an application will be made by the
Company to cancel the (i) listing of the Ordinary Shares in the equity shares
(commercial companies) category of the Official List and (ii) admission to,
and trading of, the Ordinary Shares on the main market of the London Stock
Exchange.
Should the Delisting and Re-registration Resolutions be passed at the General
Meeting, the last anticipated day of dealings in, and registrations of
transfers of, Ordinary Shares is expected to be 20 April 2026.
The Delisting and Re-registration is conditional on the passing of the
Reduction of Capital Resolution and the Tender Offer Resolution set out in the
Notice of General Meeting. Upon the Delisting becoming effective, it will be
binding on all Shareholders irrespective of whether or not they voted in
favour of, or against, or abstained from voting on the Delisting and
Re-registration Resolutions at the General Meeting.
Following the Delisting, the Board believes there will be no need for the
Company to remain a public limited company and it is therefore proposed that,
subject to the Delisting becoming effective, the Company will re-register as a
private limited company and its name will accordingly change to 'Centaur Media
Limited'.
Re-registration will take effect when the Registrar of Companies issues a
certificate of incorporation on re-registration. The Registrar of Companies
will not issue the certificate of incorporation on re-registration until the
Registrar of Companies is satisfied that no valid application can be made to
cancel the resolution to re-register as a private limited company.
If the Delisting and Re-registration Resolutions are passed at the General
Meeting and the Registrar of Companies issues a certificate of incorporation
on Re-registration, it is anticipated that the Re-registration will become
effective by 24 April 2026.
For the avoidance of doubt, the Company will remain on the Register of
Companies in England and Wales and will continue to be bound by the Companies
Act 2006 following the Delisting and Re-registration.
Adoption of New Articles
Resolution 4.3 approves the adoption of the New Articles in substitution for,
and to the exclusion of, the Company's existing Articles which were last
updated on 10 June 2021.
The changes in the New Articles reflect the change in the Company's name to
'Centaur Media Limited', the change in the Company's status to a private
limited company and the change to the nominal value of the Shares as well as
simplifying the governance of the Company.
The principal of the adoption of the New Articles on the rights and
obligations of the Company and the Shareholders are summarised below:
(a) Financial statements: The Company is currently required to publish
annual and half yearly financial statements. Following the adoption of the
New Articles, the Company will no longer be required to publish or otherwise
publicly file any financial statements or accounting records other than
annual accounts as statutorily required by the Companies Act. Furthermore, the
Company will not be required to circulate copies of financial statements to
its Shareholders and Shareholders will only be able to inspect financial
statements of the Company in certain limited circumstances in accordance with
the provisions of the Companies Act;
(b) Requirement to appoint auditors: Following the adoption of the New
Articles the Company will no longer be required to appoint an auditor to audit
its financial statements;
(c) General meetings and written resolutions: The Company is currently
required to hold an annual general meeting of Shareholders each year.
Following the adoption of the New Articles the Company will no longer hold
annual general meetings;
(d) Voting: following the adoption of the New Articles, resolutions of
the Shareholders of the Company may be obtained via written resolutions rather
than at general meetings. This is done by the approval in writing of the
requisite majority of voting shares then in issue (50 per cent. or 75 per
cent., as applicable);
(e) Directors: The current Articles also provide that each director
shall retire from office at each annual general meeting (except for any
director appointed by the board after notice of the annual general meeting has
been given, but before it is held). Provisions concerning retirement by
rotation of directors are not included in the New Articles;
(f) Issues of Shares: The Directors are currently subject to certain
restrictions in the context of share issuances. Following the adoption of the
New Articles, the Directors will be able to issue shares in the Company at
such time, to such persons, for such consideration and on such terms as they
may determine without restriction, subject to complying with the statutory
processes set out in the Companies Act; and
(g) Removal of unnecessary provisions and simplification: The New
Articles do not contain many of the detailed provisions in the Articles which
are common for main market companies, and/or which will not be necessary for
the Company following the Reduction of Capital, Delisting and the
Re-Registration. For example, the New Articles no longer contain provisions
relating to (i) the Deferred Shares, (ii) borrowing powers, (iii) chief
executive, managing and executive directors, (iv) remuneration of directors,
(v) a company seal, (vi) capitalisation of profits and (vii) website
communication.
A copy of the New Articles will be available on the Company's website
at https://www.centaurmedia.com/investors/shareholder-information
(https://www.centaurmedia.com/investors/shareholder-information) and as set
out in paragraph 13 of Part 7 (Additional Information) of the Circular.
Effects of the Delisting and Re-registration
The principal effects of the Delisting and Re-registration are that:
(a) there will not be any formal market mechanism enabling the
Shareholders to trade their Ordinary Shares as no matched bargain facility
will be implemented following the Delisting;
(b) while the Ordinary Shares will remain transferrable, (subject to any
future amendments to the articles of association of the Company), their
liquidity is likely to be substantially reduced, and Shareholders may find it
more difficult, slower or less certain to sell their shares at a desired time
or price;
(c) in the absence of a formal market and quotation, there may also be
no readily available market price for the Ordinary Shares, making it more
difficult for Shareholders to determine the market value of their Ordinary
Shares at any given time and Shareholders should note that no matched bargain
facility will be implemented following the Delisting. Reduced liquidity may
also lead to greater price volatility in any private transactions that occur;
(d) the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on the main market of the
London Stock Exchange will no longer apply to the Company and the Company will
no longer be subject to UK Market Abuse Regulation regulating inside
information and other matters, or the DTRs and will therefore no longer be
required to, inter alia, disclose significant shareholdings in the Company;
(e) the Company will no longer be subject to the UK Listing Rules and
accordingly, Shareholders will no longer be afforded the protections given by
the UK Listing Rules;
(f) the Company will cease to have a broker;
(g) whilst the Company's CREST facility will remain in place immediately
following the Delisting, the Company's CREST facility may be cancelled in the
future and, although the Ordinary Shares will remain transferable, they may
cease to be transferable through CREST (in which case, Shareholders who hold
Shares in CREST will receive share certificates);
(h) Shareholders will no longer benefit from the enhanced protections,
regular public disclosures and governance standards required of a listed
company. The Company will have greater discretion in the level, frequency and
detail of information it provides, which may reduce transparency;
(i) after two years the Company will no longer fall within the scope
of the Takeover Code, removing an additional layer of shareholder protection
in the event of a sale or change of control. This may increase the risk that
future corporate actions could proceed on terms less favourable to minority
Shareholders;
(j) the levels of transparency and corporate governance within the
Company will not be as stringent as for a Company listed on the main market of
the London Stock Exchange;
(k) certain standards and protections and disclosure of information
requirements afforded to shareholders in a company admitted to trading on the
main market of the London Stock Exchange are substantially different to a
shareholding in an unlisted private company. As a private limited company, the
Company will not be required to publish audited, half yearly, full year or
periodic trading updates, nor will it be required to notify the market of
material developments;
(l) the Company intends to adopt the New Articles to reflect the
change in the Company's status to a private limited company and may also
consider making further amendments to the New Articles in due course. Any new
or subsequently amended articles may not provide minority Shareholders with
the same level of rights, voting protections or governance safeguards
currently afforded under the Company's existing listed-company articles and
the Company may also propose future amendments to the Articles to facilitate
private-company operational flexibility. Such amendments could impact
Shareholders by altering rights relating to voting, transfers, pre-emption,
dividends or governance oversight; and
(m) the Delisting may have differing tax, financial or other personal
consequences for Shareholders depending on their personal circumstances,
including tax residency, investment horizon and objectives. Shareholders who
are in any doubt about their tax position should consult their own
professional independent advisers.
Provision of information, services and facilities following the Delisting and
Re-registration
The Company currently intends to continue to provide certain facilities and
services to Shareholders that they are currently provided as shareholders of a
main market company. The Company will:
(a) continue to communicate information about the Company to its
Shareholders, as required by law; and
(b) provide any documents or information about the Company required to be
provided to Shareholders by law.
Irrevocable Undertakings
The Company has received an irrevocable undertaking from each of Harwood and
Mr Richard Griffiths to support the Tender Offer.
Pursuant to that irrevocable undertakings, Harwood and Mr Richard Griffiths
have each undertaken to vote in favour of the Resolutions in respect of their
beneficial holdings of 43,850,000 Ordinary Shares and 11,114,131 Ordinary
Shares respectively, representing 28.96 per cent. and 7.34 per cent. of the
Issued Ordinary Share Capital respectively as at the Latest Practicable Date
and not (other than in connection with the Tender Offer) to sell, or otherwise
dispose of, the Ordinary Shares which are the subject of the undertaking.
Furthermore, Harwood and Mr Richard Griffiths have each irrevocably undertaken
to tender, in aggregate, such number of Ordinary Shares under the Tender Offer
at the Tender Price that represents an amount which is not less than its
Individual Basic Entitlement.
Directors' Recommendation
It is in the Board's opinion that the Reduction of Capital, the Tender Offer
and the subsequent Delisting and Re-registration are in the best interests of
the Company and the Shareholders as a whole. Accordingly, the Board 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 0.41 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.
Should the Reduction of Capital Resolution or the Tender Offer Resolution not
be approved by the requisite majority of the Shareholders at the General
Meeting, the Tender Offer will not occur. Should the Tender Offer not occur,
the Group will not proceed with the Delisting and Re-registration and will
continue to hold the net cash proceeds from the Disposals, and the Directors
will consider the options against the Group's capital allocation framework.
Board changes
Given the Directors' Recommendation described above, the Executive Chair,
Martin Rowland and CFO, Simon Longfield will give notice to terminate their
service agreements from 28 February 2026; Martin Rowland's notice period is 6
months and Simon Longfield's notice period is 12 months. Both Martin Rowland
and Simon Longfield will remain directors (unpaid) of the Company after their
notice periods have ended.
The Non-Executive Directors will give notice to terminate their appointments
from the date of this announcement; all will serve their notice periods.
Publication of Circular
The Circular containing the full terms and conditions of the Tender Offer and
instructions to Qualifying Shareholders on how to tender their Ordinary
Shares, should they wish to do so, and convening the General Meeting will be
despatched today.
The Circular (including the Notice of General Meeting) will also be published
on the Company's website at
https://www.centaurmedia.com/investors/shareholder-information
(https://www.centaurmedia.com/investors/shareholder-information) .
This announcement should be read in conjunction with the full text of the
Circular, which sets out the terms of the Tender Offer in full.
Appendix
Definitions
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
Basic Entitlement in relation to a Qualifying Shareholder, the number representing approximately
88.1 per cent. of the aggregate number of Ordinary Shares registered in the
register in such Shareholder's name on the Tender Offer Record Date, rounded
down to the nearest whole number of Ordinary Shares
Cash cash and cash equivalents together with short-term deposits held by the Group
Company Centaur Media plc, a company incorporated in England and Wales with registered
number 04948078, whose registered office is at 8 Leake Street, London, SE1
7NN, United Kingdom
Court Hearing the hearing by the Court to confirm the Reduction of Capital
Court Order the order of the Court confirming the Reduction of Capital
Deferred Shares the 800,000 deferred shares of £0.10 each in the capital of the Company
Delisting the cancellation of (i) the listing of the Ordinary Shares in the equity
shares (commercial companies) category of the Official List, and (ii) the
admission to, and trading of, the Ordinary Shares on the main market of the
London Stock Exchange
Delisting and Re-registration Resolutions the resolutions to be proposed at the General Meeting numbered 2 and 3 in
relation to the approval of the Delisting, the Re-registration, the adoption
of the New Articles and the changing of the Company's name
DTRs the Disclosure Guidance and Transparency Rules of the FCA Rules (as amended
from time to time)
EBT the Company's employee benefit trust established by a deed dated 27 June 2006
and entered into between the Company and Bailhache Labesse Trustees Limited
(now known as Ocorian Limited)
FCA the Financial Conduct Authority
FSMA Financial Services and Markets Act 2000
Group means the Company and subsidiary undertakings from time to time
Harwood means Oryx International Growth Fund Limited and Rockwood Strategic plc, being
the funds holding Ordinary Shares and managed by Harwood Capital Management
Group
Harwood Capital Management Group means the investment management and advisory group made up of Harwood Capital
Management Limited and its various subsidiaries and affiliated investment
entities from time to time
Latest Practicable Date 28 January 2026, being the second to last business day prior to the date of
the Circular
London Stock Exchange London Stock Exchange Group plc
New Articles the proposed new articles of association of the Company, proposed to be
approved at the General Meeting
Notice of General Meeting the notice of the General Meeting as it appears in the Circular
Official List the official list maintained by the FCA pursuant to Part 6 of FSMA
Option Agreement the purchase agreement described in the Circular, entered into between the
Company and Cavendish
Ordinary Shares the ordinary shares of, prior to the Reduction of Capital, £0.10 each in the
capital of the Company and following the Reduction of Capital, £0.001 each in
the capital of the Company
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 registered addresses in a Restricted Jurisdiction
Reduction of Capital the proposed Share Premium Reduction, Reduction of Nominal Value and Deferred
Share Cancellation
Reduction of Capital Resolution the special resolution to approve the Reduction of Capital to be proposed at
the General Meeting which is set out in full in the Notice of General Meeting
Re-registration the re-registration of the Company as a private limited company
Resolutions the Reduction of Capital Resolution, the Tender Offer Resolution and the
Delisting and Re-registration Resolutions
Restricted Jurisdiction each of the United States, Australia, Canada, Japan, Singapore, Switzerland,
New Zealand and South Africa and any other jurisdiction where the mailing of
the Circular or the accompanying documents into or inside such jurisdiction
would constitute a violation of the laws of such jurisdiction
Shareholders the holders of the Ordinary Shares
Tender Form the form enclosed with the Circular for use by Qualifying Shareholders who
hold Ordinary Shares in certificated form in connection with the Tender Offer
Tender Offer the invitation to Qualifying 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 Cavendish)
Tender Offer Record Date 6.00 p.m. on 20 March 2026 or such other time and date as may be determined by
the Company (with the prior consent of Cavendish) in the event the
Unconditional Date is altered in accordance with the terms of the Tender Offer
Tender Offer Resolution the resolution to be proposed at the General Meeting numbered 1 in relation to
approval of the Tender Offer
Tender Price £0.48 being the price per Ordinary Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer
TTE Instruction a transfer to escrow instruction (as defined by the CREST manual)
VCP the value creation plan approved at the annual general meeting of the Company
on 8 May 2025
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