REG - Character Group PLC - Results of Tender Offer and Total Voting Rights

CharacterAnnouncement

14/02/2022 07:00

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RNS Number : 5112B  Character Group PLC  14 February 2022

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310)
("MAR"), and is disclosed in accordance with the Company's obligations under
Article 17 of MAR. Upon the publication of this announcement via the
Regulatory Information Service, this inside information is now considered to
be in the public domain.

 

 

 

THE CHARACTER GROUP PLC

(the "Company")

 

Designers, developers and international distributor of toys, games and
giftware

 

Results of Tender Offer

 

Total Voting Rights

 

 

 

London: Monday, 14 February 2022

 

 

Result of Tender Offer

 

The Board of the Company announces the results of the Tender Offer, details of
which were set out in the circular letter to Shareholders published by the
Company on 28 January 2022 (the "Circular"), which closed at 1.00 p.m. on 11
February 2022. The Tender Price was 630 pence per Ordinary Share.

 

In total, 4,805,308 Ordinary Shares were validly tendered pursuant to the
Tender Offer but, following scaling-down (as detailed below), 2,142,572
Ordinary Shares, representing approximately 10.0 per cent. of the Company's
Ordinary Shares in issue as at 11 February 2022 (excluding Ordinary Shares
held in treasury), will be purchased at a price per Ordinary Share of 630
pence, for a total cost of £13,498,203.60.

 

Following the close of the Tender Offer, the Board can confirm that all valid
tenders

 

-       for all or less than a Shareholder's Basic Entitlement will be
satisfied in full; and

 

-       in excess of a Shareholder's Basic Entitlement will be scaled
down pro rata in proportion to the aggregate of such excess applications such
that approximately 20.353 per cent. of all such excess tenders will be
accepted.

 

It is expected that cheques will be despatched and CREST accounts will be
credited with proceeds in respect of successfully tendered Ordinary Shares on
or before 21 February 2022. CREST accounts will be credited with
uncertificated Ordinary Shares unsuccessfully tendered and balance share
certificates for unsuccessfully tendered and, as applicable, other unsold
certificated Ordinary Shares will be despatched on or before 21 February 2022.

 

As set out in the Circular, the successfully tendered Ordinary Shares will be
purchased by Panmure Gordon pursuant to the Tender Offer and the Company will
buy-back such Ordinary Shares from Panmure Gordon.  Following such purchase,
the Company intends to cancel the 2,142,572 Ordinary Shares tendered under the
Tender Offer.

 

Total Voting Rights

 

The Ordinary Share capital of the Company following completion of the Tender
Offer will be 19,283,152 (excluding the 2,182,777 Ordinary Shares held in
treasury). The total voting rights in the Company following completion of the
Tender Offer will be 19,283,152.

 

The figure of 19,283,152 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.

 

Directors' dealings

 

As a result of the Tender Offer, the following changes to the holdings of the
following Directors and their connected persons will take place on or before
21 February 2022:

 

 Name                 Position                                            Current holding of Ordinary Shares  Number of Ordinary Shares successfully tendered  Holding of Ordinary Shares following the Tender Offer  Percentage of issued Ordinary Share capital following the Tender Offer
 Kiran Shah((1))      Joint Managing Director and Group Finance Director  2,176,478                           261,944*                                         1,914,534*                                             9.93%*
 Jon Diver((2))       Joint Managing Director                             1,428,248                           171,893*                                         1,256,355*                                             6.52%*
 Joseph Kissane       Managing Director - Character Options Limited       518,757                             62,433                                           456,324                                                2.37%
 Richard King         Non-Executive Chairman                              336,286                             40,472*                                          295,814*                                               1.53%*
 Michael Hyde         Managing Director - Far East Operations             268,888                             32,360                                           236,528                                                1.23%
 Jeremiah Healy((3))  Group Marketing Director                            73,000                              8,784*                                           64,216*                                                0.33%*
 David Harris((4))    Non-Executive Director                              68,183                              8,205*                                           59,978*                                                0.31%*
 Clive Crouch         Non-Executive Director                              15,358                              1,847*                                           13,511*                                                0.07%*

 

 

Notes:

(1)   As at 11 February 2022, Mr Shah's interests comprised 176,478 Ordinary
Shares held personally by Mr Shah and 2,000,000 Ordinary Shares held by
Sarissa Holdings Limited. 21,238* Ordinary Shares have been tendered by Mr
Shah personally and 240,706 Ordinary Shares by Sarissa Holdings Limited,
following completion of the Tender Offer, Mr Shah interests will comprise
155,240* Ordinary Shares held personally by Mr Shah and 1,759,294 Ordinary
Shares held by Sarissa Holdings Limited.

(2)   As at 11 February 2022, Mr Diver's interests comprised 876,381
Ordinary Shares held personally by Mr Diver and 551,867 Ordinary Shares held
by Mr Diver's Self Invested Pension Plan. 105,475* Ordinary Shares have been
tendered by Mr Diver personally and 66,418* Ordinary Shares by Mr Diver's Self
Invested Pension Plan, following completion of the Tender Offer, Mr Diver's
interests will comprise 770,906* Ordinary Shares held personally by Mr Diver
and 485,449* Ordinary Shares held by Mr Diver's Self Invested Pension Plan.

(3)   As at 11 February 2022, Mr Healy's interests comprised 16,000 Ordinary
Shares held personally by Mr Healy, 5,000 Ordinary Shares held by Mr Healy's
Self Invested Pension Plan, and 52,000 Ordinary Shares held by Mr Healy's
wife, Kathleen Ann Healy. 1,925* Ordinary Shares have been tendered by Mr
Healy personally, 601* Ordinary Shares by Mr Healy's Self Invested Pension
Plan and 6,258 Ordinary Shares by Mr Healy's wife, following completion of the
Tender Offer,  Mr Healy's interests will comprise 14,075 Ordinary Shares held
personally by Mr Healy, 4,399* Ordinary Shares held by Mr Healy's Self
Invested Pension Plan, and 45,742 Ordinary Shares held by Mr Healy's wife.

(4)   As at 11 February 2022, Mr Harris's interests comprised 16,780
Ordinary Shares held personally by Mr Harris and 51,403 Ordinary Shares held
by Mr Harris's Self Invested Pension Plan. 2,019* Ordinary Shares have been
tendered by Mr Harris personally and 6.186* Ordinary Shares by Mr Harris's
Self Invested Pension Plan, following completion of the Tender Offer, Mr
Harris's interests will comprise 14,761* Ordinary Shares held personally by Mr
Harris and 45,217* Ordinary Shares held by Mr Harris's Self Invested Pension
Plan.

 

 

* Subject to confirmation of final allocations by the relevant CREST nominee
Shareholder(s) where applications under the Tender Offer have been made by
that nominee on behalf of more than one beneficiary.

 

Capitalised terms and expressions have the same meanings as those attributed
to them in the Circular.

 

 

The Character Group plc

FTSE sector:  leisure goods:

FTSE AIM All-share: symbol: CCT

Market cap: £133.91m

Email:  info@charactergroup.plc.uk

Group website: www.thecharacter.com (http://www.thecharacter.com)

Product ranges can also be viewed at www.character-online.co.uk
(http://www.character-online.co.uk)

CHARACTER GROUP PLC CCT Stock | London Stock Exchange
(https://www.londonstockexchange.com/stock/CCT/character-group-plc/company-page)

 

 

 Enquiries to:

 The Character Group plc

 Jon Diver, Joint Managing Director

 Kiran Shah, Joint Managing Director & Group Finance Director

 Office:  +44 (0) 208 329 3377

 Mobile: +44 (0) 7831 802219 (JD)

 Mobile: +44 (0) 7956 278522 (KS)

 Panmure Gordon (Nominated Adviser and Joint Broker)

 Atholl Tweedie, Corporate Finance

 Charles Leigh-Pemberton, Corporate Broking

 Rupert Dearden, Corporate Broking

 Tel:  +44 (0) 20 7886 2500

 Allenby Capital Limited (Joint Broker)

 Nick Athanas/Nick Naylor, Corporate Finance

 Amrit Nahal, Sales & Corporate Broking

 Tel:  +44 (0) 20 3328 5656

 TooleyStreet Communications Limited (Investor and media relations)

 Fiona Tooley

 Tel:  +44 (0) 7785 703523

 Email: fiona@tooleystreet.com

 

 

The information set out below is provided in accordance with the requirements
of Article 19(3) of the Market Abuse Regulation (EU) No 596/2014 which is part
of UK domestic law pursuant to the Market Abuse (Amendment) (EU Exit)
regulations (SI 2019/310).

 

 

 1.                            Details of the persons discharging managerial responsibilities / person
                               closely associated
 a.                            Name                                       (i)    Kiran Shah

                                                                          (ii)   Jon Diver

                                                                          (iii)  Joseph Kissane

                                                                          (iv)  Richard King

                                                                          (v)   Michael Hyde

                                                                          (vi)  Jeremiah Healy

                                                                          (vii) David Harris

                                                                          (viii)        Clive Crouch
 2.                            Reason for the notification
 a.                            Position/status                            (i)    Joint Managing Director and Group Finance Director

                                                                          (ii)   Joint Managing Director

                                                                          (iii)  Managing Director - Character Options Limited

                                                                          (iv)  Non-Executive Chairman

                                                                          (v)   Managing Director - Far East Operations

                                                                          (vi)  Group Marketing Director

                                                                          (vii) Non-Executive Director

                                                                          (viii)        Non-Executive Director
 b.                            Initial notification/Amendment             Initial notification

 3.                            Details of the issuer, emission allowance market participant, auction
                               platform, auctioneer or auction monitor
 a.                            Name                                       The Character Group plc
 b.                            LEI                                        213800HY6EB8T8VWWE73
 4.                            Details of the transaction(s): section to be repeated for (i) each type of
                               instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                               place where transactions have been conducted
 a.                            Description of the                         Ordinary shares of 5 pence

                               Financial instrument, type of instrument

                               Identification code

                                                                          GB0008976119
 b.                                                                       Nature of the transaction        Sale of Ordinary Shares pursuant to the Tender Offer

 c.                                                                       Price(s) and volume(s)           Name            Price(s)  Volume
                                                                                                           Kiran Shah      630p      261,944*
                                                                                                           Jon Diver       630p      171,893*
                                                                                                           Joseph Kissane  630p      62,433
                                                                                                           Richard King    630p      40,472*
                                                                                                           Michael Hyde    630p      32,360
                                                                                                           Jeremiah Healy  630p      8,784*
                                                                                                           David Harris    630p      8,205*
                                                                                                           Clive Crouch    630p      1,847*

* Subject to confirmation of final allocations by the relevant CREST nominee
                                                                                                           Shareholder(s) where applications under the Tender Offer have been made by
                                                                                                           that nominee on behalf of more than one beneficiary.
 d.                                                                       Aggregated information           Not applicable.

                                                                          ·      Aggregated volume

                                                                          ·      Price
 e.                                                                       Date of the transaction          14 February 2022
 f.                                                                       Place of the transaction         London Stock Exchange, AIM

* Subject to confirmation of final allocations by the relevant CREST nominee
Shareholder(s) where applications under the Tender Offer have been made by
that nominee on behalf of more than one beneficiary.

d.

 

Aggregated information

·      Aggregated volume

·      Price

Not applicable.

e.

 

Date of the transaction

14 February 2022

f.

 

Place of the transaction

London Stock Exchange, AIM

 

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