REG - Compass Group PLC - Share Buyback

CompassAnnouncement

04/12/2023 07:00

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RNS Number : 4730V  Compass Group PLC  04 December 2023

Legal Entity Identifier (LEI) No. 2138008M6MH9OZ6U2T68

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER FOR SALE OF ANY SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY
SECURITIES IN ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR APPROVAL.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) 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 THAT JURISDICTION.

 

SHARE BUYBACK

 

Compass Group PLC (the "Company") announces that on 1 December 2023 it entered
into a non-discretionary agreement with BNP Paribas Arbitrage S.N.C. ("BNPP")
to enable the purchase of up to a market equivalent of $250 million (being
£197.34 million as at 1 December 2023) of the Company's ordinary shares of 11
1/20 pence each ("Ordinary Shares") between 4 December 2023 and 8 May 2024 at
the latest (the "H1 Buyback"). The H1 Buyback is the initial stage of the
Company's $500 million share buyback announced with its full-year results on
20 November 2023 to be completed in 2024 subject to M&A activity.

 

The purpose of the H1 Buyback is to reduce the share capital of the Company by
returning surplus capital to shareholders.

 

The H1 Buyback will be conducted within certain pre-set parameters. The
Company's shareholders generally authorised it to purchase up to a maximum of
175,720,000 Ordinary Shares at its 2023 Annual General Meeting held on 9
February 2023, subject to certain limitations (the "General Authority").
Accounting for purchases made by the Company of its Ordinary Shares prior to
the date of this announcement, the Company is currently authorised under the
General Authority to purchase up to a maximum of 139,625,908 Ordinary Shares.
The aggregate number of Ordinary Shares acquired by the Company pursuant to
the H1 Buyback will not exceed the maximum number of Ordinary Shares which the
Company is authorised to purchase pursuant to the General Authority (and any
subsequent authority to repurchase shares as may be granted by the Company's
shareholders from time to time).

 

BNPP will make its trading decisions in relation to the Company's Ordinary
Shares independently of, and uninfluenced by, the Company. In accordance with
the General Authority, purchases of Ordinary Shares pursuant to the H1Buyback
may be conducted on any appropriate regulated stock market but will be on-sold
by BNPP to the Company on the London Stock Exchange.

 

In addition to compliance with the terms of the General Authority, the H1
Buyback will also be conducted within the parameters prescribed by the
Regulation (EU) No 596/2014 (the Market Abuse Regulation) (as in force in the
UK and as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019),
the Commission Delegated Regulation (EU) 2016/1052 (as in force in the UK and
as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU
Exit) Instrument 2019) and in accordance with Chapter 12 of the UK Listing
Rules.

BNPP (or its affiliates) may undertake transactions in Ordinary Shares (which
may include sales, derivatives, and other hedging activities, in addition to
purchases) in order to manage its risk positions arising directly or
indirectly from the H1 Buyback. Disclosure of any such transactions will not
be made by BNPP (or its affiliates) or the Company as a result of or as part
of the H1 Buyback, but BNPP (or its affiliates) will make any disclosures it
is legally required to make in relation to such transactions.

All Ordinary Shares purchased pursuant to the H1 Buyback will be held in
treasury and are expected to be used to meet obligations arising from employee
share schemes, or other allocations of Ordinary Shares, to employees or
directors. No purchases will be made in respect of the Company's American
Depositary Receipts.

 

Enquiries

 

 Investors:  Agatha Donnelly & Helen Javanshiri      +44 (0) 1932 573 000
 Press:      Giles Robinson                          +44 (0) 1932 963 486
 Website:    www.compass-group.com

 

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