REG - Croma Sec. Sol. Grp - Purchase of Own Shares <Origin Href="QuoteRef">CSSG.L</Origin>

Croma Security SolutionsAnnouncement

03/11/2017 09:55

RNS Number : 5161V
Croma Security Solutions Group PLC
03 November 2017
3 November 2017
CROMA SECURITY SOLUTIONS GROUP PLC
(AIM: CSSG)
Purchase of Own Shares
Croma Security Solutions Group plc ("Croma" or "the Group"), the AIM listed total security provider, announces that it has today entered into a conditional contract to acquire 2,027,027 of its ordinary shares of 5 pence each ("Ordinary Shares") from its former director, Mark Whettingsteel. Under the terms of the conditional contract (the "Contract") the Company will acquire the shares in two tranches.
Tranche 1 - the Company will, within three business days of the Contract becoming unconditional, acquire 1,013,513 Ordinary Shares at a price of 35 pence per share, a discount of 18.6 per cent. to the closing middle market price on 2 November 2017, being the date immediately prior to the date of the Contract. The consideration for the tranche 1 shares of 354,729.55 will be payable in cash on completion of their acquisition by the Company. 
Tranche 2 - the Company will, on 31 May 2018 or earlier at the Company's option, acquire the balance of 1,013,514 Ordinary Shares at a price of 40 pence per share, a discount of 7 per cent. to the closing middle market price on 2 November 2017 being the date immediately prior to the date of the Contract. The consideration for the tranche 2 shares of 405,405.60 will be payable in cash on completion of their acquisition by the Company.
The purchase of each of tranche 1 and tranche 2 by the Company is subject to it having sufficient distributable profits available at the time of each such purchase.
Once acquired the shares in both tranches 1 and 2 are expected to be cancelled.
The Contract is conditional on shareholders approving a special resolution to grant the Company the authority necessary to purchase the 2,027,027 Ordinary Shares which are the subject of the Contract. Shareholders' approval will be sought at the Company's AGM to be held on 1 December 2017.
As Mark Whettingsteel was a director of the Company within the last 12 months, the Contract constitutes a related party transaction under the AIM Rule 13.The directors of the Company, consider, having consulted with WH Ireland Limited, the Company's nominated adviser, that the terms of the Contract are fair and reasonable insofar as the Company's shareholders are concerned.
Enquiries:
Croma Security Solutions Group plc
www.cssgplc.com
Sebastian Morley, Chairman
+44 (0) 7768 006909
WH Ireland Limited
www.whirelandplc.com
Mike Coe / Jessica Cave
+44 (0) 117 945 3470



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