REG - Goodwin PLC - Proposed Tender Offer
05/05/2023 13:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230505:nRSE6226Ya&default-theme=true
RNS Number : 6226Y Goodwin PLC 05 May 2023
5 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
Goodwin PLC
("Goodwin", the "Company" or the "Group")
Proposed Tender Offer of up to 180,000 Shares at £48.00 per Ordinary Share
Goodwin PLC (LSE: GDWN), announces that it is proceeding with a Tender Offer
pursuant to which Qualifying Shareholders are invited to tender some or all of
their Ordinary Shares at the Tender Price of £48.00 per Ordinary Share
("Tender Price"). The Tender Offer is for a maximum of 180,000 Ordinary
Shares and the Tender Price represents:
· a premium of approximately 25 per cent. to the closing price of
£38.55 per Ordinary Share on the Latest Practicable Date; and
· a premium of approximately 23 per cent. to the volume weighted
average price per Ordinary Share over the one month to the Latest Practicable
Date.
Qualifying Shareholders are not required to tender any or all of their
Ordinary Shares if they do not wish to do so. Qualifying Shareholders have a
Guaranteed Entitlement to tender approximately 2.34 per cent. of the Ordinary
Shares held by them at the Record Date, rounded down to the nearest whole
number.
The Company expects to post later today a circular (the "Circular") to
shareholders to provide information about the background to and reasons for
the Tender Offer and why the Board considers that the Tender Offer is in the
best interests of the Company and Shareholders as a whole and unanimously
recommends they vote in favour of the Resolutions to be proposed at the
General Meeting, as the Directors have irrevocably undertaken to do for their
respective individual beneficial holdings of, in aggregate, 310,371 Ordinary
Shares, representing approximately 4.04 per cent. of the Issued Ordinary Share
Capital as at the Latest Practicable Date.
The implementation of the Tender Offer, along with any subsequent potential
share buyback if the Tender Offer is not taken up in full, requires
Shareholder approval by way of an ordinary resolution. The Resolutions will
be proposed at the General Meeting of the Company to be held at Crewe Hall,
Weston Road, Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m. (the
"General Meeting"). The Company will not be able to purchase any Ordinary
Shares pursuant to the Tender Offer unless the Resolutions are duly passed.
The Circular also contains further details on the procedure that should be
followed by those Qualifying Shareholders wishing to participate in the Tender
Offer.
A copy of the Circular will be published on the Company's website later today
at www.goodwin.co.uk and copies of the Circular will also be submitted to the
National Storage Mechanism and be available for inspection at
www.morningstar.co.uk/nsm
(https://url.avanan.click/v2/___http:/www.rotalaplc.com/our-investors/key-shareholder-documents.html___.YXAxZTpzaG9yZWNhcDphOm86NTcxNDE3NjZmZWM5NjI2MTMxY2JmYjU5MjU1Mjc0OWU6NjpiMTk1Ojg2ZTg4MTkwOGMyOGE0YTc4NTY5MGZmODg4NGViMjFkNjdkMWRiMjM1NTgwNDE3MzU3YmIwZDYzMWNkZjgyYWI6cDpU)
. A Tender Form for use by Shareholders who hold their Ordinary Shares in
certificated form in connection with the Tender Offer is also being despatched
with the Circular. Capitalised terms used but not defined in this announcement
will have the same meaning given to them in the Circular.
The Tender Offer is being made available to all Qualifying Shareholders who
are on the Register at the Record Date.
The Tender Offer is to be effected by Shore Capital Stockbrokers Limited
("Shore Capital") (acting as principal and not as agent, nominee or trustee)
purchasing Ordinary Shares from Shareholders. Shore Capital, in turn, has
the right to require the Company to purchase from it, and can be required by
the Company to sell to it, such Ordinary Shares at the Tender Price under a
repurchase agreement (the "Repurchase Agreement"), details of which are set
out further below. All Ordinary Shares purchased by the Company from Shore
Capital pursuant to the Repurchase Agreement will be cancelled.
The Board makes no recommendation to Shareholders in relation to participation
in the Tender Offer itself. Whether or not Shareholders decide to tender all
or any of their Ordinary Shares will depend on, among other things, their view
of the Company's prospects and their own individual circumstances, including
their tax position. Shareholders need to take their own decision and are
recommended to consult their duly authorised independent advisers.
This summary should be read in conjunction with the full text of this
announcement and the Circular.
The information communicated in this announcement contains inside information
for the purposes of Article 7 of the UK version of the EU Market Abuse
Regulation (2014/596) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to time.
The person responsible for arranging the release of this announcement on
behalf of the Company is Timothy Goodwin, Chairman.
BACKGROUND TO, REASONS FOR AND BENEFITS OF THE TENDER OFFER
Background to and reasons for the Tender Offer
The Board continually reviews the Company's capital allocation to maximise
long-term returns to Shareholders. Whilst the Board continues to explore
further growth opportunities, due to the strong cash generation of the
Company, its robust balance sheet, coupled with recent growth in workload, as
highlighted in its interim results for the six months ended 31 October 2022,
the Company has a sufficiently high level of funds available to it that is
surplus to its short-term requirements. As such, the Board has decided to
provide Qualifying Shareholders with the opportunity of returning value to
them through a capital distribution in addition to the existing dividend
policy.
The Board considers that a Tender Offer would be the most suitable way of
returning capital to Shareholders in a quick and efficient manner, taking into
account the costs, complexity and timeframes of other methods, as well as the
possible tax treatment and equality of treatment of Shareholders.
The Board also notes the Ordinary Shares are sometimes illiquid and believes
that the Tender Offer provides an opportunity for Qualifying Shareholders to
sell a portion of their Goodwin PLC shareholding without materially impacting
the share price.
The Board, with its continuing prudent approach to capital allocation,
confirms that the Company has sufficient working capital headroom to complete
the Tender Offer and Buyback after monitoring the Group's working capital
requirements, the funding of the potential future growth of the business and
to ensure the Company's ability to maintain its dividend policy.
Benefits of the Tender Offer for Shareholders
The benefits of the Tender Offer for Shareholders as a whole are that:
· it is available to all Qualifying Shareholders, regardless of the
size of their holdings;
· sales of Ordinary Shares in the Tender Offer are at the same price
for all sales (and at a premium as noted above (subject to any changes in the
market price of Ordinary Shares following the Latest Practicable Date)) so
will not impact the share price, which individual sales outside of the Tender
Offer may do due to the illiquid nature of the Ordinary Shares;
· enables Ordinary Shares to be sold free of commissions or charges
that would otherwise be payable if Qualifying Shareholders were to sell their
Ordinary Shares through their broker; and
· it permits Shareholders who wish to retain their current investment
in the Company to do so and no Shareholder is required to participate in the
Tender Offer.
The Tender Offer will reduce the number of Ordinary Shares in issue, and so
should, assuming earnings stay the same, have a positive impact on the Group's
earnings per share (as the Company intends, shortly following the completion
of the Tender Offer, to cancel all of the Ordinary Shares acquired in
connection with the Tender Offer).
THE TENDER OFFER
Overview of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which
it is made, will be set out in the Circular and in the Tender Form.
Shareholders do not have to tender any Ordinary Shares.
All Qualifying Shareholders who are on the Register at 6.00 p.m. on 30 May
2023 are entitled, but not required, to tender some or all of their Ordinary
Shares for purchase by Shore Capital, acting as principal, pursuant to the
requirements set out in the Circular.
Subject to satisfaction of the Conditions to the Tender Offer, Ordinary Shares
which are successfully tendered under the Tender Offer will be purchased at a
price of £48.00 per Ordinary Share, a premium of approximately 25 per cent.
to the closing price on the Latest Practicable Date.
The Issued Ordinary Share Capital on the Latest Practicable Date was
7,689,600. If the Tender Offer is implemented in full, this will result in
the purchase of 180,000 Ordinary Shares (representing approximately 2.34 per
cent. of the Issued Ordinary Share Capital on the Latest Practicable Date).
The Issued Ordinary Share Capital following the cancellation of the Ordinary
Shares (which will occur shortly after the Company has acquired all validly
tendered and purchased Ordinary Shares from Shore Capital) if the Tender Offer
is implemented in full will be 7,509,600.
The Tender Offer is to be effected by Shore Capital (acting as principal and
not as agent, nominee or trustee) purchasing Ordinary Shares from
Shareholders. Shore Capital, in turn, has the right to require the Company
to purchase from it, and can be required by the Company to sell to it, such
Ordinary Shares at the Tender Price under the Repurchase Agreement, details of
which will be set out in the Circular. All Ordinary Shares purchased by the
Company from Shore Capital pursuant to the Repurchase Agreement will be
cancelled.
Options available to Shareholders in respect of the Tender Offer
Option one - wish to participate - action required
Each Qualifying Shareholder who wishes to participate in the Tender Offer is
required to submit a tender by 1.00 p.m. on 30 May 2023 to sell some or all of
their Ordinary Shares.
The total number of Ordinary Shares tendered by any Qualifying Shareholder
should not exceed the total number of Ordinary Shares registered in the name
of that Qualifying Shareholder at the Record Date. For example, a Qualifying
Shareholder may decide to tender 50 per cent. of their Ordinary Shares, but if
a Qualifying Shareholder returned a tender purporting to offer for sale more
than 100 per cent. of their Ordinary Shares, they would be deemed to have
tendered only the number of Ordinary Shares actually owned by that Shareholder
on the Record Date, with the tender in respect of any additional shares being
deemed invalid.
Once made, any tender of Ordinary Shares will be irrevocable.
The Tender Offer will open on 5 May 2023 (unless such date is altered by the
Company in accordance with the Tender Offer). The Tender Offer will close at
1.00 p.m. on 30 May 2023 and tenders received after that time will not be
accepted (unless the Closing Date is extended by the Company in accordance
with the Tender Offer).
Option two - do not wish to participate - no action required
Qualifying Shareholders are not obliged to tender any Ordinary Shares if they
do not wish to do so. If no action is taken by Qualifying Shareholders,
there will be no change to the number of Ordinary Shares that they hold and
they will receive no cash as a result of the Tender Offer.
Guaranteed Entitlement
The Guaranteed Entitlement is only relevant if the Tender Offer is
oversubscribed. Tenders in respect of approximately 2.34 per cent. of each
holding of Ordinary Shares of every Qualifying Shareholder on the Record Date
will be accepted in full at the Tender Price and will not be scaled down.
This percentage is known as the "Guaranteed Entitlement". Qualifying
Shareholders may tender Ordinary Shares in excess of their Guaranteed
Entitlement up to the total number of Ordinary Shares held by each Qualifying
Shareholder on the Record Date ("Excess Entitlement") and, to the extent that
other Qualifying Shareholders do not tender any of their Ordinary Shares or
tender less than their Guaranteed Entitlement, those Qualifying Shareholders
may be able to utilise such Excess Entitlement through the Tender Offer.
AUTHORITY TO BUY BACK ORDINARY SHARES
If fewer than 180,000 Ordinary Shares are tendered by Shareholders through the
Tender Offer due to insufficient uptake, the Board also intends to undertake a
share buyback pursuant to which it would seek to acquire such number of
Ordinary Shares as, when aggregated with the Ordinary Shares tendered in the
Tender Offer, equals 180,000 Ordinary Shares.
At the General Meeting, approval will therefore be sought for authority to buy
back up to a maximum of 180,000 Ordinary Shares, representing approximately
2.34 per cent. of the Issued Ordinary Share Capital as at the Latest
Practicable Date (the "Buyback Authority").
The Buyback Authority will, should the Tender Offer not be fully taken up,
provide the Company with a general authority to buy back Ordinary Shares which
will be used only to take the aggregate number of Ordinary Shares acquired in
the Tender Offer together with any market purchases, to 180,000 Ordinary
Shares.
IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from each of the members
of the Concert Party not to participate in the Tender Offer (other than in
respect of 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom
Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of
Attorney). Each of the members of the Concert Party, and Nigel Brown, a
director, have also each undertaken to vote in favour of the Resolutions and
not to sell, or otherwise dispose of, the Ordinary Shares which are the
subject of the undertaking.
CURRENT TRADING AND PROSPECTS
Further to the announcement of the Group's interim results for the period
ended 31 October 2022, the Mechanical Engineering division's activity levels
are set to increase due to the Group's workload (forward order book), which,
at the date of this document, stands at £286 million and contains a growing
proportion of contracts that now span multiple years. However, the
profitability within the Mechanical Engineering division has not yet taken a
step forward, as it will take time for the activity levels to increase before
the benefit of the increased workload can be reflected in the financial
statements.
The profitability of the Refractory Engineering division has, on the whole,
remained buoyant and in line with the Board's expectations.
Continued uncertainty remains surrounding the macro-economic outlook and a
fall in consumer confidence within the wider economy continues to be a
concern. As a result, the Board continues to expect the pre-tax profits in the
second half of its financial year ended 30 April 2023 to be similar to the
first half, which would result in a modest increase in annual pre-tax profit
versus the year before.
The Group's significant capital investment programmes are drawing to a close,
the benefits of which will continue to be seen in the medium and long-term.
The Group will continue to focus on delivering existing orders, as well as
those still being pursued.
DIVIDENDS
Successfully tendered Ordinary Shares will, once acquired by the Company from
Shore Capital pursuant to the Repurchase Agreement following the closing of
the Tender Offer, be cancelled and will not rank for any future dividends.
TAX
Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. A guide to certain UK tax consequences of the Tender Offer for
Shareholders under current UK law and HM Revenue & Customs practice will
be set out in the Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK, or
who are in any doubt as to the potential tax consequences of tendering their
Ordinary Shares under the Tender Offer, are strongly recommended to consult
their own independent professional advisers before tendering their Ordinary
Shares under the Tender Offer.
concert party
Rule 9 of the Takeover Code
For the purposes of the Takeover Code, certain Directors and their families
and related trusts are deemed by the Takeover Panel to be acting in concert
(together, the "Concert Party"). The Concert Party own, in aggregate,
4,145,259 Ordinary Shares (including 2,613 Ordinary Shares owned by Betty
Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party,
holds a Lasting Power of Attorney) representing approximately 53.91 per cent.
of the issued Ordinary Share capital of the Company as at the Latest
Practicable Date.
Rule 9 of the Takeover Code applies to any person who acquires an interest in
shares which, whether by a series of transactions over a period of time or
not, when taken together with shares in which persons acting in concert with
him are interested carry thirty per cent. (30%) or more of the voting rights
of a company which is subject to the Takeover Code. Any such person is
required, in the absence of a waiver, to make a general offer to all
shareholders of that company and also to the holders of any other class of
transferable securities carrying voting rights to acquire their securities in
cash at not less than the highest price paid by such person, or by any person
acting in concert with him, for any interest in shares within the 12 months
prior to the offer. Such an offer under Rule 9 of the Takeover Code must also
be made, in the absence of a waiver, where any person who, together with
persons acting in concert with him, is interested in shares which in the
aggregate carry not less than thirty per cent. (30%) of the voting rights of a
company but does not hold shares carrying more than fifty per cent. (50%) of
such voting rights and such person, or any person acting in concert with him,
acquires an interest in any other shares which increase the percentage of
shares carrying voting rights in which he is interested.
Where such person is a director, or the group of persons acting in concert
includes directors, of a company, the acquisition of Ordinary Shares by the
Company through a Tender Offer would normally be treated as an acquisition for
the purposes of Rule 9, where it would have the effect of increasing the
percentage holdings of (but not necessarily the number of shares actually or
beneficially held by) that person or group of persons acting in concert,
depending on the level of take up of the Tender Offer and the identity of the
participating Qualifying Shareholders.
Having regard to: (a) the maximum number of Ordinary Shares that may be
acquired and cancelled by the Company under the Tender Offer and the
Repurchase Agreement; (b) the beneficial interests of the Concert Party in
Ordinary Shares disclosed to the Company as at the Latest Practicable Date;
and (c) the impact of the Irrevocable Undertakings received from members of
the Concert Party, the Board notes that the aggregate holding of the Concert
Party would increase to 55.20 per cent. of the issued Ordinary Share capital
as at the Latest Practicable Date.
Consequently, the application of Rule 9 of the Takeover Code in the
circumstances and context of the Tender Offer would not result in the Concert
Party being subject to an obligation to make an offer for the Company.
Furthermore, Shareholders should be aware that, for so long as the Concert
Party's aggregate holding of the voting rights in Company remains above fifty
per cent. (50%) (which will be the case even if the maximum number of Ordinary
Shares is validly tendered and accepted under the Tender Offer as each member
of the Concert Party has irrevocably agreed not to participate in the Tender
Offer), the Concert Party will remain free to increase its shareholding
without being subject to any obligation to make a general offer to all
Shareholders under Rule 9 of the Takeover Code. Furthermore, individual
members of the Concert Party would be free to purchase further Ordinary Shares
to take their personal holdings to 29.9 per cent. (29.9%) of the issued
Ordinary Share capital of the Company without incurring an obligation to make
a general offer to all Shareholders under Rule 9 of the Takeover Code.
If at any time after completion of the Tender Offer: (i) the Concert Party's
aggregate holding of the issued share capital of the Company falls below fifty
per cent. (50%) but not less than thirty per cent. (30%); and (ii) the Concert
Party subsequently acquires more voting rights, then the Concert Party will
normally be required by the Takeover Panel to make a general offer to purchase
all shares from all shareholders of the Company pursuant to and in accordance
with Rule 9 of the Takeover Code, unless an exempting condition applies, or if
a dispensation or waiver from the Takeover Panel is obtained (where available)
and, if required, such dispensation or waiver is approved by Shareholders.
Concert Party composition
The Concert Party comprises the following persons:
Shareholder Current Shareholding, including spouses and children under the age of 18 Current % of issued share capital Resulting % of issued share capital
on the basis of a full take up under the Tender Offer
Richard S Goodwin (and his wife Gillian C Goodwin) 21,670* 0.28% 0.29%
John W Goodwin (and his wife Elizabeth M Goodwin) 52,041 0.68% 0.69%
J M Securities Limited, wholly owned directly by JM Overseas Trust 1 2,154,009 28.01% 28.68%
J M Securities (No. 3) Limited, a wholly owned subsidiary of J M Securities 1,492,036 19.40% 19.87%
Limited, and in turn accordingly wholly owned indirectly by JM Overseas Trust
1
John W Goodwin Children's Trust 14,166 0.18% 0.19%
Matthew S Goodwin (and his wife Jemma Goodwin) 69,054 0.90% 0.92%
Simon R Goodwin (and his wife Shelley N Goodwin) 78,786 1.02% 1.05%
Bernard R E Goodwin (and his wife Hannah L Goodwin) 54,536 0.71% 0.73%
Tim J W Goodwin (and his wife Sophie A Goodwin) 118,926 1.55% 1.58%
Cristina I. Snow (and her husband James John Ballentine Snow) 38,605 0.50% 0.51%
Jennifer M. Lloyd Webber (and her husband Alistair Adam Lloyd Webber) 39,446 0.51% 0.53%
Joan Margaret Edge 11,984 0.16% 0.16%
Total 4,145,259 53.91% 55.20%
*included within this holding are 2,613 Ordinary Shares owned by Betty
Goodwin, in respect of whom Gillian C Goodwin holds a Lasting Power of
Attorney
GENERAL MEETING
Implementation of the Tender Offer requires the approval of certain matters by
Shareholders at a general meeting of the Company. Accordingly, a notice will
be set out at the end of the Circular convening the General Meeting to be held
at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May
2023.
Two resolutions will be proposed at the General Meeting, both of which are
ordinary resolutions, the passing of which requires a majority of the votes
cast (whether in person or by proxy) to be in favour.
The Tender Offer Resolution (Resolution 1), which is an ordinary resolution,
seeks authority to make market purchases of Ordinary Shares pursuant to the
Repurchase Agreement. The Resolution specifies the maximum number of
Ordinary Shares which may be acquired, and the price at which Ordinary Shares
may be acquired, pursuant to this authority. The authority sought will
expire on 30 September 2023.
Resolution 2, which is an ordinary resolution, seeks authority to make market
purchases of Ordinary Shares up to a maximum of 180,000 Ordinary Shares in the
Company (representing approximately 2.34 per cent. of the Issued Ordinary
Share Capital as at the Latest Practicable Date) and specifies the maximum and
minimum prices at which Ordinary Shares may be acquired. The Buyback
Authority will be used only to take the aggregate number of Ordinary Shares
acquired in both the Tender Offer and pursuant to the Buyback Authority, to
180,000 Ordinary Shares. The authority sought will expire at the conclusion
of the AGM of the Company to be held in 2023.
RECOMMENDATION
The Board considers the Tender Offer and the Resolutions to be in the best
interests of Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting, as the Directors intend to do for their respective
individual beneficial holdings of, in aggregate, 310,371 Ordinary Shares,
representing approximately 4.04 per cent. of the Issued Ordinary Share Capital
as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to participation
in the Tender Offer itself. Whether or not Shareholders decide to tender all
or any of their Ordinary Shares will depend on, among other things, their view
of the Company's prospects and their own individual circumstances, including
their tax position. Shareholders need to take their own decision and are
recommended to consult their duly authorised independent advisers.
Expected timetable of principal events
2023
Announcement of the Tender Offer, Tender Offer opens and publication of the 5 May
Circular
Latest time and date for receipt of Forms of Proxy for the General Meeting 10:00 a.m. on 25 May
General Meeting 10.00 a.m. on 30 May
Latest time and date for receipt of Tender Forms and share certificates or 1:00 p.m. on 30 May
other documents of title for tendered certificated Ordinary Shares (i.e.,
close of the Tender Offer)
Latest time and date for settlement of TTE Instructions for tendered 1:00 p.m. on 30 May
uncertificated Ordinary Shares (i.e. close of the Tender Offer)
Record Date for the Tender Offer 6:00 p.m. on 30 May
Announcement of the results of the Tender Offer 31 May
Unconditional Date for the Tender Offer and purchase of Ordinary Shares under 31 May
the Tender Offer
CREST accounts credited for revised uncertificated shareholdings of Ordinary 14 June
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 14 June
Ordinary Shares
Cheques despatched in respect of Tender Offer proceeds for certificated 14 June
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of 14 June
certificated Ordinary Shares
Despatch of balance share certificates in respect of unsold Ordinary Shares in 14 June
certificated form
Notes:
All references to times in the timetable above are to London times.
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
AGM annual general meeting;
Board or Directors the board of directors of the Company;
Business Day a day other than a Saturday or Sunday or public holiday in England and Wales
on which banks are open in London for general commercial business;
certificated or in certificated form recorded on the Register as being held in certificated form (that is, not in
CREST);
Circular the circular containing details of the above Tender Offer and buyback to be
sent to Shareholders;
Closing Date 30 May 2023 or such other date as may be determined in accordance with the
Circular;
Company Goodwin PLC, a public limited company incorporated in England and Wales with
registered number 00305907, whose registered office is at Ivy House Foundry,
Hanley, Stoke-On-Trent, ST1 3NR;
Computershare Computershare Investor Services PLC, a limited company incorporated in England
and Wales with registered number 03498808, whose registered office is at The
Pavilions, Bridgwater Road, Bristol, BS99 6AH;
Concert Party the persons deemed by the Takeover Panel to be acting in concert as set out
above;
Conditions has the meaning given to that term in the Circular;
CREST the paperless settlement procedure operated by Euroclear enabling system
securities to be evidenced otherwise than by certificates and transferred
otherwise than by written instrument;
FCA or Financial Conduct Authority the Financial Conduct Authority of the United Kingdom;
Form of Proxy the form of proxy to be enclosed with the Circular (where applicable) for use
by Shareholders in connection with the General Meeting;
FSMA Financial Services and Markets Act 2000, as amended from time to time;
General Meeting the General Meeting of the Company to be held at Crewe Hall, Weston Road,
Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m.;
Group the Company, together with its subsidiaries and subsidiary undertakings;
Guaranteed Entitlement has the meaning given to that term under "Guaranteed Entitlement" above;
Issued Ordinary Share Capital the Company's issued ordinary share capital, excluding any treasury shares
from time to time;
Latest Practicable Date 4 May 2023, being the latest practicable date prior to the publication of this
announcement;
Listing Rules the listing rules made under Part VI of FSMA (and contained in the FCA's
publication of the same name), as amended from time to time;
London Stock Exchange London Stock Exchange plc;
Main Market the main market for listed securities maintained by the London Stock Exchange;
Market Abuse Regulation Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse, and any implementing legislation, in each case
as it forms part of retained EU law as defined in the European Union
(Withdrawal) Act 2018;
Notice of General Meeting the notice of the General Meeting which will be set out at the end of the
Circular;
Ordinary Shares ordinary shares with a nominal value of 10 pence each in the capital of the
Company;
Overseas Shareholder a Shareholder who is resident in, or a citizen of, a jurisdiction outside the
United Kingdom;
Qualifying Shareholders Shareholders other than those with a registered address in any of the
Restricted Jurisdictions;
Receiving Agent Computershare Investor Services PLC;
Record Date 6.00 p.m. on 30 May 2023 or such other time and date as may be determined by
the Company;
Register the register of members of the Company;
Registrar Computershare Investor Services PLC;
Repurchase Agreement the purchase agreement entered into between the Company and Shore Capital
Stockbrokers described further above;
Resolutions the resolutions to be proposed at the General Meeting, as set out in the
Notice of General Meeting;
Restricted Jurisdictions Australia, Canada, the Republic of Ireland, Japan, New Zealand, the Republic
of South Africa, Switzerland, the United States of America and any other
jurisdiction which the Company and/or Shore Capital considers will impose an
unacceptable legal or regulatory burden in connection with the making of the
Tender Offer in such jurisdiction;
Shareholders holders of Ordinary Shares from time to time;
Shore Capital together, (i) Shore Capital and Corporate; and (ii) Shore Capital
Stockbrokers;
Shore Capital and Corporate Shore Capital and Corporate Limited, the Company's financial adviser;
Shore Capital Stockbrokers Shore Capital Stockbrokers Limited, the Company's broker;
Subsidiary has the meaning given to that term in section 1159 of the Companies Act 2006;
Subsidiary Undertaking has the meaning given to that term in section 1162 of the Companies Act 2006;
Takeover Code the City Code on Takeovers and Mergers;
Tender Form the tender form to be issued with the Circular to Qualifying Shareholders who
hold their Ordinary Shares in certificated form;
Tender Offer the invitation by Shore Capital to Shareholders to tender Ordinary Shares for
purchase by Shore Capital on the terms and subject to the conditions to be 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 Shore Capital);
Tender Offer Resolution has the meaning given to that term as set out further above;
Tender Price £48.00, being the price per Ordinary Share at which Ordinary Shares will be
purchased pursuant to the Tender Offer;
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland;
Uncertificated or in Uncertificated Form recorded on the Register as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be transferred by
means of CREST;
Unconditional Date the date on and time at which the Tender Offer becomes unconditional, which is
expected to be on 31 May 2023; and
US or United States the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction.
J. MARTIN
Company Secretary.
ENDS
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END TENNKPBKBBKDKPKRecent news on Goodwin
See all newsREG - Goodwin PLC - Director/PDMR Shareholding
AnnouncementREG - Goodwin PLC - Director/PDMR Shareholding
AnnouncementREG - Goodwin PLC - March 2024 Trading Update
AnnouncementREG - Goodwin PLC - Half-year Report
AnnouncementREG - Goodwin PLC - Director/PDMR Shareholding
Announcement