REG - Goodwin PLC - Result of Tender Offer, TVR & Directors' interests

GoodwinAnnouncement

31/05/2023 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230531:nRSe0927Ba&default-theme=true

RNS Number : 0927B  Goodwin PLC  31 May 2023

31 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 OF THAT JURISDICTION.

 

Goodwin PLC

("Goodwin" or the "Company")

 

Result of Tender Offer

Total Voting Rights

and

Directors' interests

 

 

Goodwin (LSE: GDWN) is pleased to announce the result of its Tender Offer,
details of which were set out in the circular published by the Company on 5
May 2023 (the "Circular").

 

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 180,000 Ordinary Shares at the Tender Price
of £48.00 per Ordinary Share, for an aggregate maximum consideration of
approximately £8.64 million. The Tender Offer closed at 1.00 p.m. on 30 May
2023. Valid tenders were received in respect of 411,371 Ordinary Shares, equal
to 229 per cent. of the total number of Ordinary Shares subject to the Tender
Offer.

 

As the Tender Offer was oversubscribed, not all of the Ordinary Shares that
have been validly tendered have been accepted and purchased. The Guaranteed
Entitlement therefore applies to each Qualifying Shareholder. Tenders have
been accepted on the basis set out in paragraphs 2.15.1 and 2.15.2 of Part IV
of the Circular as follows:

 

·    all Ordinary Shares validly tendered up to the Guaranteed
Entitlement, for each relevant holding of Ordinary Shares, will be accepted
and purchased in full; and

 

·    all Ordinary Shares validly tendered in excess of the Guaranteed
Entitlement, for each relevant holding of Ordinary Shares, will be scaled down
pro rata to the total number of such Ordinary Shares tendered in excess of the
Guaranteed Entitlement, such that the total cost of Ordinary Shares to be
purchased pursuant to the Tender Offer does not exceed £8.64 million.

 

Of the total number of Ordinary Shares validly tendered and purchased by the
Company, all 180,000 Ordinary Shares will be cancelled, with effect from on or
around 7 June 2023.

 

It is expected that CREST accounts will be credited on or around 7 June 2023
for revised uncertificated holdings of Ordinary Shares and Tender Offer
proceeds. For Ordinary Shares held in certificated form, it is expected that
cheques in respect of Tender Offer proceeds and balancing share certificates
will be despatched on or around 7 June 2023.

 

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 180,000
Ordinary Shares referred to above, the Company will have 7,509,600 Ordinary
Shares in issue with no Ordinary Shares held in treasury. Therefore, the total
number of voting rights in the Company will be 7,509,600 which may be used by
Shareholders as the denominator in the calculations by which they may
determine if they are required to notify their interest, or a change to their
interest, in the Company under the FCA's Disclosure Guidance and Transparency
Rules.

 

Directors' interests

Following the closing of the Tender Offer, the interests of each Director, all
of which are beneficial, of the Company's total voting rights are as follows:

 

 Name             Number of Ordinary Shares held pre and post completion of the Tender Offer(1)  % of Company's total voting rights immediately following the Tender Offer
 Timothy Goodwin  118,926                                                                        1.58%
 Matthew Goodwin  69,054                                                                         0.92%
 Simon Goodwin    78,786                                                                         1.05%
 Bernard Goodwin  54,536                                                                         0.73%
 Nigel Brown      445                                                                            0.01%
 Total            316,456                                                                        4.21%

(1)Including spouses and children under the age of 18

 

Capitalised terms used in this announcement (unless otherwise defined) have
the meanings set out in 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.

 

T. GOODWIN

Chairman

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  RTEURUAROSUVOUR