Share Buy back
02/02/2023 07:05
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RNS Number : 6571O Immotion Group PLC 02 February 2023
The information contained within this announcement is deemed to constitute
inside information for the purposes of Article 7 of EU Regulation 596/2014
(Market Abuse Regulations) which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018. Upon publication of this announcement, this
inside information is now considered to be in the public domain.
2 February 2023
Immotion Group plc
("Immotion", or "Company")
Share Buy back
Immotion, the UK-based immersive entertainment group, announces that further
to the announcement earlier today regarding the Proposed Transaction for the
sale the Location Based Entertainment business ("LBE"), the Company has
entered into a conditional agreement to acquire the shares of Rodney Findley,
Ken Musen and Alasdair Ritchie (senior employees who will remain with the LBE
business) (together the "Leavers"). In aggregate the Leavers currently hold
21,657,193 ordinary shares in the Company ("Leaver Shares"), and share options
over 13,283,833 Ordinary Shares with an exercise price of 2.5p (the "Leaver
Options"). Rodney Findley is currently a director of the Company but will
leave the Board on completion of the sale of LBE.
It is the Board's intention to allow both Rodney Findley and Ken Musen to
exercise the Leaver Options, both vested and unvested, on a 'good leaver'
basis. The Company will buy back the Leaver Shares and Ordinary Shares
resulting from the exercise of the Leaver Options for cancellation at a price
of 3.65p per Ordinary Share (the "Transaction"). The Company has entered into
separate agreements with each of the Leavers in relation to the Transaction.
Completion of the Transaction is conditional on the consent of the Company's
Shareholders through the granting of the necessary authorities and the Company
procuring, if necessary, Court approval for a capital reduction to provide the
Company with sufficient distributable reserves. It is expected that a circular
detailing the necessary resolutions to effect the Transaction will be sent to
Shareholders Transaction during Q1 2023.
The acquisition of Rodney Findley's Ordinary Shares as part of the Transaction
is considered to be a related party transaction under AIM Rule 13 of the AIM
Rules for Companies due to Rodney Findley being a director of the Company. The
directors of the Company independent of Mr Findley consider, having consulted
with Cenkos Securities PLC, the Company's Nominated Adviser, that the terms of
the transaction are fair and reasonable insofar as the Company's shareholders
are concerned.
Copies of the buy-back contracts with the Leavers will be available for
inspection at the registered office of the Company for a period of 15 days
ending with the date of the general meeting at which approval of the
Shareholders is sought and at the general meeting itself.
Martin Higginson, Group CEO - Immotion Group plc said: "We would like to thank
Rod for his hard work and dedication in helping to grow the LBE business, he
has been a valued member of the plc board. We wish him, Ken, Alasdair and
the LBE team good luck in the next stage of the LBE journey."
Enquiries:
For further information please visit www.immotion.co.uk
(http://www.immotion.co.uk/) , or contact:
Immotion Group plc Martin Higginson investors@immotion.co.uk (mailto:investors@immotion.co.uk)
David Marks
Cenkos Securities plc Adrian Hadden Tel + 44 (0) 207 7397 8900
(Nomad and Sole Broker) Camilla Hume
Charlie Combe
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