REG - Ingenta PLC - Proposed Tender Offer & Notice of General Meeting

IngentaAnnouncement

25/10/2022 07:00

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RNS Number : 9412D  Ingenta PLC  25 October 2022

Ingenta plc

("Ingenta" or the "Company")

 

                Proposed Tender Offer to purchase up to
1,796,484 Ordinary Shares at a Tender Price of 115 pence per Ordinary Share
and Notice of General Meeting

 

Ingenta plc ("Ingenta" or the "Company"), a leading provider of software and
services to the global publishing industry, announces that a circular (the
"Circular") will be sent to Shareholders later today detailing a Tender Offer
for up to a maximum of 1,796,484 Ordinary Shares representing approximately 11
per cent. of the Company's issued Ordinary Shares (excluding Ordinary Shares
held in treasury) at the Tender Price of 115 pence per Ordinary Share.

 

Unless otherwise stated, terms used in this announcement have the same
meanings as given to them in the Circular.

 

The Circular sets out the terms of the Tender Offer and incorporates a notice
of a General Meeting to be held at 10.00 a.m. on 11 November 2022 at Suite 2,
Whichford House, Parkway Court, John Smith Drive, Oxford, OX4 2JY. 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.

 

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.

 

For further information please contact:

 

                 Ingenta plc                                                   Tel: 01865 397 800
                 Scott Winner / Jon Sheffield

                 Cenkos Securities plc                                         Tel: 0207 397 8900
                 Katy Birkin / Callum Davidson

 

 

1               Introduction

 

The Board announces that the Company intends to return up to approximately
£2.07 million of cash to Qualifying Shareholders by way of the Tender Offer
and the subsequent repurchase from Cenkos of the Ordinary Shares successfully
tendered. The Tender Offer will be conducted at a fixed price of 115 pence per
Ordinary Share (the "Tender Price"), which represents a discount of
approximately 2.13 per cent. to the middle market closing price of an Ordinary
Share on 24 October 2022 (being the Latest Practicable Date) and will be
subject to the passing of a resolution by Shareholders as set out in the
General Meeting in Part V of the Circular.

 

If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this would result in the purchase of approximately 11 per cent. of the
Company's current issued share capital (excluding Ordinary Shares held in
treasury).

 

The Company is seeking authority to buy back up to approximately 1,796,484
Ordinary Shares pursuant to the Resolution to be put before Shareholders at
the General Meeting.

 

This is not a recommendation to Shareholders to sell or tender their Ordinary
Shares.  Shareholders are not obliged to tender any Ordinary Shares and
Shareholders who wish to retain all of their investment in the Company should
not return a Tender Form or submit a TTE Instruction. Whether or not
Qualifying Shareholders tender any Ordinary Shares will depend on, among other
things, their view of the Company's prospects and their own individual
circumstances, including their tax position, on which they should seek their
own independent advice.

 

2               Background to and reasons for the Tender Offer

 

The Board continually reviews the Company's capital allocation to maximise
long-term returns to Shareholders. Since the Company's admission to trading on
AIM in 2007, the Board has sought to return value to Shareholders through a
combination of capital appreciation, share buybacks and dividend payments.

 

Over the past three years, the Company has demonstrated a resilient trading
performance despite the impact of the COVID-19 pandemic. Through careful
management of the Group's cost base, the Company continued to enhance
operating performance, leading to 2021 KPIs exceeding those achieved prior to
the COVID-19 pandemic. This enhancement has continued into 2022. From FY 2019
to FY 2021, annualised recurring revenue grew from £8.4 million to £8.9
million, adjusted EBITDA increased from £1.3 million to £1.5 million and net
loss after tax of £1.4 million recovered to net profit of £1.8 million.
Since 2019, the Company has returned over £1.63 million to Shareholders by
way of dividend payments and share buybacks.

 

On 21 September 2022, the Company published its interim results for the
six-month period ended 30 June 2022 ("Interim Results"), reporting an increase
in margins and resultant profitability alongside a return to revenue growth,
benefitting from the continued expansion in the Group's Managed Service
offering and a small number of non-recurring items. The Company has continued
to be strongly cash generative and, following net cash generation of £1.4
million for the half year, had a healthy balance sheet with closing cash
balances of £4.4 million as at 30 June 2022.

 

Whilst the Board continues to explore further growth opportunities, it
currently considers that, following continued strong cash generation which is
expected to continue through FY 2022 and beyond, the Company has a level of
cash on its balance sheet that is surplus to its short-term requirements.

 

Taking account of 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 a progressive dividend, the Board has estimated the surplus cash in
the business to be approximately £2.07 million.

 

The Board considers that the Tender Offer would be the most suitable way of
returning capital to Shareholders in a quick and efficient manner, taking into
account the relative costs, complexity and timeframes of other possible
methods, as well as the likely tax treatment for and equality of treatment of
Shareholders. Accordingly, the Board has resolved, subject to the passing of
the Resolution, to seek to return up to approximately £2.07 million to
Qualifying Shareholders under the Tender Offer.

 

3               Benefits of the Tender Offer

 

The benefits of the Tender Offer, compared to other available options for a
return of surplus cash to Shareholders, are that the Tender Offer:

 

·    provides all Qualifying Shareholders who wish to sell Ordinary Shares
with the opportunity to do so;

·    allows the Company to broaden the return of cash to include those
Qualifying Shareholders whose Ordinary Shares might not otherwise be purchased
by the Company through a buy-back in the market;

·    enables Qualifying Shareholders to decide whether to tender none,
some or all of their Ordinary Shares within the overall limits of the Tender
Offer;

·    enables those Qualifying Shareholders who do not wish to receive
capital at this time to maintain their full investment in the Company;

·    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

·    enhances earnings per share in respect of Ordinary Shares and the
percentage holdings of Ordinary Shares of Shareholders not tendered under the
Tender Offer.

 

4               The Tender Offer

 

Structure of the Tender Offer

 

The Tender Offer will be implemented on the basis of Cenkos acquiring, as
principal, the successfully tendered Ordinary Shares at the Tender Price. The
Company will purchase such Ordinary Shares from Cenkos at the same price under
the Repurchase Agreement. The Company will cancel the Ordinary Shares
purchased by it under the Repurchase Agreement.

 

Up to 1,796,484 Ordinary Shares will be purchased under the Tender Offer,
representing approximately 11 per cent. of the Company's issued share capital
(excluding Ordinary Shares held in treasury) as at 24 October 2022, being the
Latest Practicable Date, for a maximum aggregate consideration of
approximately £2.07 million.

 

The Tender Offer is conditional, among other things, on the passing of the
Resolution at the General Meeting and the conditions set out in paragraph 2.1
of Part III of the Circular.

 

Qualifying Shareholders can decide whether they want to tender all, some or
none of their Ordinary Shares in the Tender Offer although Shareholders should
note that applications in excess of their Basic Entitlement may be subject to
scaling-back as explained below.

 

The Tender Offer is being made available to all Qualifying Shareholders on the
Register at 6.00 p.m. on the Record Date.

 

The Tender Offer will close at 1.00 p.m. (UK time) on 11 November 2022 and
tenders received after that time will not be accepted (unless the Tender Offer
is extended).

 

The Tender Price

 

A Tender Price of 115 pence per Ordinary Share will be applied to all Ordinary
Shares purchased by Cenkos pursuant to the Tender Offer.

 

The Tender Price will allow Cenkos to purchase the maximum number of Ordinary
Shares for a total cost not exceeding approximately £2.07 million or, if the
aggregate price of all Ordinary Shares validly tendered by Qualifying
Shareholders is less than approximately £2.07 million, all of the Ordinary
Shares validly tendered pursuant to the Tender Offer.

 

Number of Ordinary Shares to be purchased and scaling-back

 

Under the Tender Offer, each QualifyingShareholder is entitled to tender up to
11 per cent. of its, his or her shareholding to be purchased by Cenkos at the
Tender Price (being their Basic Entitlement).  Each Qualifying Shareholder's
Basic Entitlement will be calculated by the Registrars as at the Record Date
by reference to the Qualifying Shareholder's holding of Ordinary Shares as at
that date.

 

In addition, QualifyingShareholders are entitled to make an application to
tender in excess of their Basic Entitlements.  The extent to which excess
applications can be accepted will depend on the number of Ordinary Shares
tendered by other Qualifying Shareholders.

 

Provided that the conditions in paragraph 2.1 of Part III of the Circular are
met, if the aggregate value at the Tender Price of all validly tendered
Ordinary Shares is less than approximately £2.07 million, then all Ordinary
Shares validly tendered (including applications in excess of Basic
Entitlements) will be purchased at the Tender Price.

 

If the number of Ordinary Shares validly tendered by Qualifying Shareholders
is more than approximately £2.07 million, tenders will be accepted in the
order set out below:

 

a)    all Ordinary Shares tendered by Qualifying Shareholders up to their
Basic Entitlement will be accepted in full; and

b)    tenders of Ordinary Shares in excess of the Qualifying Shareholders'
Basic Entitlements will be satisfied pro rata in proportion to the amount
tendered in excess of Basic Entitlements (rounded down to the nearest whole
number of Ordinary Shares) or otherwise at the discretion of the Board, in
agreement with Cenkos.

 

For the avoidance of doubt, the number of Ordinary Shares to be purchased in
the Tender Offer will not, in any event, exceed 1,796,484 Ordinary Shares.

 

Once lodged (in the case of a Tender Form) or settled (in the case of a TTE
Instruction) such tender shall be irrevocable.

 

Ordinary Shares will be purchased pursuant to the Tender Offer on or around 14
November 2022.

 

Successfully tendered Ordinary Shares will be purchased free of commission and
dealing charges.

 

Any Ordinary Shares repurchased by the Company from Cenkos following the
purchase by Cenkos will be cancelled. Any rights of Ordinary Shareholders who
do not tender their Ordinary Shares will be unaffected.

 

Subject to any applicable rules and regulations, the Company reserves the
right at any time prior to the announcement of the results of the Tender
Offer, and with the prior consent of Cenkos, to extend the period during which
the Tender Offer is open, based on market conditions and/or other factors.

 

Basic Entitlement

 

Ordinary Shares tendered under the Tender Offer in respect of up to 11 per
cent. of each registered 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, provided that such Ordinary Shares are validly
tendered. This percentage is known as the "Basic Entitlement".

 

Qualifying Shareholders may tender Ordinary Shares in excess of their Basic
Entitlement. However, if the Tender Offer is oversubscribed, the tender of
such excess Ordinary Shares will only be successful to the extent that other
QualifyingShareholders have tendered less than their Basic Entitlement and may
be subject to the scaling-back arrangements described above.

 

Circumstances in which the Tender Offer may not proceed

 

The Tender Offer is conditional on the passing of the Resolution at the
General Meeting and the other conditions specified in paragraph 2.1 of Part
III of the Circular.

 

The Tender Offer is also conditional on no material adverse change or certain
other force majeure events arising prior to the closing of the Tender Offer.
Further details of these conditions are set out in paragraph 2.1 of Part III
of the Circular.

 

Full terms and conditions of the Tender Offer are set out in Part III of the
Circular, which Shareholders are recommended to read in full.

 

5               Authority to make market purchases of own shares

 

The Notice of General Meeting sets out the Resolution to authorise the Company
to buy back up to a maximum of 11 per cent. of the issued share capital of the
Company (excluding Ordinary Shares held in treasury) representing
approximately 1,796,484 Ordinary Shares pursuant to (and solely in relation
to) the Tender Offer.

 

6              Repurchase Agreement

 

Under the Repurchase Agreement, the parties have agreed that, subject to,
amongst other things, the sum of approximately £2.07 million (equal to the
Tender Price multiplied by the maximum number of Ordinary Shares that could be
repurchased under the Tender Offer) being received by Cenkos (or its
custodian) by no later than 5.00 p.m. on 14 November 2022 (or such later time
and/or date as may be agreed by Cenkos and the Company) and the Tender Offer
becoming unconditional in all respects and not lapsing or terminating in
accordance with its terms, Cenkos shall, as principal, purchase, "on
exchange", at the Tender Price, Ordinary Shares successfully tendered to it,
up to a maximum aggregate value, at the Tender Price, of approximately £2.07
million.

 

The Company has agreed that, immediately following the purchase by Cenkos of
all Ordinary Shares which it has agreed to purchase as principal under the
terms of the Tender Offer, the Company will purchase from Cenkos all such
Ordinary Shares at a price per Ordinary Share equal to the Tender Price. All
transactions will be carried out on the London Stock Exchange.

 

Under the Repurchase Agreement, the Company has agreed to cancel any Ordinary
Shares purchased by it under the Tender Offer.

 

The Repurchase Agreement contains certain warranties from Cenkos in favour of
the Company concerning its authority to enter into the Repurchase Agreement
and to make the purchase of Ordinary Shares pursuant thereto.

 

The Repurchase Agreement also contains warranties and undertakings from the
Company in favour of Cenkos and incorporates an indemnity in favour of Cenkos
in respect of any liability which it may suffer in relation to the performance
of its obligations under the Tender Offer.

 

7               Dividends

 

Successfully tendered Ordinary Shares will be cancelled and will not rank for
any future dividends. However, the right of Shareholders, recorded on the
Register on 7 October 2022, to receive and be paid the interim dividend
declared in the Interim Results released on 21 September  2022 and to be paid
on 4 November 2022, will not be affected by acceptance of the Tender Offer.

 

8               Overseas Shareholders

                The attention of Qualifying Shareholders who
are citizens, residents or nationals of countries outside the UK wishing to
participate in the Tender Offer is drawn to paragraph 6 (entitled "Overseas
Shareholders") in Part III of the Circular.

 

9               Taxation

 

Qualifying Shareholders should be aware that there may be tax considerations
that they should take  into account when deciding whether or not and/or the
extent to which to participate in the Tender Offer.  A summary of the
taxation consequences of the Tender Offer for UK resident Shareholders is set
out in Part IV of the Circular. It should be noted that this tax summary is
merely a guide to current tax law and practice in the UK. Shareholders are
advised to consult their own professional advisers regarding their own tax
position.

 

10             Notification of interests

 

Under chapter 5.1.2 of the DTR, certain Shareholders are required to notify
the Company of the percentage of voting rights they hold as Shareholders or
through their direct or indirect holding of financial instruments within the
limits referred to in the DTR. Following any purchase by the Company of
Ordinary Shares from Cenkos pursuant to the Repurchase Agreement, the
percentage of voting rights held by a Shareholder may change. Such a change in
the percentage of voting rights held by a Shareholder may give rise to an
obligation on the Shareholder to notify the Company as soon as possible, but
not later than two trading days, after becoming aware or being deemed to have
become aware of such change. If Shareholders are in any doubt as to whether
they should notify the Company or as to the form of that notification, they
should consult their solicitor or other professional adviser.

 

11             Action to be taken

 

Tender Offer

 

The procedure for tendering Ordinary Shares depends on whether Ordinary Shares
are held in certificated form or uncertificated form and is summarised below:

 

(a)            Ordinary Shares held in certificated form

 

Qualifying Shareholders who hold Ordinary Shares in certificated form and who
wish to participate in the Tender Offer should follow the instructions on the
Tender Form provided to them and return it to the Receiving Agent to arrive by
no later than 1.00 p.m. on 11 November 2022. Qualifying Shareholders who hold
their Ordinary Shares in certificated form should also send their original
share certificate(s) in respect of the Ordinary Shares tendered with their
Tender Form.

 

(b)            Ordinary Shares held in uncertificated form

 

Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
(that is, in CREST) and who wish to participate in the Tender Offer should
tender electronically through CREST so that the TTE Instruction settles no
later than 1.00 p.m. on 11 November 2022.

 

Further details of the procedures for tendering and settlement are set out in
Part III of the Circular.

 

Shareholders who do not wish to participate in the Tender Offer should not
complete the Tender Form and should not make or arrange for a TTE Instruction.

 

General Meeting

 

Whether or not you intend to attend the General Meeting in person, you are
encouraged to appoint a proxy. To be valid, a Form of Proxy for use at the
General Meeting must be completed and returned so as to reach PXS1 Link Group
at 10(th) Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL by not
later than 10.00 a.m. on 9 November 2022.

 

Shareholders can appoint proxies electronically via www.signalshares.com
(http://www.signalshares.com) so that the instruction is received by Link
Group by not later than 10.00 a.m. on 9 November 2022. CREST members can also
appoint proxies by using the CREST electronic proxy appointment service and
transmitting a CREST Proxy Instruction in accordance with the procedures set
out in the CREST Manual so that it is received by Link Group (under CREST
participant RA10) by not later than 10.00 a.m. on 9 November 2022. The time of
receipt will be taken to be the time from which Link Group  is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.

 

If you are in any doubt as to the action you should take, you are recommended
to seek your own independent advice.

 

Recommendation

 

The Board considers the Resolution to be in the best interests of Shareholders
as a whole. Accordingly, the Board recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as the Directors
intend to do for their respective individual beneficial holdings of, in
aggregate, 9,801,084 Ordinary Shares, representing approximately 60.01 per
cent. of the Company's issued share capital (excluding Ordinary Shares which
are held in treasury) as at the Latest Practicable Date.

 

12             General

 

Any repurchase of Ordinary Shares pursuant to the Repurchase Agreement will be
financed solely from the Company's existing cash resources. No borrowings will
be incurred by the Company in respect of any repurchase of Ordinary Shares
pursuant to the Repurchase Agreement.

 

As at the Latest Practicable Date, the issued share capital of the Company
carrying voting rights was 16,331,679 Ordinary Shares (excluding the 587,930
Ordinary Shares held in treasury by the Company which do not carry voting
rights).

 

Cenkos has given and has not withdrawn its consent to the inclusion of its
name in the Circular.

 

13             Irrevocable undertakings

 

The Company has received irrevocable undertakings to tender Ordinary Shares
under the Tender Offer in respect of, in aggregate, 1,020,875 Ordinary Shares,
representing approximately 6.25 per cent. of the current issued Ordinary
Shares (excluding Ordinary Shares held in treasury). These undertakings have
been received in relation to Basic Entitlements from Martyn Rose (and parties
connected to him) in respect of 510,995 Ordinary Shares and Kestrel Partners
LLP ("Kestrel") in respect of 509,880 Ordinary Shares. Martyn Rose (and
parties connected to him) have also undertaken not to apply for any excess
entitlements under the Tender Offer.

 

14             Related party transaction

 

The intentions and undertakings to participate in the Tender Offer by Martyn
Rose (and parties connected to him), Mark Rowse (as detailed in paragraph 16
below) and Kestrel, are deemed to constitute a related party transaction under
AIM Rule 13. Both Martyn Rose and Kestrel are Substantial Shareholders of the
Company, Martyn Rose and Mark Rowse are both directors and Sebastian White, is
a director who is deemed to hold managerial responsibilities at Kestrel with
Kestrel therefore being deemed to be a person closely associated with him. The
Independent Directors consider that, having consulted with the Company's
nominated adviser, Cenkos, the terms of their participation in the Tender
Offer are fair and reasonable insofar as Shareholders are concerned.

 

15             Directors' Interests

 

The interests (all of which are beneficial unless stated otherwise) of the
Directors and of persons connected with them (within the meaning of Section
252 of the 2006 Act) in the issued share capital of the Company (excluding
Ordinary Shares held in treasury) and the existence of which is known to, or
could with reasonable due diligence be ascertained by, any Director as at the
date of this announcement are as follows:

 

 Name                Position                 Number of Ordinary Shares  Percentage of issued share capital
 Martyn Rose(1)      Chairman                 4,645,412                  28.44
 Scott Winner        Chief Executive Officer  22,000                     0.13
 Jon Sheffield       Chief Financial Officer  13,872                     0.08
 Neil Kirton         Non-executive Director   44,250                     0.27
 Mark Rowse          Non-executive Director   440,277                    2.70
 Sebastian White(2)  Non-executive Director   4,635,273                  28.38
 Total                                        9,801,084                  60.01

 

Notes:

(1)        Mr Rose's interests comprise 2,280,269 Ordinary Shares held
personally by Mr Rose and 2,365,143 Ordinary Shares held by M C Rose & J
Sykes as Trustees of the MC Rose Settlement No 1 which he is deemed to be
interested in.

(2)        As Mr White (a Non-executive Director of Ingenta) is deemed
to hold managerial responsibilities at Kestrel, Kestrel is deemed to be a
person closely associated with him.

 

16             Intentions of the Directors in relation to the
Tender Offer

 

The Directors are currently interested, in aggregate, in 9,801,084 Ordinary
Shares, representing approximately 60.01 per cent. of the issued share capital
of the Company (excluding Ordinary Shares held in treasury). The Directors
have indicated (and in the case of Martyn Rose and Sebastian White (by virtue
of him being deemed to be a person closely associated with Kestrel) have
undertaken) their intention to tender their Ordinary Shares (directly or
through their connected parties) as follows:

 

 Name             Basic Entitlement take-up  Applications in excess of Basic Entitlement

                  (Ordinary Shares)          (Ordinary Shares)
 Martyn Rose      510,995                    -
 Scott Winner     -                          -
 Jon Sheffield    -                          -
 Neil Kirton      -                          -
 Mark Rowse       48,430                     -
 Sebastian White  509,880                    4,125,393
 Total            1,069,306                  4,125,393

 

Excess tenders by Sebastian White will be subject to the scaling-back
arrangement described in paragraph 4 above.

 

Assuming that the maximum number of Ordinary Shares under the Tender Offer are
purchased and that the Directors' Basic Entitlements are satisfied in full,
the Directors (and persons closed associated with them), following completion
of the Tender Offer, will be interested, in aggregate, in 8,731,778 Ordinary
Shares, representing approximately 60.07 per cent. of the issued share capital
of the Company (excluding Ordinary Shares held in treasury).

 

17             Issued Ordinary Shares following the Tender Offer

 

Assuming that the maximum number of Ordinary Shares under the Tender Offer are
bought back by the Company and cancelled, the Company's issued share capital
(excluding Ordinary Shares held in treasury) will be reduced by 1,796,484
Ordinary Shares to 14,535,195 Ordinary Shares. An announcement setting out the
Company's new issued share capital for the purposes of making DTR 5.1.2
notifications will be made following any purchase by the Company of Ordinary
Shares from Cenkos in relation to the Tender Offer.

 

18             Further Information

 

Your attention is drawn to the information contained in the Circular,
including, in particular, the terms and conditions of the Tender Offer in Part
III.

 

19             Recommendation

 

The Board considers the Resolution to be in the best interests of Shareholders
as a whole. Accordingly, the Board recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting, as the Directors
intend to do for their respective individual beneficial holdings of, in
aggregate, 9,801,084 Ordinary Shares, representing approximately 60.01 per
cent. of the Company's issued share capital (excluding Ordinary Shares held in
treasury) as at the Latest Practicable Date.

 

The Directors are making no recommendation to Qualifying Shareholders in
relation to participation in the Tender Offer itself. Whether or not
Qualifying Shareholders decide to tender their Ordinary Shares will depend,
amongst other things, on their view of the Company's prospects and on their
own individual circumstances (including their own tax position).

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

                 Announcement of the Tender Offer                                                25 October 2022

                 Posting of the Circular                                                         25 October 2022

                 Tender Offer opens                                                              25 October 2022

                 Latest time and date for receipt of CREST Proxy                                 10.00 a.m. on 9 November 2022
 Instructions for the General Meeting

 Latest time and date for receipt of Forms of Proxy for the General Meeting                      10.00 a.m. on 9 November 2022

 General Meeting                                                                                 10.00 a.m. on 11 November 2022

 Announcement of result of General Meeting                                                       11 November 2022

 Latest time and date for receipt of Tender Forms or for settlement of TTE                       1.00 p.m. on 11 November 2022
 Instructions in respect of the Tender Offer

 Record Date for participation in the Tender Offer                                               6.00 p.m. on 11 November 2022

 Announcement of the results of the Tender Offer                                                 14 November 2022

 Cheques despatched and CREST accounts credited with proceeds in respect of                      on or before 28 November 2022
 successfully tendered Ordinary Shares

 CREST accounts credited with uncertificated Ordinary Shares unsuccessfully                      on or before 28 November 2022
 tendered and despatch of balance share certificates for unsold certificated

 Ordinary Shares (if applicable)

 

                Notes:

1.                   The above times and/or dates are
indicative only and may change. If any of the above times and/or dates change,
the revised times and/or dates will be notified by announcement through a
Regulatory Information Service.

 

2.                    All references to times in this
announcement are to London times unless otherwise stated.

 

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