REG - Ingenta PLC - Result of Tender Offer

IngentaAnnouncement

14/11/2022 16:00

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RNS Number : 3512G  Ingenta PLC  14 November 2022

 Ingenta plc

("Ingenta" or the "Company")

 

Result of Tender Offer

 

Ingenta plc, a leading provider of software and services to the global
publishing industry, is pleased to announce the result of the Tender Offer,
details of which were set out in the circular published by the Company on 25
October 2022 (the "Circular").

 

The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 1,796,484 Ordinary Shares, representing 11
per cent. of the Company's issued share capital (excluding Ordinary Shares
held in treasury). The Tender Price was 115 pence per Ordinary Share.

 

The Tender Offer was significantly oversubscribed with a total of 5,402,668
Ordinary Shares, representing 33.08 per cent. of the Company's issued share
capital (excluding Ordinary Shares held in treasury), being validly tendered
by Shareholders under the Tender Offer. In accordance with the terms and
conditions of the Tender Offer, the number of Ordinary Shares purchased will
be scaled back in accordance with the scaling mechanism as set out in
paragraph 2.14 of Part III of the Circular.

 

Accordingly, a total of 1,796,484 Ordinary Shares will, therefore, be
purchased under the Tender Offer and subsequently cancelled. The total value
which will be returned to Shareholders pursuant to the Tender Offer will be
approximately £2.07 million.

 

Payment of the consideration due to Shareholders whose tenders under the
Tender Offer have been accepted is expected to be despatched (by cheque or by
a CREST payment, as appropriate) along with balance certificates in respect of
non-tendered shares, on or before 28 November 2022.

 

The Company announces that it has been notified that Martyn Rose, Chairman
(and parties connected to him) and Mark Rowse, Non-executive Director,
tendered 510,995 Ordinary Shares and 48,430 Ordinary Shares, respectively, in
the Tender Offer. Following these transactions, Martyn Rose (and parties
connected to him) and Mark Rowse, beneficially hold 4,134,417 Ordinary Shares
and 391,847 Ordinary Shares representing 28.44 per cent. and 2.70 per cent.
respectively of the Company's issued share capital following the Tender Offer
(excluding Ordinary Shares held in treasury).

 

The Company announces that it has been notified that Kestrel Partners LLP
("Kestrel"), a substantial shareholder in the Company (and a person deemed to
be closely associated with Sebastian White, Non-executive Director), tendered
1,046,409 Ordinary Shares in the Tender Offer (following application of the
scale back mechanism). Following this transaction, Kestrel beneficially holds
3,588,864 Ordinary Shares representing 24.69 per cent. of the Company's issued
share capital following the Tender Offer (excluding Ordinary Shares held in
treasury).

 

Following the implementation of the Tender Offer and the cancellation of the
tendered Ordinary Shares, the Company will have 15,123,125 Ordinary Shares in
issue with 587,930 Ordinary Shares held in treasury.  Therefore, the total
number of voting rights in the Company will be 14,535,195. The figure of
14,535,195 may be used by the Company's shareholders as the denominator in the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure, Guidance and Transparency Rules.

 

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

 

 

 

 

 

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

 

 

Cenkos, which is authorised and regulated by the Financial Conduct Authority,
is acting for the Company and for no one else in connection with the Tender
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Cenkos or for affording
advice in relation to the Tender Offer, the contents of this announcement or
any transaction, arrangement or other matter referred to in the Circular.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Martyn Rose and M C Rose & J Sykes as Trustees of the MC Rose Settlement

                                                                 No 1

 2    Reason for the notification

 a)   Position/status                                              Chairman

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Ingenta plc

 b)   LEI                                                          213800QU4IVLTQZL3T37

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 10p each

      Identification code

                                                                   ISIN: GB00B3BDTG73
 b)   Nature of the transaction                                    Sale of Ordinary Shares pursuant to the Tender Offer

 c)   Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                            £1.15     510,995

 d)   Aggregated information                                       N/A -single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      11 November 2022

 f)   Place of the transaction                                     XOFF

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

N/A -single transaction

 

 

e)

 

Date of the transaction

11 November 2022

 

 

f)

 

Place of the transaction

 

XOFF

 

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Kestrel Partners LLP

 2    Reason for the notification

 a)   Position/status                                              Person closely associated with Sebastian White, Non-Executive Director

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Ingenta plc

 b)   LEI                                                          213800QU4IVLTQZL3T37

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 10p each

      Identification code

                                                                   ISIN: GB00B3BDTG73
 b)   Nature of the transaction                                    Sale of Ordinary Shares pursuant to the Tender Offer

 c)   Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                            £1.15     1,046,409

 d)   Aggregated information                                       N/A -single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      11 November 2022

 f)   Place of the transaction                                     XOFF

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

N/A -single transaction

 

 

e)

 

Date of the transaction

11 November 2022

 

 

f)

 

Place of the transaction

 

XOFF

 

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mark Rowse

 2    Reason for the notification

 a)   Position/status                                              Non-executive Director

 b)   Initial notification /Amendment                              Initial

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Ingenta plc

 b)   LEI                                                          213800QU4IVLTQZL3T37

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 10p each

      Identification code

                                                                   ISIN: GB00B3BDTG73
 b)   Nature of the transaction                                    Sale of Ordinary Shares pursuant to the Tender Offer

 c)   Price(s) and volume(s)                                       Price(s)  Volume(s)

                                                            £1.15     48,430

 d)   Aggregated information                                       N/A -single transaction

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      11 November 2022

 f)   Place of the transaction                                     XOFF

d)

 

Aggregated information

 

- Aggregated volume

 

- Price

N/A -single transaction

 

 

e)

 

Date of the transaction

11 November 2022

 

 

f)

 

Place of the transaction

 

XOFF

 

 

 

 

 

 

 

 

 

 

 

 

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