REG - Intuitive Invests.Gp - Notice of General Meeting to approve Proposals

Intuitive InvestmentsAnnouncement

11/07/2023 07:00

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RNS Number : 5695F  Intuitive Investments Group plc  11 July 2023

 

Intuitive Investments Group plc ("IIG")

 

Intention to join Specialist Fund Segment and pursue new investment policy

Notice of General Meeting to approve Proposals

 

Intuitive Investments Group plc (AIM: IIG) ("IIG" or the "Company"), a
closed-end investment company currently focussed on the life sciences sector,
announces that a Circular (the "Circular") is being posted to Shareholders
setting out the background to and reasons for a number of proposals
(summarised below) and includes a notice of a General Meeting of the Company
which is being convened for midday on 28 July 2023 at Parklands Hotel &
Country Club Crookfur Park, Ayr Road, Newton Mearns Glasgow G77 6DT.

The Company will shortly publish a Prospectus which accompanies the Circular,
which will be made available at the Company's website www.iigplc.com
(http://www.iigplc.com) . The Prospectus is required, amongst other things, to
facilitate the admission of the Company's Ordinary Shares to the Specialist
Funds Segment. IIG confirms that it expects new investments in the near term
to be funded from existing cash resources.

As announced separately today, Sir Nigel Rudd will become IIG's Independent
Non-Executive Chairman subject to admission of the Company to the Specialist
Fund Segment of the London Stock Exchange's Main Market, which is expected to
take place on 8 August 2023.

Summary

 * IIG is seeking shareholder approval for a number of proposals at a General
Meeting on 28 July 2023 to support a shift in strategy to invest in a
portfolio concentrating on fast growing and / or high potential Life Sciences,
Healthcare and Technology businesses operating predominantly in the UK,
continental Europe, the US and APAC, targeting an average return to
Shareholders of 20 per cent. capital growth per annum.

 * In recognition of the changes resulting from the proposals, the Board is
giving Qualifying Shareholders the ability to realise some or all of their
shareholding in the Company through a Tender Offer, under which approximately
17.4 per cent. of the existing issued ordinary share capital of the Company
would be purchased by Placees procured by Turner Pope at a price of 5.25 pence
per Ordinary Share. If the maximum number of Ordinary Shares under the Tender
Offer is acquired, this will result in an amount of £675,000 being returned
to Qualifying Shareholders. Due to the high proportion of irremovable
undertakings and intentions received, each Qualifying Shareholder has a basic
entitlement to tender 46.1 per cent. of the Ordinary Shares held by them.

 * The Circular includes further detail on the following proposals:

o  Appointment of Sir Nigel Rudd as Non-Executive Chairman.

o  Change of investment policy.

o  Move to the Specialist Fund Segment.

o  Authority to allot Ordinary Shares and disapply statutory pre-emption
rights.

o  Tender Offer and Placing.

o Shareholder protection of minimum market capitalisation of £100 million
otherwise a continuation vote will be proposed at the Company's next AGM.

o  Removal of the performance fee.

 * The Company has irrevocable undertakings and intentions from certain
Shareholders, including Directors, representing approximately 62.4 per cent.
of the existing issued ordinary share capital of the Company to vote in favour
or the Resolutions and retain their current shareholdings. They have therefore
irrevocably undertaken not to tender their Ordinary Shares under the Tender
Offer.

 * The Directors consider the Resolutions to be proposed at the General Meeting
to be in the best interests of the Company and its Shareholders as a whole and
accordingly recommend that Shareholders vote in favour of the Resolutions.

 * Further details are included below in an extract from the Letter of the
Chairman of IIG from the Circular.

 

Julian Baines, current non-Executive Chairman, said:

"The Board wholeheartedly supports today's Proposals to move IIG to the Main
Market and broaden its investment policy to pursue a number of exciting
opportunities that lie ahead."

 

 Intuitive Investments Group plc                      www.iigplc.com (http://www.iigplc.com/)
 Julian Baines, Non-Executive Chairman                Via FTI Consulting

 Robert Naylor, CEO
 SP Angel Corporate Finance LLP - Nominated Adviser   +44 (0) 20 3470 0470
 Jeff Keating / David Hignell / Kasia Brzozowska
 Turner Pope Investments (TPI) Ltd - Broker           +44 (0) 20 3657 0050
 Andrew Thacker / James Pope
 FTI Consulting
 Jamie Ricketts / Charlotte Stephen / Joshua Ayodele  IIG@fticonsulting.com

 

About Intuitive Investments Group plc

The Company is an investment company seeking to provide investors with
exposure to a portfolio concentrating on fast growing and/or high potential
Life Sciences businesses operating predominantly in the UK, continental Europe
and the US, utilising the Board's experience and in particular that of the
chairman of the Investment Committee, David Evans, to seek to generate capital
growth over the long term for shareholders.

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the
European Union (Withdrawal) Act 2018.  Upon the publication of this
announcement via Regulatory Information Service ('RIS'), this inside
information is now considered to be in the public domain.

Terms defined in this Announcement bear the meaning set out in the Appendix to
this Announcement.

Expected timetable of principal events

 Announcement of the proposed AIM Cancellation and Tender Offer and posting of  11 July 2023
 the Circular and Form of Proxy to Shareholders
 Tender Offer opens                                                             11 July 2023
 Latest time and date for receipt of Forms of Proxy                             Midday on 26 July 2023
 Latest time and date for receipt of TTE Instructions from CREST Shareholders    1.00 p.m. 26 July 2023
 in relation to the Tender Offer (i.e. close of Tender Offer)
 Tender Offer Record Date                                                       6.00 p.m. on 26 July 2023
 General Meeting                                                                Midday on 28 July 2023
 Announcement of results of the Tender Offer (Effective Date)                   28 July 2023
 Tendered Ordinary Shares placed with Placees                                   1 August 2023
 CREST accounts credited for revised holdings of, and Tender Offer proceeds     By 1 August 2023
 for, Ordinary Shares
 Last day of dealings in the Ordinary Shares on AIM                             7 August 2023
 Cancellation of admission of the Ordinary Shares to trading on AIM             7.00 a.m. on 8 August 2023
 Admission and commencement of dealings in Ordinary Shares on the Specialist    8.00 a.m. on 8 August 2023
 Fund Segment

 

Overseas Shareholders should inform themselves about and observe any
applicable or legal regulatory requirements. If you are in any doubt about
your position, you should consult your professional adviser in the relevant
jurisdiction.

A summary of the taxation consequences for UK resident Shareholders is also
set out in the Circular. However, Shareholders are advised to consult their
own professional adviser regarding their own tax position.

The Circular and Prospectus will also shortly be available on the Company's
website at www.iigplc.com (http://www.iigplc.com) .

Turner Pope Investments Limited, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for the Company and no one
else in connection with the Proposals and the other matters referred to in
this Announcement, and will not regard any other person as a client in
relation to the Proposals and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor for
providing advice, in relation to the Proposals, the contents of this
Announcement, the Circular or any other matter referred to in this
Announcement.

Extracts from the Chairman's letter to Shareholders

1.    Introduction

The Company is seeking Shareholders' approval of the Proposals at a General
Meeting to be held at Parklands Hotel & Country Club Crookfur Park, Ayr
Road, Newton Mearns Glasgow G77 6DT at midday on 28 July 2023. The notice of
the General Meeting is set out in Part 5 of the Circular. Shareholders should
note that unless all of the Resolutions are passed at the General Meeting, the
Tender Offer will not take place and the cancellation of trading on AIM and
admission to trading on the Specialist Fund Segment will not occur as
currently proposed.

2.    the proposals

Appointment of Sir Nigel Rudd as Non-Executive Chairman

Sir Nigel Rudd will become the Company's Non-Executive Chairman, subject to
Admission.

He is an experienced Chairman of listed businesses and investor in emerging
growth companies and SMEs.

After reversing a South Wales construction company into what was then a small
public company, Williams PLC, he became Chairman in 1982. Within a five year
period Williams PLC was admitted to the FTSE 100 Index. Williams PLC remained
one of the largest industrial holding companies in the UK until its demerger
in 2000 into two separate entities, Chubb and Kidde, both of which were
eventually acquired by UTC, a large US Corporation.

Over the past 25 years, Sir Nigel has chaired some of the largest UK companies
including Pendragon plc, the automotive retailer; Pilkington, a manufacturer
of glass and glazing systems; Alliance Boots, a global retail pharmacy;
Heathrow, the UK airport; Invensys plc, an engineering firm; Business Growth
Fund, an investor in growth companies; Signature Aviation plc, the aviation
firm; and Meggitt plc, the aerospace and defence firm. Sir Nigel occupied a
seat on the Barclays Bank Board for more than 12 years, latterly as Deputy
Chairman, retiring in 2008.

He is a Deputy Lieutenant of Derbyshire and for five years was Chancellor of
Loughborough University where he holds an honorary doctorate. He also has a
doctorate from the University of Derby, his home City.

Sir Nigel qualified as a Chartered Accountant at the age of 20. He spent the
next ten years working firstly as an accountant and latterly as a
trouble-shooter at a conglomerate mainly involved in the construction
industry.

Julian Baines, MBE, the current Non-Executive Chairman of the Company, will
step down as a Chairman and will become an independent non-executive Director
of the Company.

Proposed change of investment policy

The revised investment policy broadens the Company's remit to technology, as
well as healthcare and life sciences companies and the geography where the
Company may invest to include APAC. The Board will seek to exploit the
differential in valuations of life sciences and technology companies in
different territories.

 

There are many examples in which the team have been involved, for example Sir
Nigel Rudd setting up and Chairing the Business Growth Fund, an equity
investor in early stage growth companies, both private and listed, with a
balance sheet of approximately £2.5 billion. David Evans and Julian Baines,
working with companies and partnering with institutions in other
jurisdictions, such as taking UK life sciences intellectual property and
partnering with US healthcare providers leading to the commercialisation of
products. Malcolm Gillies has wide international experience of working with
technology and other businesses.

 

It should be noted, under the proposed new investment policy, there is no
specific limit on the amount to be invested in a single company.

 

Overall, the Directors believe this change will allow the Board more
flexibility in generating Shareholder returns.

 

Proposed migration to the Specialist Fund Segment

The Directors believe that the migration of the Company from AIM to the
Specialist Fund Segment will:

•       further enhance the Company's profile and brand recognition
with investee companies;

•       extend the Company's shareholder base to a wider group of
institutional shareholders;

•       assist in the recruitment, retention and incentivisation of
employees; and

•       support the Company's growth strategy.

 

The Specialist Fund Segment is intended for institutional, professional,
professionally advised and knowledgeable investors who understand, or who have
been advised of, the potential risk from investing in companies admitted to
the Specialist Fund Segment. The Specialist Fund Segment is only suitable for
investors: (i) who understand the potential risk of capital loss and that
there may be limited liquidity in the underlying investments of the Company;
(ii) for whom an investment in securities admitted to trading on the
Specialist Fund Segment is part of a diversified investment programme; and
(iii) who fully understand and are willing to assume the risks involved in
such an investment portfolio. It should be remembered that the price of the
Ordinary Shares can go down as well as up.

 

Proposed grant of general authority to allot Ordinary Shares and proposed
disapplication of statutory pre-emption rights

The Directors consider that further share issuance will have the following
benefits:

 * enhance the Net Asset Value per Ordinary Shares through the issuance of
Ordinary Shares at a premium to the prevailing published Net Asset Value per
Ordinary Share;

 * grow the Company, thereby spreading operating costs over a larger capital base
which should reduce the ongoing charges ratio;

 * the Company will be able to raise additional capital promptly, allowing it to
take advantage of future investment opportunities as and when they arise;

 * further diversifying the Company's portfolio of investments; and

 * improve liquidity in the market for Ordinary Shares.

 

The minimum price at which Ordinary Shares will be issued pursuant to the
Placing Programme or in consideration for investments, will be equal to the
prevailing published Net Asset Value per Share at the time of issue together
with a premium to at least cover the costs and expenses of the relevant
Placing of Ordinary Shares (including, without limitation, any placing
commissions). Any Ordinary Shares issued for non-cash consideration may be
subject to a third-party valuation from an appropriate qualified independent
adviser.

 

Proposed Tender Offer and Placing

The Board recognises that, following the Company's AIM Cancellation, the
Company will no longer be subject to the AIM Rules for Companies or be
required to retain the services of an independent nominated adviser. The
Specialist Fund Segment will provide a more flexible regulatory regime than
AIM.

 

The Board therefore intends to provide Qualifying Shareholders with the
ability to realise some or all of their shareholding in the Company through a
Tender Offer, under which up to 12,857,142 Ordinary Shares (representing
approximately 17.4 per cent. of the existing issued ordinary share capital of
the Company) held by Qualifying Shareholders would be purchased by Placees
procured by Turner Pope at a price of 5.25 pence per Ordinary Share. If the
maximum number of Ordinary Shares under the Tender Offer is acquired, this
will result in an amount of approximately £675,000 million being returned to
Qualifying Shareholders.

 

The Company has received irrevocable undertakings and intentions from
Shareholders, including Directors, holding in aggregate 46,194,279 Ordinary
Shares (representing approximately 62.4 per cent. of the existing issued
ordinary share capital of the Company) not to tender their Ordinary Shares
under the Tender Offer. Therefore, each Qualifying Shareholder is entitled to
tender 46.1 per cent. of the Ordinary Shares held by them at the Record Date,
rounded down to the nearest whole number of Ordinary Shares at a price of 5.25
pence per Ordinary Share ("Basic Entitlement").

 

Financing of the Tender Offer

The Company has sufficient cash resources to undertake the Tender Offer,
however, as a relatively new company investing in early-stage healthcare
companies, the Company has no distributable reserves from which to repurchase
its own Ordinary Shares. Therefore, Turner Pope has conditionally placed
£675,000 Ordinary Shares with Placees. The demand generated by Turner Pope,
under the Placing, will firstly be used to purchase existing Ordinary Shares
validly tendered under the Tender Offer, and secondly, the Company will issue
new Ordinary Shares to satisfy any remaining demand not able to be met by
existing Ordinary Shares tendered under the Tender Offer. If the demand
generated by Turner Pope, under the Placing is less than Ordinary Shares
validly tendered under the Tender Offer, Qualifying Shareholders will be
scaled back and no new Ordinary Shares will be issued.

 

Each Qualifying Shareholder will be entitled to sell to placees procured by
Turner Pope a number of Ordinary Shares up to their Basic Entitlement. If the
aggregate value at the Tender Price of all Ordinary Shares validly tendered by
Qualifying Shareholders exceeds £675,000, then not all of the Ordinary Shares
validly tendered will be accepted and purchased and, in these circumstances,
tenders will be accepted (or, as the case may be, rejected) as follows:
firstly all Ordinary Shares validly tendered by any Shareholder up to their
Basic Entitlement will be accepted and purchased in full; and, secondly all
Ordinary Shares validly tendered by Shareholders in excess of their Basic
Entitlements will be scaled down pro rata to the total number of such Ordinary
Shares tendered in excess of their Basic Entitlement.

Minimum market capitalisation

Although there is no specific rule in respect of minimum market capitalisation
in the London Stock Exchange's Admission and Disclosure Standards, to give
added investor protection and to ensure that the Company is not subscale, the
Board will undertake to propose to continue as an investment company, by
ordinary resolution, at each Annual General Meeting, if the Company's market
capitalisation is less than £100 million. The market capitalisation is to be
calculated on the Company's average closing share price in the 30 trading days
prior to the Company's year end.

 

Removal of the performance fee

As set out in the Company's AIM admission document dated 8 December 2020, the
Company had a performance fee, payable to the Investment Team, based on 20 per
cent. of realised profits calculated on an annual basis once the initial IPO
proceeds of £7.85 million have been doubled by way of cash realisations. In
agreement with members of the Investment Team, the Remuneration Committee has
cancelled the performance fee and will look to establish new incentivisation
for key members on the Investment Team once the Company has migrated to the
Specialist Fund Segment. These arrangements may include share options,
warrants and cash payments.

 

3.    GENERAL MEETING

Notice convening the General Meeting to be held at Parklands Hotel &
Country Club Crookfur Park, Ayr Road, Newton Mearns Glasgow G77 6DT at midday
on 28 July 2023, at which the Resolutions will be proposed. The Proposals are
conditional, amongst other things, upon the Resolutions being duly passed.

 

4.    Irrevocable undertakings and intentions of the Directors relating to
the Tender Offer

The Company has received irrevocable undertakings and intentions from
Shareholders including Directors holding in aggregate 46,194,279 Ordinary
Shares (representing approximately 62.4 per cent. of the existing issued
ordinary share capital of the Company) to vote in favour or the Resolutions.
These Shareholders also wish to continue to support the Company's growth
strategy on the Specialist Fund Segment as ongoing Shareholders and therefore
do not wish to sell their current shareholdings. They have therefore
irrevocably undertaken not to tender their Ordinary Shares under the Tender
Offer.

 

5.    Action to be taken

A Form of Proxy for use by Shareholders in connection with the General Meeting
accompanies the Circular. Shareholders are requested to return the Forms of
Proxy. To be valid, the Forms of Proxy must be completed and returned in
accordance with the instructions printed thereon so as to be received by
Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD
as soon as possible but, in any event, so as to arrive by noon on 26 July 2023
(being 48 hours (excluding weekends and any bank holiday) before the time of
the meeting to which the Form of Proxy relates).

 

Alternatively, Shareholders who hold their Ordinary Shares in uncertificated
form (i.e. in CREST) may vote using the CREST electronic voting service in
accordance with the procedure set out in the CREST Manual. Proxies submitted
via CREST for the General Meeting must be transmitted so as to be received by
the Registrar (ID: 7RA11) as soon as possible and, in any event, by no later
than 48 hours (excluding weekends and any bank holiday) before the time of the
General Meeting.

 

If you wish to participate in the Tender Offer

If you are a Qualifying Shareholder and you wish to tender some or all of your
Ordinary Shares, you should send a TTE Instruction and follow the procedures
set out in Part 3 of the Circular in respect of tendering uncertificated
Ordinary Shares.

 

If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction please telephone the Shareholder Helpline on +44 (0)
121 585 1131. Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday
to Friday (except public holidays in England and Wales). Please note that
calls to these numbers may be monitored or recorded for security and training
purposes.

 

6.    Recommendation

The Directors consider the Resolutions to be proposed at the General Meeting
to be in the best interests of the Company and its Shareholders as a whole and
accordingly recommend that Shareholders vote in favour of the Resolutions, as
I intend to do so in respect of my shareholding of 249,896 Ordinary Shares
(equivalent to approximately 0.35 per cent. of the existing issued Ordinary
Shares).

 

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

 

Yours faithfully

 

 

 

Julian Baines

Non-Executive Chairman

 

Definitions

 

The following definitions apply throughout this Announcement, unless stated
otherwise:

 

 "Admission"                            admission of the Ordinary Share Capital to trading on Specialist Fund Segment
                                        of the Main Market, becoming effective in accordance with the admission and
                                        disclosure standards of the London Stock Exchange
 "AIM Cancellation"                     the cancellation of admission of the Ordinary Shares to trading on AIM
 "AIM Rules"                            the rules applicable to companies governing their admission to AIM, and
                                        following admission their continuing obligations to AIM, as set out in the AIM
                                        Rules for Companies published by the London Stock Exchange from time to time
 "APAC"                                 the Asia-Pacific region
 "Basic Entitlement"                    as the meaning given to that term in Part I (Letter from the Chairman of the
                                        Company) paragraph 2 of the Circular
 "Board"                                the board of the Company comprising the Directors
 "certificated form" or "certificated"  Ordinary Shares not recorded on the Register as being in uncertificated form
                                        in CREST
 "Company" or "IIG"                     Intuitive Investments Group PLC, a company incorporated in England and Wales
                                        with registered number 12664320, whose registered office is at One St. Peters
                                        Square, Manchester, England, M2 3DE, United Kingdom
 "CREST manual"                         the manual, as amended from time to time, produced by Euroclear describing the
                                        CREST system and supplied by Euroclear to users and participants thereof
 "CREST Member"                         a person who has been admitted by Euroclear as a system member (as defined in
                                        the CREST Regulations)
 "CREST Participant"                    a person who is, in relation to CREST, a system participant (as defined in the
                                        CREST Regulations)
 "CREST Regulations"                    the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
                                        from time to time
 "CREST Sponsor"                        a CREST Participant admitted to CREST as a CREST sponsor
 "CREST Sponsored Member"               a CREST Member admitted to CREST as a sponsored member
 "CREST"                                the system of paperless settlement of trades in securities and the holding of
                                        uncertificated securities operated by Euroclear in accordance with the CREST
                                        Regulations
 "Directors"                            the directors of the Company, whose names are set out in the Circular
 "Euroclear"                            Euroclear UK & International Limited, the operator of CREST
 "FCA"                                  the Financial Conduct Authority
 "Form of Proxy"                        the form of proxy accompanying the Circular to be used in connection with the
                                        General Meeting
 "General Meeting"                      the general meeting of the Company to be held at midday on 28 July 2023 at the
                                        Parklands Hotel & Country Club Crookfur Park, Ayr Road, Newton Mearns,
                                        Glasgow G77 6DT, or any adjournment thereof, notice of which is set out in
                                        Part VI of the Circular
 "Investment Team"                      the team which will be responsible for managing the analysis of the Company's
                                        pipeline of investment opportunities, identifying new potential investment
                                        opportunities and proposing investments to the Board. The team will comprise
                                        David Evans, Robert Naylor and Dr Stewart White
 "London Stock Exchange"                London Stock Exchange plc
 "Market Abuse Regulation" or "MAR"     EU Market Abuse Regulation (594/2014)
 "Net Asset Value" or "NAV"             the value, as at any date, of the assets of the Company after deduction of all
                                        liabilities determined in accordance with the accounting policies adopted by
                                        the Company from time to time
 "Notice of General Meeting"            the notice of the General Meeting which appears in the Circular
 "Ordinary Shares"                      the ordinary shares of £0.01 each in the capital of the Company
 "Overseas Shareholders"                a Shareholder who is a resident in, or a citizen of, a jurisdiction outside
                                        the United Kingdom
 "Placees"                              subscribers for tendered Ordinary Shares and/or new Ordinary Shares procured
                                        by the Company's broker Turner Pope
 "Placing"                              the placing of Ordinary Shares at the Tender Price by Turner Pope as agent for
                                        and on behalf of the Company pursuant to the terms of the Placing Agreement
 "Proposals"                            the conditional appointment of the new Chairman, the AIM Cancellation and
                                        Admission, the grant of general authority to allot Ordinary Shares, the
                                        disapplication of statutory pre-emption rights and the Tender Offer and
                                        Placing all as described in the Circular
 "Prospectus"                           the Prospectus published by the Company required, amongst other things, to
                                        facilitate the admission of the Company's Ordinary Shares, as well as the
                                        further admission of Ordinary Shares by both a placing programme and to
                                        acquire new investments, on to the Specialist Fund Segment
 "Qualifying Shareholder"               Shareholders who are entitled to participate in the Tender Offer, being those
                                        who are on the Register on the Tender Offer Record Date and excluding those
                                        with registered addresses in a Restricted Jurisdiction
 "Register"                             the Company's register of members
 "Regulatory Information Service"       as defined in the AIM Rules
 "Resolutions"                          the resolutions numbered 1 to 4 to be proposed at the General Meeting, as set
                                        out in the Notice of General Meeting
 "Restricted Jurisdiction"              each of the United States, Australia, Canada, Japan, New Zealand, South Africa
                                        and the European Union and any other jurisdiction where the mailing of the
                                        Circular or the accompanying documents into or inside such jurisdiction would
                                        constitute a violation of the laws of such jurisdiction
 "Shareholder Helpline"                 the helpline available to Shareholders in connection with the Tender Offer in
                                        respect of Ordinary Shares
 "Shareholders"                         the holders of the Ordinary Shares
 "Specialist Fund Segment"              the Specialist Fund Segment of the London Stock Exchange's Main Market
 "Tender Offer and Placing Agreement"   (1) the Company, and (2) Turner Pope, relating to the terms and conditions
                                        upon which Turner Pope is engaged by the Company for the purposes of the
                                        Tender Offer and Placing
 "Tender Offer Record Date"             6.00 p.m. on 26 July 2023
 "Tender Offer"                         the invitation to Qualifying Shareholders to tender Ordinary Shares persons
                                        procured by Turner Pope, on the terms and conditions set out in the Circular
 "Tender Price"                         5.25 pence, being the price per Ordinary Share at which Ordinary Shares will
                                        be purchased pursuant to the Tender Offer
 "TTE Instruction"                      a transfer to escrow instruction (as defined by the CREST manual)
 "Turner Pope"                          Turner Pope Investments Limited, the Company's Broker
 "Uncertificated"                       form recorded on the register as being held in uncertificated form in CREST
                                        and title to which, by virtue of the Uncertified Securities Regulations, may
                                        be transferred by means of CREST
 "United Kingdom" or "UK"               the United Kingdom of Great Britain and Northern Ireland
 "United States" or "US"                the United States of America, its territories and possessions, any state of
                                        the United States and the District of Columbia

 

 

 

 

 

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