REG - Logistics Dev Grp - Circular, Rule 9 Waiver & Notice of GM
13/08/2024 07:00
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RNS Number : 1561A Logistics Development Group PLC 13 August 2024
13 August 2024
Logistics Development Group plc
("LDG" or the "Company")
Publication of Circular, Rule 9 Waiver and Notice of General Meeting
LDG is pleased to announce that today it will be publishing a circular (the
"Circular") containing details of a proposed on-market purchase of the
Company's ordinary shares of £0.01 each in the capital of the Company
("Ordinary Shares") and the related proposed approval of a waiver under Rule 9
of the City Code on Takeovers and Mergers (together the "Proposals"), and a
notice of a general meeting of the Company (the "General Meeting"). The
General Meeting will be held at 10.00 a.m. on 4 September 2024 at the offices
of DBAY UK Ltd at 5th Floor, 1 Albemarle Street, London W1S 4HA.
On 9 May 2024, the Company's share buyback programme, which had commenced on 4
April 2023, concluded. Under that programme, the Company acquired (and
subsequently cancelled) 37,414,326 Ordinary Shares in its own capital at an
average price of 13.645 pence per share (the "Prior Buyback"). However,
following completion of the Prior Buyback, trading in the Company's Ordinary
Shares has returned to a level which represents a significant discount to the
Company's unaudited and estimated net asset value ("NAV") of 18.89p per
Ordinary Share as at 31 May 2024. The Company is, therefore, seeking
shareholder approval to acquire up to a further 15 per cent. of the voting
share capital (the "Share Buyback") to reduce the observed discount to NAV per
Ordinary Share and provide an exit opportunity for shareholders.
The Share Buyback is to be financed from the Company's existing cash resources
and using distributable reserves.
The expected timetable of principal events and the Chairman's statement from
the Circular are set out below. Unless otherwise indicated, all defined terms
in this announcement shall have the same meaning as described in the Circular.
For enquiries:
Logistics Development Group plc Via FTI Consulting
FTI Consulting +44 (0) 20 3727 1340
Nick Hasell
Alex Le May
Strand Hanson Limited +44 (0) 20 7409 3494
(Financial and Nominated Adviser)
James Dance
Richard Johnson
Abigail Wennington
Investec Bank plc +44 (0) 20 7597 5970
(Broker)
Gary Clarence
Harry Hargreaves
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates and times set out below are based on the Company's current
expectations and may be subject to change. Any change will be notified via a
Regulatory Information Service. References to times are to London times,
unless otherwise stated.
Publication of the Circular 13 August 2024
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 2 September 2024
General Meeting 10.00 a.m. on 4 September 2024
Completion of the Share Buyback by 30 May 2025 or, if earlier, at the conclusion of the next annual general
meeting of the Company
LETTER FROM THE CHAIRMAN OF LOGISTICS DEVELOPMENT GROUP PLC
(Registered in England and Wales with registered number 08922456)
13 August 2024
Dear Shareholder
Proposed General Authority for On-Market Share Purchases
Approval of Waiver of Rule 9 of the City Code on Takeovers and Mergers
and
Notice of General Meeting
1. Introduction
On 9 May 2024, the Company's share buyback programme, which had commenced on 4
April 2023, concluded. Under that programme, the Company acquired (and
subsequently cancelled) 37,414,326 Ordinary Shares in its own capital at an
average price of 13.645 pence per share.
As at the Latest Practicable Date, the Company had (i) available cash of
approximately £31.5 million and no debt, (ii) unaudited and estimated
investments at fair value of approximately £65.1 million, and (iii)
524,350,394 Ordinary Shares in issue.
Trading in the Company's Ordinary Shares has returned to a level which
represents a significant discount to the Company's unaudited and estimated net
asset value ("NAV") of 18.89p per Ordinary Share as at 31 May 2024.
Accordingly, the Directors are seeking authority to acquire Ordinary Shares in
the market (the "Share Buyback"), which the Board believes may serve to reduce
the observed discount to NAV per Ordinary Share. The Board believes that the
Share Buyback may also provide an exit opportunity for any Shareholders who do
not wish to retain their investment in the Company. Shareholders should note,
however, that there is no guarantee that the Share Buyback will either
eliminate or reduce the observed discount to NAV per Ordinary Share, nor that
any Shareholders wishing to do so will be able to exit their investment in the
Company in full under the Share Buyback.
DBAY, which represents the Company's largest shareholder (with one of its
managed funds, DBAY Fund III, holding approximately 27.41 per cent. of the
Company's issued share capital), and certain associates presumed to be acting
in concert with DBAY (together with DBAY, the "Concert Party") together hold
in aggregate approximately 34.59 per cent. of the Company's issued share
capital. Given the Concert Party is interested in Ordinary Shares which, in
aggregate, would carry no less than 30 per cent. of the Voting Share Capital
but does not hold more than 50 per cent. of the Voting Share Capital, any
increase in the Concert Party's aggregate percentage voting rights as a result
of the Share Buyback would require the Concert Party to make an offer for the
Ordinary Shares not owned by the Concert Party in accordance with Rule 9 of
the Takeover Code. Accordingly, the Company's ability to commence the Share
Buyback programme will be conditional on Independent Shareholders passing the
Waiver Resolution approving a waiver of the obligation for the Concert Party
to make a general offer pursuant to Rule 37 of the Takeover Code.
The purpose of this Circular is to provide you with information on the
background to and reasons for the proposals set out herein, to explain why the
Board considers such proposals to be in the best interests of the Company and
the Shareholders as a whole and why the Independent Directors unanimously
recommend that you vote in favour of the Resolutions to be proposed at the
General Meeting.
2. Share Buyback
Trading in the Company's Ordinary Shares has returned to a level which
represents a significant discount to the Company's unaudited estimated net
asset value ("NAV") of 18.89p per Ordinary Share as at 31 May 2024.
Accordingly, the Board is seeking authority to acquire up to 78,652,559
Ordinary Shares (representing 15 per cent. of the Voting Share Capital) in the
market, which the Board believes may serve to reduce the observed discount to
NAV per Ordinary Share. Shareholders should note, however, that there is no
guarantee that the Share Buyback will either eliminate or reduce the observed
discount to NAV per Ordinary Share.
In light of the foregoing, the Board wishes to seek Shareholder approval for
the Share Buyback, such approval being in respect of up to 15 per cent. of the
Voting Share Capital (the "Share Buyback Authority"). Accordingly,
Shareholders are being asked to approve the Share Buyback Resolution. The
Board expects to limit the total consideration for the Share Buyback to an
aggregate of £8.81 million.
The maximum price (exclusive of expenses) to be paid in relation to any share
purchase will be five per cent. above the average middle market quotations for
an Ordinary Share (as derived from the London Stock Exchange's Daily Official
List) for the five business days immediately preceding the date on which such
Ordinary Share is contracted to be purchased. The minimum price (exclusive of
expenses) to be paid in relation to any share purchase will be its nominal
value.
Through the Share Buyback, the Company intends to implement a discount
management policy, targeting a share price discount to NAV per share of no
more than 15 per cent. in normal market conditions. The discount to NAV per
share will be calculated by reference to the Company's last audited
financials.
The Company intends to cancel the Ordinary Shares bought back by the Company
pursuant to the Share Buyback Authority. The Company will be under no
obligation to buy back the maximum number of Ordinary Shares that the Share
Buyback Authority allows and will consider the best course of action for the
Company in light of the prevailing share price and investment opportunities at
the relevant time. If, however, the maximum number of Ordinary Shares are
bought back by the Company pursuant to the Share Buyback Authority, the issued
share capital of the Company would comprise 445,697,835 Ordinary Shares.
The Board reserves the right to decide how much of the Voting Share Capital
the Company will buy back under the Share Buyback Authority, and may decide to
discontinue the Share Buyback entirely if the Board decides that it would not
be in the best interests of the Company and its Shareholders as a whole for
the Company to undertake or continue the Share Buyback, at the relevant time.
The Share Buyback Resolution is subject to and conditional upon the passing of
the Waiver Resolution to approve the Panel Waiver (see paragraph 3 of this
Part I, headed "The Takeover Code" for further details).
3. The Takeover Code
As set out in paragraph 1 of this Part I, the Share Buyback gives rise to
certain considerations under the Takeover Code. The Takeover Code is issued
and administered by the Takeover Panel. The Takeover Code applies to all
takeover and merger transactions, however effected, where the offeree company
is, among other things, a listed or unlisted public company resident in the
United Kingdom, the Channel Islands or the Isle of Man (and to certain
categories of private limited companies). The Company is a public company
registered in the United Kingdom and listed on AIM and its Shareholders are
therefore entitled to the protections afforded by the Takeover Code.
(a) Information on the Concert Party
Each of the entities listed in the table below are together considered to be
acting in concert for the purposes of the Takeover Code (together the "Concert
Party"). As at the Latest Practicable Date, members of the Concert Party have
an interest in the Ordinary Shares equating to an aggregate of 34.59 per cent.
of the issued share capital of the Company.
Current shareholdings
Percentage of the issued
Number of Ordinary Shares held share capital of the Company
(%)
Name of ultimate beneficial owner
DBAY Fund III 143,701,525 27.41
Colin Kingsnorth 11,838,807 2.26
Alex Paiusco 9,722,790 1.85
David Morrison 5,000,000 0.95
Saki Riffner 4,532,339 0.86
Mike Branigan 2,745,072 0.52
Andrew Pegge 1,838,807 0.35
Mike Haxby 1,290,347 0.25
Peter Nixon 706,467 0.13
Total 181,376,154 34.59
Further information on the Concert Party is set out in Part II (Additional
Information) of this Circular.
(b) Application of the Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires, whether by a
series of transactions over a period of time or not, an interest in shares (as
defined in the Takeover Code) which when taken together with shares in which
that person or persons acting in concert with that person are already
interested in or acquired by persons acting in concert with him/her, carry 30
per cent. or more of the voting rights of a company which is subject to the
Takeover Code or is interested in 30 per cent. or more but does not hold more
than 50 per cent. of the shares carrying voting rights of such a company and
acquires an interest in any additional shares carrying voting rights of that
company, is normally required to make a general cash offer to all the
remaining shareholders of the company to acquire their equity shares and
transferable securities carrying voting rights in the company. An offer under
Rule 9 of the Takeover Code must be in cash at the highest price paid by the
person or the group of persons acting in concert in the preceding 12 months.
Accordingly, pursuant to Rule 9 of the Takeover Code, if the Board were to
effect the Share Buyback, resulting in an increase to the percentage of the
voting rights which the Concert Party controls, the Concert Party may be
required to make a general cash offer to all other Shareholders of the Company
to acquire their Ordinary Shares, unless such obligation has been waived by
the Takeover Panel.
Rule 37 of the Takeover Code specifically refers to situations where a company
purchases its own voting shares, noting that any resulting increase in the
percentage of shares carrying voting rights in which a person or group of
persons acting in concert is interested will be treated as an acquisition for
the purposes of Rule 9 of the Takeover Code, but that the Panel will normally
waive any such resulting obligation to make a general offer if there is a vote
of the independent shareholders.
(c) Panel Waiver
In order to enable the Company to effect the Share Buyback without triggering
a mandatory offer obligation for the Concert Party, the Company has consulted
with the Takeover Panel and the Takeover Panel has agreed to waive the
requirement for the Concert Party to make a general offer to all Shareholders
under Rule 9 of the Takeover Code in circumstances where, following the Share
Buyback, the aggregate percentage holding of the Concert Party increases (the
"Panel Waiver"). This Panel Waiver is subject to the approval by a vote of
Independent Shareholders of the Company on a poll at the General Meeting. The
Waiver Resolution seeks this approval. The duration of the Panel Waiver is the
same as the duration of the Share Buyback Authority and will therefore expire
on 30 May 2025 or, if earlier, at the conclusion of the next annual general
meeting of the Company. Accordingly, should Independent Shareholders approve
the Waiver Resolution, they will be waiving the requirement for the Concert
Party to make a mandatory general offer under Rule 9 of the Takeover Code as a
result of the exercise of the Share Buyback Authority.
If the maximum number of Ordinary Shares are bought back by the Company
pursuant to the Share Buyback Authority and assuming the Concert Party does
not participate in the Share Buyback and no further Ordinary Shares are issued
by the Company, then the Concert Party would, in aggregate, hold interests in
Ordinary Shares carrying a maximum of 40.69 per cent. of the Voting Share
Capital, as set out in the table below.
Potential maximum shareholdings
Percentage of the issued
Number of Ordinary Shares held share capital of the Company
(%)*
Name of ultimate beneficial owner
DBAY Fund III 143,701,525 32.24
Colin Kingsnorth 11,838,807 2.66
Alex Paiusco 9,722,790 2.18
David Morrison 5,000,000 1.12
Saki Riffner 4,532,339 1.02
Mike Branigan 2,745,072 0.62
Andrew Pegge 1,838,807 0.41
Mike Haxby 1,290,347 0.29
Peter Nixon 706,467 0.16
Total 181,376,154 40.69
* Assuming 78,652,559 Ordinary Shares are acquired pursuant to the Share
Buyback Authority and the Concert Party does not participate in the Share
Buyback and no further Ordinary Shares are issued by the Company.
Following exercise of the Share Buyback Authority in full, the Concert Party
and DBAY Fund III on an individual basis would be interested in Ordinary
Shares carrying over 30 per cent. of the Voting Share Capital but would not
hold Ordinary Shares carrying more than 50 per cent. of the Voting Share
Capital and, as long as members of the Concert Party continue to be treated as
acting in concert, any further increase in the Concert Party's aggregate
interest in Ordinary Shares or DBAY Fund III's individual interest will be
subject to Rule 9 of the Takeover Code.
If the Rule 9 Waiver is approved then the Concert Party will not be restricted
from making an offer.
Accordingly, whilst the obligations under Rule 9 of the Takeover Code would be
waived in relation to any exercise of the Share Buyback Authority, any other
future share buybacks after the expiry of the Panel Waiver or purchases of any
interest in shares in the Company by the Concert Party would remain subject to
Rule 9 and the other provisions of the Takeover Code.
The individual members of the Concert Party have each confirmed to the Company
that they are not proposing, following any increase in their percentage
interests in the Voting Share Capital as result of the Share Buyback, to seek
any change in the general nature of the Company's business. The Concert Party
has further confirmed that it has no intention to change the Company's plans
with respect to: (i) the composition of the Board, nor the Company's plans
with respect to the continued employment of employees and management of the
Company and its subsidiaries (including any material change in conditions of
employment) or any material change to the balance of skills and functions of
the employees and management; (ii) the Company's future business and its
strategic, research and development plans;
(iii) the location of the Company's headquarters or headquarter functions or
the location of the Company's place of business; (iv) employer contributions
into any of the Company's pension schemes, the accrual of benefits for
existing members, nor the admission of new members; (v) redeployment of the
Company's fixed assets; or (vi) the continuation of the Ordinary Shares being
admitted to trading on AIM.
Your attention is drawn to Part II (Additional Information) of this Circular
which sets out certain further information and financial information that is
required to be disclosed in this Circular pursuant to the rules contained in
the Takeover Code.
Under Rule 25.2 of the Takeover Code, only the Independent Directors are able
to make a recommendation to the Independent Shareholders with respect to the
proposed Waiver Resolution.
The Independent Directors believe it is in the best interests of the Company
that the Waiver Resolution be passed and hereby recommend that Independent
Shareholders vote in favour of the Waiver Resolution. Strand Hanson, as the
Company's independent financial adviser, has provided formal advice to the
Independent Directors that it considers the terms of these proposals to be
fair and reasonable and in the best interests of Shareholders and the Company
as a whole. In providing this advice, Strand Hanson has taken into account the
Independent Directors' commercial assessments. In accordance with the
requirements of the Takeover Code, members of the Concert Party are not
permitted to vote on the Waiver Resolution in respect of their aggregate
holding of 181,376,154 Ordinary Shares.
4. General Meeting
You will find at the end of this Circular a notice convening a general meeting
of the Company, to be held at
10.00 a.m. on 4 September 2024 at the offices of DBAY UK Ltd at 5th Floor, 1
Albemarle Street, London W1S 4HA to consider and, if thought appropriate, pass
the Resolutions summarised below.
The Share Buyback Resolution is conditional upon the passing of the Waiver
Resolution and seeks to confer authority for the market purchase by the
Company of up to 78,652,559 Ordinary Shares. This number represents 15 per
cent. of the Voting Share Capital as of the Latest Practicable Date. The
authority will expire at the close of business on 30 May 2025 or, if earlier,
at the conclusion of the next annual general meeting of the Company. The Share
Buyback Resolution will be proposed as an ordinary resolution and all
Shareholders will be entitled to vote on this resolution.
The Waiver Resolution proposes to approve the waiver conditionally granted by
the Takeover Panel for the disapplication of Rule 9 of the Takeover Code
following the exercise by the Company of the Share Buyback (whether exercised
in whole or in part). The Takeover Panel has confirmed that, subject to the
Waiver Resolution being passed by the requisite majority of the Independent
Shareholders on a poll, no mandatory bid obligation on the Concert Party under
Rule 9 of the Takeover Code would be triggered by virtue of the Share Buyback.
The Waiver Resolution seeks the approval of the Panel Waiver by Shareholders.
The Waiver Resolution will be proposed as an ordinary resolution and is
conditional upon the passing of the Share Buyback Resolution. In accordance
with the requirements of the Takeover Code, members of the Concert Party are
not permitted to vote on the Waiver Resolution in respect of their aggregate
holding of 181,376,154 Ordinary Shares but may vote on the Share Buyback
Resolution.
5. Action to be taken
A member entitled to attend and vote at the General Meeting may appoint one or
more proxies to exercise all or any of the member's rights to attend, speak
and vote at the meeting. A proxy need not be a member of the Company but must
attend the meeting for the member's vote to be counted. If a member appoints
more than one proxy to attend the meeting, each proxy must be appointed to
exercise the rights attached to a different share or shares held by the
member. If a member wishes to appoint more than one proxy they may do so at
www.signalshares.com. (http://www.signalshares.com/)
To be effective, the proxy vote must be submitted at www.signalshares.com
(http://www.signalshares.com/) so as to have been received by the Company's
registrars not less than 48 hours (excluding weekends and public holidays)
before the time appointed for the meeting or any adjournment of it. By
registering on the Signal shares portal at www.signalshares.com,
(http://www.signalshares.com/) you can manage your shareholding, including:
● cast your vote
● change your dividend payment instruction
● update your address
● select your communication preference.
Any power of attorney or other authority under which the proxy is submitted
must be returned to the Company's Registrars, Link Group, PXS1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper Form of Proxy is
requested from the registrar, it should be completed and returned to Link
Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be
received not less than 48 hours before the time of the meeting.
Hard copy Forms of Proxy can be requested from the registrars, Link Group via
email at shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk) or on Tel: +44 (0) 371 664 0300.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
Alternatively, you can vote via LinkVote+, a free app for smartphone and
tablet provided by Link Group. It offers shareholders the option to submit a
proxy appointment quickly and easily online, as well as real-time access to
their shareholding records. The app is available to download on both the Apple
App Store and Google Play.
If you are an institutional investor, you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by the Registrar. For further information regarding
Proxymity, please go to www.proxymity.io. (http://www.proxymity.io/) Your
proxy must be lodged by 10 00 a.m. on 2 September 2024 in order to be
considered valid or, if the meeting is adjourned, by the time which is
48 hours before the time of the adjourned meeting. Before you can appoint a
proxy via this process you will
need to have agreed to Proxymity's associated terms and conditions. It is
important that you read these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy. An electronic proxy
appointment via the Proxymity platform may be revoked completely by sending an
authenticated message via the platform instructing the removal of your proxy
vote.
Alternatively, you can vote via CREST (refer to the notes to the Notice of
Meeting).
6. Recommendation
(a) Share Buyback Resolution
The Directors consider the Share Buyback to be fair and reasonable and in the
best interests of the Company as a whole and accordingly unanimously recommend
that Shareholders vote in favour of Resolution 1 at the General Meeting.
Adrian Collins and Peter Nixon, the Directors who hold Ordinary Shares, intend
to vote in favour of Resolution 1 in respect of the in aggregate 1,706,467
Ordinary Shares held by them, representing approximately 0.33 per cent. of
Voting Share Capital as at the Latest Practicable Date.
The Company has received irrevocable commitments from Saki Riffner, Alex
Paiusco and DBAY Fund III to vote or procure votes in favour of the Share
Buyback Resolution at the General Meeting in respect of their entire holding
of Ordinary Shares. These irrevocable commitments are in respect of, in
aggregate, 157,956,654 Ordinary Shares, representing approximately 30.12 per
cent. of the Voting Share Capital as at the Latest Practicable Date.
(b) Waiver Resolution
The Independent Directors, being Adrian Collins and David Facey, who have been
so advised by Strand Hanson, consider the proposals to be fair and reasonable
and in the best interests of the Independent Shareholders and the Company as a
whole. Accordingly, the Independent Directors unanimously recommend that
Independent Shareholders vote in favour of the Waiver Resolution to be
proposed at the General Meeting.
Adrian Collins, an Independent Director who holds Ordinary Shares, intends to
vote in favour of the Waiver Resolution in respect of the 1,000,000 Ordinary
Shares held by him, representing approximately 0.19 per cent. of Voting Share
Capital as at the Latest Practicable Date.
DEFINITIONS
The following definitions apply, unless the context requires otherwise:
"£" pounds sterling, the lawful currency of the UK;
"AIM" the market of that name operated by the London Stock Exchange;
"Board" the board of Directors of the Company from time to time, or a duly constituted
committee thereof;
"Company" Logistics Development Group plc, a public limited company incorporated in
England & Wales with registered number 08922456;
"Concert Party" the DBAY Fund III and those acting, or deemed to be acting, in concert with
it, as more fully described in Part II (Additional Information) of this
Circular;
"CREST member" a person who has been admitted to CREST as a system member (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended
from time to time);
"CREST" the computer-based system and procedures which enable title to securities to
be evidenced and transferred without a written instrument, administered by
Euroclear in accordance with the CREST Regulations;
"DBAY" DBAY Advisors Limited, a company incorporated in the Isle of Man (company
number 126150C) whose registered office is at 2nd Floor, Exchange House, 54-62
Athol Street, Douglas, Isle of Man IM1 1JD;
"DBAY Directors" the directors of DBAY as at the date of this Circular, whose names are set out
in paragraph 4 of Part II (Additional Information) of this Circular;
"DBAY Fund III" DouglasBay Capital III Fund LP;
"DBAY Funds" certain funds advised by DBAY (including DBAY Fund III);
"DBAY Investment Funds" certain funds managed by DBAY into which it is proposed that the Company would
invest pursuant to the Investing Policy;
"Directors" the directors of the Company as at the date of this Circular, whose names are
set out in paragraph 3 of Part II (Additional Information) of this Circular;
"Euroclear" Euroclear UK & International Limited, a company incorporated in England
and Wales with registered number 02878738, whose registered office is at 33
Cannon Street, London EC4M 5SB, the operator of CREST;
"Form of Proxy" the form of proxy for use by Shareholders in relation to the General Meeting;
"General Meeting" the general meeting of the Company, convened for 4 September 2024 or any
adjournment, therefore, notice of which is set out in Part IV (Notice of
General Meeting) of this Circular;
"Group" the Company, its subsidiaries and its subsidiary undertakings;
"Independent Directors" those directors of the Company other than Peter Nixon or such other director
being an appointee or associate of DBAY;
"Independent Shareholders" Shareholders excluding members of the Concert Party;
"Investec Investec Bank plc of 30 Gresham Street, London EC2V 7QP;
"Investing Policy" means the investing policy adopted by the Company on 31 January 2022;
"Investment Management Agreement" the investment management agreement between the Company and
DBAY dated 14 January 2022, as varied by an agreement dated 30 March 2023;
"IRR" internal rate of return;
"Latest Practicable Date" the latest practicable date prior to the publication of this Circular, being 9
August 2024;
"London Stock Exchange" London Stock Exchange plc;
"Manager" DBAY, acting as manager of the Company;
"Memorandum and Articles of Association" the memorandum of association of the Company dated 4 March 2014 and the
articles of association of the Company dated 11 April 2017, as amended from
time to time;
"NAV" net asset value;
"Notice of General Meeting" the notice of the General Meeting set out in Part IV (Notice of General
Meeting) of this Circular;
"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company;
"Panel Waiver" the waiver granted by the Takeover Panel, conditional on the approval by
Independent Shareholders of the Panel Waiver Resolution, of any obligation
which would otherwise be imposed on members of the Concert Party, either
individually or collectively, to make a general offer to all Shareholders
under Rule 9 of the Takeover Code, as a result of market purchases made
pursuant to the exercise of the Share Buyback Authority;
"Resolutions" the Share Buyback Resolution and the Waiver Resolution;
"Share Buyback Authority" the general authority for the Company to make on-market purchases of up to 15
per cent. of its Voting Share Capital implemented by way of share buyback;
"Share Buyback Resolution" the resolution to be proposed at the General Meeting to confer the Share
Buyback Authority;
"Shareholder(s)" holder(s) of Ordinary Shares;
"Strand Hanson" Strand Hanson Limited of 26 Mount Row, London, W1K 3SQ;
"Takeover Code" the City Code on Takeovers and Mergers published by the Takeover Panel (as
amended from time to time);
"Takeover Panel" the Panel on Takeovers and Mergers;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"Voting Share Capital" or "Voting Shares" 524,350,394 Ordinary Shares, comprising the entire issued share capital of the
Company; and
"Waiver Resolution" the resolution set out in the Notice of General Meeting to approve the Panel
Waiver.
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