Michelmersh Brick - Launch of Share Buyback Programme
24/11/2022 07:30
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RNS Number : 4261H Michelmersh Brick Holdings PLC 24 November 2022
24 November 2022
Michelmersh Brick Holdings Plc
("MBH", the "Company", or the "Group")
Launch of Share Buyback Programme and Settlement of Existing LTIP Options
Buyback
Michelmersh Brick Holdings Plc (AIM: MBH), the specialist brick manufacturer,
today announces that it intends to commence a share buyback programme in
respect of its ordinary shares of 20 pence each ("Ordinary Shares") up to a
maximum consideration of £3.0 million from the date of this announcement
(the "Share Buyback Programme").
The purpose of the Share Buyback Programme is to reduce the share capital of
the Group in order to return value to shareholders.
Michelmersh announces that it has entered into an irrevocable
non-discretionary instruction with Canaccord Genuity Limited ("Canaccord")
in relation to the purchase by Canaccord, acting as principal during the
period commencing on 24 November 2022 and ending no later than 27 February
2023, of Ordinary Shares for an aggregate consideration (excluding expenses)
of no greater than £3.0 million and the simultaneous on-sale of such
Ordinary Shares by Canaccord to Michelmersh, where they will be held in
treasury. Canaccord will make its trading decisions concerning the timing of
the purchases of Ordinary Shares independently of, and uninfluenced by, the
Group.
The Share Buyback Programme will be conducted within certain pre-set
parameters, and in accordance with the general authority to repurchase shares
granted by the Group's shareholders at the 2022 Annual General Meeting on 12
May 2022, Chapter 12 of the UK Listing Rules and the provisions of the
Market Abuse Regulation 596/2014/EU as amended by the Market Abuse (Amendment)
(EU Exit) Regulations 2019 ("UK MAR") and the Commission Delegated Regulation
2016/1052/EU as amended by Technical Standards (Market Abuse Regulation) (EU
Exit) Instrument 2019 which both form part of the law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Michelmersh will announce any market repurchase of Ordinary Shares no later
than 7.30 a.m. on the business day following the calendar day on which the
repurchase occurred.
Settlement of Existing 2017 LTIP Options
Michelmersh announces that it has today elected to cash settle 2,000,000
nil-cost options over ordinary shares of 20 pence each, granted to Peter Sharp
and Frank Hanna, Joint Chief Executive Officers of the Company, under the
Company's 2017 Long Term Incentive Plan (the "2017 LTIP Tranche"). As a
result of the cash settlement, the 2,000,000 options of the 2017 LTIP Tranche
will be cancelled.
In order for the cash settlement to be paid, the original performance criteria
of the 2017 LTIP Tranche must be met on 29 March 2023. The total gross value
of the cash settlement (before deductions for income tax and national
insurance) is expected to be £1,580,000, calculated using a five trading day
volume-weighted average price per share of £0.79 pence as at 23 November
2022.
The cash settlement of the 2017 LTIP Tranche constitutes a related party
transaction under AIM Rule 13. The independent Directors of the Company
consider, having consulted with the Company's nominated adviser for the
purposes of the AIM Rules, that the terms of the cash settlement of the 2017
LTIP Tranche to be fair and reasonable insofar as the Company's shareholders
are concerned.
Michelmersh Brick Holdings Plc Tel: +44 (0)1825 430 412
Frank Hanna, Joint Chief Executive Officer
Ryan Mahoney, Chief Financial Officer
Canaccord Genuity Limited (NOMAD and Joint Broker) Tel: +44 (0)20 7523 8000
Max Hartley
Bobbie Hilliam
Harry Pardoe
Berenberg (Joint Broker) Tel: +44 (0) 203 207 7800
Richard Bootle
Detlir Elizi
Tom Graham
Yellow Jersey PR
Charles Goodwin Tel: +44 (0)7747 788 221
Annabelle Willis Tel: +44 (0)7775 194 357
The information contained within this announcement is deemed to constitute
inside information as stipulated under the UK Market Abuse Regulations. Upon
the publication of this announcement, this inside information is now
considered to be in the public domain.
About Michelmersh Brick Holdings PLC:
Michelmersh Brick Holdings PLC is a business with seven market leading brands:
Blockleys, Carlton, Charnwood, Freshfield Lane, Michelmersh, Floren and
Hathern Terra Cotta. These divisions operate within a fully integrated
business combining the manufacture of clay bricks and pavers. The Group also
includes a landfill operator, New Acres Limited, and seeks to develop future
landfill and development opportunities on ancillary land assets.
Established in 1997, the Company has grown through acquisition and organic
growth into a profitable and asset rich business, producing over 120 million
clay bricks and pavers per annum. Michelmersh currently owns most of the UK's
premium manufacturing brick brands and is a leading specification brick and
clay paving manufacturer.
Michelmersh strives to be a well invested, long term, sustainable,
environmentally responsible business. Opportunity, training and security for
all employees, whilst meeting the needs of stakeholders are at the forefront
of everything we do. We aim to lead the way in producing some of Britain's
premium clay products and enhancing our environment by adding value to the
architectural landscape for generations to come.
We are Michelmersh Brick Holdings PLC: we are "Britain's Brick Specialist".
Please visit the Group's websites at: www.mbhplc.co.uk
(http://www.mbhplc.co.uk/) and www.bimbricks.com (http://www.bimbricks.com)
1 Details of PDMR / person closely associated with them ('PCA')
a) Full Name Frank Hanna
2 Reason for the notification
a) Position / status Joint CEO
b) Initial notification / amendment Initial Notification
3 Details of the issuer, emission allowance market participation, auction
platform, auctioneer or auction monitor
a) Name Michelmersh Brick Holdings plc
b) LEI 213800CIFQFPAHIQE695
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 Ordinary shares of 20 pence each in the capital of the Company
Identification code ISIN: GB00B013H060
b) Nature of the transaction The cancellation of 1,000,000 nil-cost options over Ordinary Shares granted
under the Company's 2017 Long-Term Incentive Plan
c) Price(s) and volume(s) Price: 79 pence
Volume: 1,000,000
d) Aggregated information N/A - single transaction
Aggregated volume and Price
e) Date of the transaction 23 November 2022 - Cancellation date
f) Place of the transaction Outside a trading venue
1 Details of PDMR / person closely associated with them ('PCA')
a) Full Name Peter Sharp
2 Reason for the notification
a) Position / status Joint CEO
b) Initial notification / amendment Initial Notification
3 Details of the issuer, emission allowance market participation, auction
platform, auctioneer or auction monitor
a) Name Michelmersh Brick Holdings plc
b) LEI 213800CIFQFPAHIQE695
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 Ordinary shares of 20 pence each in the capital of the Company
Identification code ISIN: GB00B013H060
b) Nature of the transaction The cancellation of 1,000,000 nil-cost options over Ordinary Shares granted
under the Company's 2017 Long-Term Incentive Plan
c) Price(s) and volume(s) Price: 79 pence
Volume: 1,000,000
d) Aggregated information N/A - single transaction
Aggregated volume and Price
e) Date of the transaction 23 November 2022 - Cancellation date
f) Place of the transaction Outside a trading venue
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