REG - Nexteq PLC - Share Buyback, Rule 9 Waiver, Notice of GM
02/09/2025 07:00
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RNS Number : 5409X Nexteq PLC 02 September 2025
Nexteq plc
("Nexteq", the "Company" or the "Group")
Proposed Share Buyback, Rule 9 Waiver and Notice of General Meeting
Nexteq (AIM: NXQ), a leading technology solutions provider to customers in
selected industrial markets, announces that today it has posted a Circular to
Shareholders giving Notice of a General Meeting, to be held at 11.00 a.m. on
18 September 2025 at the Company's offices at The Galleria, Station Road,
Crawley, RH10 1WW.
Proposed Share Buyback and Rule 9 Waiver
The Company proposes to seek Shareholder approval to have the authority to buy
back up to 10 per cent of the Company's issued share capital, being up to
5,988,515 Ordinary Shares (the "Share Buyback Programme"). It is the intention
that this Share Buyback Programme will run until the authority expires at the
Company's next AGM or such other date prior to then should it be completed
sooner.
Assuming utilisation of the full buyback authority, the Concert Party (being
Nicholas Jarmany, Francesca Marzilli, Alessandro Jarmany, Oliver Jarmany,
Daniel Jarmany, Gary Mullins, Sophie Mullins, Susan Mullins, John Mullins,
Mark Mullins, Jacob Mullins, Joseph Mullins, Louis Mullins and Best Acumen
Limited), may own up to approximately 41.18 per cent of the voting rights in
the Company. Therefore, the Independent Shareholders will be asked to waive an
obligation on the Concert Party to make a general offer for the entire issued,
and to be issued, share capital of the Company which may arise under Rule 9 of
the Takeover Code as a result of the Company purchasing its Ordinary Shares.
The Company has historically sought authority and received approval from its
shareholders to make market purchases of its own shares, with the most recent
authority being granted at a general meeting of the Company on 16 April 2024
("2024 GM"), permitting the Company to repurchase up to 6,653,906 Ordinary
Shares, equal to 10 per cent of the Company's issued ordinary share capital at
the time of the 2024 GM ("2024 Buy-Back Authority"). As set out in a circular
to Shareholders dated 28 March 2024, a waiver was also obtained from the Panel
of any obligation which might otherwise have arisen on the Concert Party to
make a general offer to Shareholders of the Company pursuant to Rule 9 of the
City Code as a result of any market purchases of Ordinary Shares by the
Company pursuant to the 2024 Buy-Back Authority.
As announced on 14 March 2025, the Company has completed its previous share
buyback programme and purchased the full amount of 6,653,906 Ordinary Shares
pursuant to the 2024 Buy-Back Authority.
Following feedback from key Shareholders, the Company is now seeking to ask
Shareholders for authority, as necessary under the City Code, to make market
purchases of its Ordinary Shares under the same parameters as approved at the
2024 GM.
With a strong cash balance, that the Board believes will increase, the Board
has concluded that, as in 2024, it wishes to have the flexibility to utilise
the Proposed Buy Back Authority in circumstances which it decides are in the
best interests of the Company. Accordingly, this letter sets out the
background to, and reasons why the Board believes it to be in the best
interests of Shareholders as a whole for the Company to reapply for authority,
to make market purchases of its Ordinary Shares under the same parameters as
previously approved, being that any share repurchases are made at a price:
(i) no less than the nominal value of an Ordinary Share, being 0.1 pence;
(ii) no higher than an amount which is not more than 5 per cent above the
average of the closing middle market quotations for an Ordinary Share, as
derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the date on which that Ordinary share is
contracted to be purchased; or,
(iii) the higher of the price of the last independent trade of an ordinary
share or the highest current independent bid on the London Stock Exchange.
Due to the limited liquidity in the issued Ordinary Shares, a buyback of
Ordinary Shares pursuant to the Authority (or its successor) on any given
trading day may represent a significant proportion of the daily trading volume
in the Ordinary Shares on AIM and could exceed 25 per cent. of the average
daily trading volume and, accordingly, the Company will not benefit from the
exemption contained in Article 5(1) of Regulation (EU) No. 596/2014 as adopted
into UK law by the European Union (Withdrawal) Act 2018.
Share Buy Back Programme
Should the Proposed Buy Back Authority be approved, the Board will have the
flexibility to utilise the Proposed Buy Back Authority in circumstances which
it decides are in the best interests of the Company subject to the parameters
described above. The Company's dividend policy remains unchanged.
The Company will make further announcements in due course following any share
purchases under the Share Buyback Programme.
The full Circular to Shareholders will be made available on the Company's
website, https://www.nexteqplc.com/. Defined terms used in this announcement
are the same as those defined in the Circular unless the context requires
otherwise.
Nexteq PLC
Carol Thompson, Non-Executive Chair Telephone: +44 (0)20 3597 6800
Duncan Faithfull, Chief Executive Officer
Matt Staight, Chief Financial Officer
Nominated Adviser and Broker:
Cavendish Capital Markets Ltd
Matt Goode / Edward Whiley (Corporate Finance)
Tim Redfern / Harriet Ward (ECM) Telephone: +44 (0)20 7220 0500
Financial PR:
Alma Strategic Communications Telephone: +44 (0)20 3405 0205
Hilary Buchanan / Emma Thompson
About Nexteq
Nexteq (AIM: NXQ) is a strategic technology solutions provider to customers in
selected industrial markets. Its innovative technology enables the
manufacturers of global electronic equipment to outsource the design,
development and supply of non-core aspects of their product offering. By
outsourcing elements of their technology stack to Nexteq, customers can focus
their product development effort on the most critical drivers of their
business' success.
Our solutions are delivered through a global sales team and leverage the
Group's electronic hardware, software, display and mechanical engineering
expertise. Our Taiwan operation is at the heart of Asian supply networks and
facilitates cost effective manufacturing and strategic supply chain
management.
The Group operates in six countries and services over 500 customers across 47
countries.
Nexteq operates two distinct brands: Quixant, a specialised computer platforms
provider, and Densitron, leaders in human machine interface technology, each
with dedicated sales, account management and product innovation teams. Founded
in 2005, and later floating on the London Stock Exchange's AIM stock market as
Quixant plc, the Group rebranded to Nexteq in 2023.
Further information on Nexteq and its divisions can be found at
www.nexteqplc.com (http://www.nexteqplc.com) .
Disclaimer
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the Financial Services Authority (FCA), is acting as Financial
Adviser to the Company in connection with the matters described in this
announcement. Cavendish will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cavendish or for
advising any other person on the Proposed Buy-Back Authority and the Rule 9
Waiver or any other arrangements described in this announcement. Cavendish has
not authorised the contents of, or any part of, this announcement and no
liability whatsoever is accepted by Cavendish for the accuracy of any
information or opinions contained in this announcement or for the omission of
any information.
The below text has been extracted from the Circular.
1. Introduction
The Company has historically sought authority and received approval from its
shareholders to make market purchases of its own shares, with the most recent
authority being granted at a general meeting of the Company on 16 April 2024
(2024 GM), permitting the Company to repurchase up to 6,653,906 Ordinary
Shares, equal to 10 per cent of the Company's issued ordinary share capital at
the time of the 2024 GM (2024 Buy-Back Authority). As set out in a circular to
Shareholders dated 28 March 2024, a waiver was also obtained from the Panel of
any obligation which might otherwise have arisen on the Concert Party to make
a general offer to Shareholders of the Company pursuant to Rule 9 of the City
Code as a result of any market purchases of Ordinary Shares by the Company
pursuant to the 2024 Buy-Back Authority.
As announced on 14 March 2025, the Company has completed its share buyback
programme and purchased the full amount of 6,653,906 Ordinary Shares pursuant
to the 2024 Buy-Back Authority.
Following feedback from key Shareholders, the Company is now seeking to ask
Shareholders for authority, as necessary under the City Code, to make market
purchases of its Ordinary Shares under the same parameters as approved at the
2024 GM alongside the Waiver Resolution.
With a strong cash balance, that the Board believes will increase, the Board
has concluded that, as in 2024, it wishes to have the flexibility to utilise
the Proposed Buy Back Authority in circumstances which it decides are in the
best interests of the Company. Accordingly, this letter sets out the
background to, and reasons why the Board believes it to be in the best
interests of Shareholders as a whole for the Company to reapply for authority,
to make market purchases of its Ordinary Shares under the same parameters as
previously approved, being that any share repurchases are made at a price:
(i) no less than the nominal value of an Ordinary Share, being 0.1
pence;
(ii) no higher than an amount which is not more than 5 per cent above
the average of the closing middle market quotations for an Ordinary Share, as
derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the date on which that Ordinary share is
contracted to be purchased; or,
(iii) the higher of the price of the last independent trade of an
ordinary share or the highest current independent bid on the London Stock
Exchange.
The Takeover Code (the "Code") applies to Nexteq Plc (the "Company"). Under
Rule 9 of the Code, any person who acquires an interest in shares which, taken
together with shares in which that person or any person acting in concert with
that person is interested, carry 30% or more of the voting rights of a company
which is subject to the Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30%
of the voting rights of such a company but does not hold shares carrying more
than 50% of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person
acquires a further interest in shares which increases the percentage of shares
carrying voting rights in which that person is interested.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
The Panel has agreed, however, to waive the obligation to make an offer that
would otherwise arise under Rule 9 on the Concert Party as a result of the
buy-back by the Company of any Ordinary Shares and under the proposed Buy-back
Authority subject to the approval of independent shareholders. Accordingly,
Resolution 2 is being proposed at a general meeting of the Company and will be
taken on a poll. Members of the Concert Party as so defined on page 6 of the
Circular will not be entitled to vote on the Resolution.
The Circular sets out details of the proposed buy back authority and contains
at the end of the Circular the Notice of GM to be held at 11.00 a.m. on 18
September 2025 to consider and approve both the new Repurchase Resolution and
the Waiver Resolution.
2. Background to and reasons for the recommendation
Rationale for using the share buy-back authority
The Board believes it to be in the best interests of Shareholders as a whole
for the Company to have authority to purchase its Ordinary Shares in the
market.
The Directors believe that the Proposed Buy-Back Authority would be a
productive use of the Company's cash reserves, whilst at the same time
enhancing earnings per share. The Directors also believe that the Proposed
Buyback Authority would provide Shareholders with the flexibility, but without
any compulsion, to realise value in respect of all or some of their
shareholdings and is a tax efficient method of returning surplus cash to
certain Shareholders.
The Board is mindful of the financial impact a share buy-back may have on the
Company and has therefore conducted a thorough exercise with regards to the
capital requirements of the Group, its prospects and its funding available,
whilst also taking into account the merits of providing greater short-term
liquidity for Ordinary Shares. The Board will only proceed to make market
purchases at prices which make sense for the Company and its Shareholders as a
whole, and intends to only do so when there is a lack of liquidity for the
Ordinary Shares. The Directors have confirmed that none of them (or any
persons connected with them within the meaning of sections 252-255 of the Act)
will, nor do they have any current intention to, sell any of the Ordinary
Shares which they beneficially own to the Company should the Company utilise
the Proposed Buy-Back Authority.
Similarly, all members of the Concert Party have confirmed that none of them
(or any persons connected with them within the meaning of sections 252-255 of
the Act) will, nor do they have any current intention to, sell any of the
Ordinary Shares which they beneficially own to the Company should the Company
utilise the Proposed Buy-Back Authority.
Purchases of Own Shares
The Board is seeking the authority, in accordance with Section 701 of the Act,
for the Company to make market purchases of its own shares (within the meaning
of Section 693(4) of the Act) providing such purchases do not exceed, in
aggregate 10 per cent of the Company's issued ordinary share capital
(exclusive of shares held in treasury) as at the latest practicable date
before publication of the Circular, being 1 September 2025, being 5,988,515
Ordinary Shares, and subject to such pricing restrictions as described in
Paragraph 1 above.
The Board is seeking the flexibility to buy back shares should they consider
it appropriate to do so. However, the Board will only exercise the authority
after taking account of the overall financial position of the Company and in
circumstances where they believe that to do so would result in either an
increase or protection of value for the remaining Shareholders and be in the
best interests of Shareholders as a whole.
Any Ordinary Shares purchased under the Proposed Buy-Back Authority will
either be cancelled and the number of Ordinary Shares in issue reduced
accordingly, or will be held in treasury. Shares held in treasury may be used,
to the extent necessary to satisfy the exercise of options by existing
Shareholders whilst at the same time minimising dilution to existing
Shareholders.
City Code on Takeovers and Mergers
The City Code applies to the Company. Under Rule 9 of the Code, any person who
acquires an interest in shares which, taken together with shares in which that
person or any person acting in concert with that person is interested, carry
30 per cent or more of the voting rights of a company which is subject to the
Code is normally required to make an offer to all the remaining shareholders
to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent of the voting rights of such a company but does not hold shares
carrying more than 50 per cent of the voting rights of the company, an offer
will normally be required if such person or any person acting in concert with
that person acquires a further interest in shares which increases the
percentage of shares carrying voting rights in which that person, and any
persons acting in concert with that person, are interested.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
Under Rule 37 of the City Code, when a company purchases its own voting
shares, the 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 purpose of Rule 9 of the City Code
(although a shareholder who is neither a director nor acting in concert with a
director will not normally incur an obligation to make an offer under Rule 9
in these circumstances).
Current and potential shareholdings of the Concert Party
For the purposes of the City Code, Nicholas Jarmany, Francesca Marzilli,
Alessandro Jarmany, Oliver Jarmany, Daniel Jarmany, Gary Mullins, Sophie
Mullins, Susan Mullins, John Mullins, Mark Mullins, Jacob Mullins, Joseph
Mullins, Louis Mullins and Best Acumen Limited are presumed to be acting in
concert (the "Concert Party").
The Concert Party currently holds, in aggregate, 22,194,436 Ordinary Shares
representing an aggregate interest of 37.06 per cent of the Company's issued
share capital of 59,885,154 Ordinary Shares as at 1 September 2025 (being the
latest practicable date prior to the publication of the Circular).
The details of the effect of the Repurchase Resolution on the aggregate
interests of Concert Party are set out in paragraph 3 below and paragraph 5.4
of Part II of the Circular.
3. The Waiver Resolution
Under Rule 37 of the City Code, when a company redeems or purchases its own
voting shares, 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 purpose of Rule 9 of the
City Code. Subject to prior consultation, the Panel will normally waive any
resulting obligation to make an offer under Rule 9 if there is a vote of
independent shareholders.
As set out in paragraph 2 above, and given that the Concert Party's current
percentage interest in Ordinary Shares is between 30 and 50 per cent of the of
the voting rights of the Company, any increase in any member of the Concert
Party's percentage interest in Ordinary Shares (which includes any increase
caused by way of a share buyback) would have the effect of triggering Rule 9
of the City Code and result in the Concert Party being under an obligation to
make a general offer to all Shareholders.
The Independent Directors have consulted with the Panel, which has agreed
that, subject to approval of the Waiver Resolution by the Independent
Shareholders on a poll at the GM, it will grant the Repurchase Waiver. The
effect of the Repurchase Waiver, if approved by the Independent Shareholders,
would be that the Concert Party would not be required to make a general offer
under Rule 9 of the City Code that would otherwise arise due to the increase
in the aggregate holding of the Concert Party resulting from the purchase by
the Company of its own Ordinary Shares pursuant to the Proposed Buy-Back
Authority.
The Waiver Resolution is subject to the approval of Independent Shareholders
on a poll, where each Independent Shareholder will be entitled to one vote for
each Ordinary Share they hold. Members of the Concert Party are not entitled
to vote on this poll as they are not presumed to be independent.
Set out below, and also in paragraph 5.4 of Part II of the Circular, are
details of the maximum percentage of the Company's voting rights which could
be held by the Concert Party following the approval of the Repurchase
Resolution and the Waiver Resolution as it assumes the full utilisation of the
Proposed Buy-Back Authority (assuming no member of the Concert Party
participates in the proposed buyback and no further Ordinary Shares are issued
by the Company).
Scenario
In the event that:
• the Independent Shareholders approve the Waiver Resolution;
• the maximum number of Ordinary Shares are repurchased by the Company
under the Proposed Buy-Back Authority and no further Ordinary Shares are
issued by the Company; and
• there are no sales of Ordinary Shares by any member of the Concert Party
pursuant to the proposed share buyback or otherwise.
the combined shareholding of the Concert Party of 22,194,436 Ordinary Shares
would increase from 37.06 per cent to a maximum of 41.18 per cent of the
issued ordinary share capital of the Company of 53,896,639 Ordinary Shares
(excluding any shares held in treasury) as further detailed in paragraph 5.4
of Part II of the Circular.
Current interests of the Concert Party Interests of the Concert Party assuming full utilisation of the Proposed
Buy-Back Authority, the Concert Party does not participate in the share
buyback nor sell any Ordinary Shares and no further Ordinary Shares are issued
by the Company
Concert Party Member Number of Ordinary Shares % of current Number of Ordinary Shares % of current
issued share capital issued share capital
Nick Jarmany 5,769,980 9.64 5,769,980 10.71
Francesca Marzilli 5,356,683 8.94 5,356,683 9.94
Alessandro Jarmany 2,250 0.004 2,250 0.004
Oliver Jarmany 2,250 0.004 2,250 0.004
Daniel Jarmany 575,481 0.96 575,481 1.07
Gary Mullins 1,913,071 3.19 1,913,071 3.55
Sophie Mullins 302,582 0.51 302,582 0.56
Susan Mullins 2,232,707 3.73 2,232,707 4.14
John Mullins 1,626,213 2.72 1,626,213 3.02
Mark Mullins 960,000 1.60 960,000 1.78
Jacob Mullins 2,220 0.004 2,220 0.004
Joseph Mullins 2,220 0.004 2,220 0.004
Louis Mullins 2,220 0.004 2,220 0.004
Best Acumen Limited (Chen-Tai Lin and Shu-Hsiang Wu)* 3,446,559 5.76 3,446,559 6.39
Total 22,194,436 37.06 22,194,436 41.18
*Shares held by Best Acumen Limited, an entity owned and controlled by
Chen-Tai Lin and Shu-Hsiang Wu.
Shareholders should note that any further increase in the interests of the
Concert Party in the Ordinary Shares of the Company, which increases the
percentage of the voting rights in which they are interested, whether
collectively or individually, other than as a result of the purchase of
Ordinary Shares pursuant to the Proposed Buy-Back Authority will be subject to
the provisions of Rule 9. Whether or not the Waiver Resolution is passed by
the Independent Shareholders, members of the Concert Party will not be
restricted from making an offer for the Company.
In the event that the Concert Party's interest in the voting rights of the
Company increases as a result of the exercise of the Proposed Buy-Back
Authority, they could not acquire any further interest in the shares of the
Company without triggering an obligation under Rule 9.
The Waiver described in the Waiver Resolution, applies only in respect of
increases in the percentage interest of the Concert Party resulting from
purchases by the Company of its own shares under the Proposed Buy-Back
Authority and not in respect of any other increases in the Concert Party's
interests in Ordinary Shares by any other means.
4. The intentions of the Concert Party
The members of the Concert Party have each confirmed to the Company that they
are not proposing, following any increase in their percentage interests in
Ordinary Shares or voting rights as a result of any buy-back of its Ordinary
Shares by the Company to seek any change in the composition of the Board or
the general nature of the Company's business.
The members of the Concert Party have also each confirmed that they have no
intention to make any changes regarding the future of the Company's business,
the locations of the Company's places of business and the continued employment
of its employees and management (and those of its subsidiaries) as a result of
any increase in their percentage interests in Ordinary Shares or voting rights
as a result of a buy-back of its Ordinary Shares by the Company nor will there
be any redeployment of the fixed assets of the Company as a result of such an
increase.
The Company intends for its Ordinary Shares to remain admitted to AIM in the
event the Proposed Buy-Back Authority is exercised in whole or in part at any
point within the authority being requested.
There have been no changes to the relationship agreement entered into between
the Company and each of Nick Jarmany, Gary Mullins and Chen-Tai Lin on 14 May
2013.
5. Current Trading and prospects
In the audited final results for the year ended 31 December 2024 released on
19 March 2025, Nexteq provided the following trading update on current
trading:
"The market backdrop in 2024 was characterised by difficult conditions,
including geopolitical uncertainty, elevated inflation which both impact
business confidence combined with the ongoing cycle of destocking. As a
result, our trading performance was not at the high standard that we set
ourselves. Notwithstanding external factors, there are a number of operational
and organisational factors within our control that I, together with the newly
appointed Senior Leadership Team, have identified to change in order to become
leaders of markets again, and to drive the growth that this business is
capable of, in line with our three-year ambitions of being $108m-$120m
revenue, with gross margins of 35-38% and Adjusted EBITDA margins of 10-15%.
This refocus was presented at our recent Capital Markets Event in February and
detailed later in this report."
In the Company's AGM Statement released on 29 April 2025, Nexteq made the
following statement (including the footnote):
"The Board remains confident in achieving 2025 full year market
expectations(( 1 (#_ftn1) ))."
And, in the Company's Trading Update and Notice of Results announcement
released on 22 July 2025, Nexteq repeated the following statements (including
the footnote):
"H2 2025 revenues are expected to exceed H1, returning to the historic pattern
of H2 weighted revenues, and in line with FY25 market expectations1. There
continues to be attention on controlling costs, alongside focused investment
in the delivery of key growth projects, with H2 and full year 2025 profits
expected to be in line with market expectations."; and
"The Board is confident in meeting expectations for 2025".
In coming to this conclusion, the board have made certain assumptions on the
continued performance of order intake from repeat customers, successfully
integrating Nexteq products with recent customer wins, retaining its ability
to convert the Company's new business pipeline, and on maintaining the
Company's current level of operations through existing resources such that
expected sales in the period are completed in a timely manner. It is further
assumed the Company experiences no material unforeseen events which cause
disruption to regular operations.
The Directors confirm that the above statements remain valid and confirm that
they have been properly compiled on the basis of the assumptions stated and
that the basis of accounting used is consistent with the company's accounting
policies.
General Meeting
A notice convening the General Meeting to be held at 11.00 a.m. on 18
September 2025 is set out at the end of the Circular.
Owing to their interests in it, the Concert Party members will not be voting
on the Waiver Resolution in respect of their combined interests of 22,194,436
Ordinary Shares representing 37.06 per cent of the Company's issued ordinary
share capital (excluding treasury shares) as at 1 September 2025, being the
last practicable date prior to the publication of the Circular.
6. Action to be Taken
Please note that a hard copy form of proxy will be included with the notice.
If you would like to vote on the Resolutions to be proposed at the GM, you are
requested to vote in accordance with the instructions printed below as soon as
possible.
In the case of CREST members, Shareholders should record their proxy
appointment by utilising the CREST electronic proxy appointment service in
accordance with the procedures set out in the Notes on page 23 of the
Circular.
The instrument appointing a proxy must reach the Company's registrars, Neville
Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD by no
later than 11.00 a.m. on 16 September 2025.
Shareholders should note that, in order to have the right to vote at the
meeting, their holding must be entered on the Company's share register by
close of business on 16 September 2025 (or, in the event of any adjournment,
48 hours (excluding any day that is not a working day) before the time fixed
for the adjourned meeting).
7. Recommendation
Repurchase Resolution
The Directors recommend all Shareholders to vote in favour of the Repurchase
Resolution to be proposed at the GM, as they intend to do in respect of their
own beneficial holdings of Ordinary Shares which, as at 1 September 2025,
being the last practicable date prior to the publication of the Circular in
aggregate, amount to 13,404,805 Ordinary Shares representing approximately
22.38 cent of the existing issued ordinary share capital of the Company. The
Directors consider the proposals to be in the best interests of the Company
and its members as a whole and are most likely to promote the success of the
Company for the benefit of its members as a whole.
Waiver Resolution
The Independent Directors, who have been so advised by Cavendish, believe that
the Proposed Buy Back Authority and the Waiver Resolution are fair and
reasonable and in the best interests of the Independent Shareholders and the
Company as a whole. In providing advice to the Independent Directors,
Cavendish has taken into account the Independent Directors' commercial
assessments.
Accordingly, the Independent Directors recommend all Independent Shareholders
vote in favour of the Waiver Resolution as they intend to do in respect of
their own beneficial holdings of Ordinary Shares which, as at 1 September
2025, being the last practicable date prior to the publication of the
Circular, in aggregate amount to 57,989 Ordinary Shares, representing 0.10 per
cent of the existing issued ordinary share capital of the Company (exclusive
of treasury shares).
As detailed above, the Concert Party is considered to be interested in the
outcome of the Waiver Resolution. Accordingly, no Director who is also a
member of the Concert Party (being Nick Jarmany and Gary Mullins) has
participated in the Independent Directors' recommendation and no member of the
Concert Party will vote on the Waiver Resolution.
1 "Current consensus is $85.5m revenue, $6.0m adjusted EBITDA and $3.6m
adjusted PBT"
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