REG - Nexus Infrastructure - Proposed Return of Capital and Notice of GM
28/02/2023 07:00
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RNS Number : 3068R Nexus Infrastructure PLC 28 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/ 2014) AS IT FORMS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
FOR IMMEDIATE RELEASE
28 February 2023
Nexus Infrastructure plc
("Nexus" or the "Company" or the "Group")
Proposed Return of Capital of up to £63m by way of a Tender Offer at 163
pence per Ordinary Share
and
Notice of General Meeting
On 3 February 2023 Nexus Infrastructure plc ("Nexus") announced the completion
of the disposal of two of its divisions, TriConnex and eSmart Networks, to
FitzWalter Capital for £77.7 million (the "Disposal"). Today, the Company
announces its intention to return £63 million from the net proceeds of the
Disposal to shareholders by way of a fixed price Tender Offer at 163 pence per
Ordinary Share. A circular is expected to be posted and made available on the
Company's website today detailing the terms of the Tender Offer for up to a
maximum of 38,650,306 Ordinary Shares representing approximately 83.7 per
cent. of the Company's Issued Share Capital at the Record Date 1 .
The Circular sets out the terms of the Tender Offer and incorporates a notice
of a General Meeting to be held at 10.00 a.m. on 17 March 2023 at the
Company's registered office at Nexus Park Avenue East, Skyline 120, Great
Notley, Braintree, Essex, England, CM77 7AL. A Tender Form for use by
Shareholders who hold their Ordinary Shares in certificated form in connection
with the Tender Offer will also be despatched. Shareholders that hold their
Ordinary Shares electronically through CREST and wish to tender such Ordinary
Shares, must make your tender electronically through CREST.
Terms of the Tender Offer:
· The Tender Offer will be conducted at a price of 163p per
Ordinary Share (the "Tender Price")
· The Tender Offer will be open to all Qualifying Shareholders,
being Shareholders on the Register on the Record Date (being 6pm 17 March
2023)
· Qualifying Shareholders will be able to tender 5 Ordinary Shares
for every 6 Ordinary Shares held ("Basic Entitlement"), representing 83.3 per
cent. of the aggregate number of Ordinary Shares registered in each Qualifying
Shareholder's name in the Register on the Record Date,
· Qualifying Shareholders are able to submit tenders in excess of
their Basic Entitlement ("Excess Tenders"). Excess Tenders will only be
accepted to the extent that other Qualifying Shareholders tender less than
their Basic Entitlement or do not tender any Ordinary Shares
· The Tender Offer will open today and will close at 1:00 p.m. on
17 March 2023
· Implementation of the Tender Offer is conditional upon, amongst
other things, the approval of Shareholders
· Assuming that the maximum number of Ordinary Shares under the
Tender Offer are acquired by Numis and subsequently bought by the Company
under the Option Agreement and cancelled, the Company's issued share capital
will be reduced by 38,650,306 Ordinary Shares to 7,531,879 Ordinary Shares
following completion of the Tender Offer
Directors' intentions:
· Directors of Nexus have provided irrevocable commitments to
tender their Basic Entitlement and have confirmed that they will not seek to
submit any Excess Tenders
· Therefore, it is expected that the Directors will together
continue to hold approximately 23% of the issued Ordinary Share capital of
Nexus post completion of the Tender Offer
· The Directors and Nexus management team remain committed to
continuing to deliver Tamdown's two-year turnaround plan which is well
advanced
Current trading and outlook:
The Company draws Shareholders' attention to the results for the year ended 30
September 2022 published on 31 January 2023 and reconfirms that trading in the
first quarter of FY23 was in line with the Board's expectations. The two-year
turnaround plan for Tamdown is well progressed with operational benefits
coming through. Tamdown continues to see positive demand for its services
despite macroeconomic headwinds and new build housing market softness.
Fundamental market growth drivers for Tamdown remain positive. The housing
market continues to experience a long-term position of undersupply with the
number of new houses being built falling short of national targets.
Performance of the housebuilders during the upcoming spring selling season
will be key to underpinning FY23 and FY24 performance for Tamdown.
The sale of TriConnex and eSmart Networks crystallised the inherent value of
those businesses. Given the macroeconomic headwinds, the Board has decided to
retain £12 million from the net proceeds of the Disposal to strengthen the
Company's balance sheet (previously this was expected to be £10 million).
This balance ensures the Company's remaining operating business, Tamdown, has
adequate working capital and is well capitalised to continue to support its
ongoing strategy, focusing on high quality contracts and improving operating
margins. The Company's previous £5 million Revolving Credit Facility with
Allied Irish Bank expired on completion of the Disposal and the Company is in
the process of exploring new banking facilities. The retention of £12 million
will provide additional protection and funding headroom whilst new banking
facilities are being put in place. To the extent that surplus capital arises
in the future, it is the Board's intention that such capital will be
distributed to Shareholders.
As announced in the FY22 results, there will be no final dividend for the year
ended 30 September 2022 given the £63 million return of capital. The Board
confirms that it is committed to a dividend policy in line with previous
years, and this is expected to be 3x cover based on adjusted profits. The
Board expects that the Company will pay an interim and final dividend for the
current financial year FY23.
Posting of Circular and Notice of General Meeting:
Full details of the Tender Offer will be included in a circular which is
expected to be published and available on the Group's website later today
(www.nexus-infrastructure.com).
Implementation of the Tender Offer is conditional upon the approval of the
Shareholders of the Tender Offer Resolution. That approval will be sought at a
general meeting of the Company to be held at 10.00 a.m. on 17 March 2023 at
the Company's registered office at Nexus Park Avenue East, Skyline 120, Great
Notley, Braintree, Essex, England, CM77 7AL.
Enquiries:
Nexus Infrastructure plc Tel: 01376 559550
Charles Sweeney, Chief Executive Officer
Dawn Hillman, Chief Financial Officer
Numis Securities Limited Tel: 0207 260 1200
Nominated Adviser & Broker
Oliver Hardy (Nomad)
Heraclis Economides
Financial Public Relations Tel: 0203 757 4992
Camarco
Ginny Pulbrook
Rosie Driscoll
NOTICE IN RELATION TO OVERSEAS PERSONS
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
person who is subject to the laws of any jurisdiction other than the UK should
inform themselves about and observe any of those restrictions. Any failure to
comply with any of those restrictions might constitute a violation of the
relevant laws or regulations of such jurisdiction.
FORWARD-LOOKING STATEMENTS
This announcement includes "forward-looking statements" which include all
statements other than statements of historical fact, including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, or any statements
preceded by, followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or
similar expressions or negatives thereof. Such forward-looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Group's control that could cause the actual results, performance or
achievements of the Group to be materially different from the future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this announcement.
Whilst the Directors consider these statements to be reasonable based upon
information currently available, they may prove to be incorrect. However, the
Company expressly disclaims any obligation or undertaking to disseminate any
updates or revisions to any forward-looking statements contained herein to
reflect any change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are
based unless required to do so by applicable law or the AIM Rules.
NO PROFIT FORECAST OR ESTIMATES
Unless otherwise stated, no statement in this announcement is intended as a
profit forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Group, for the
current or future financial years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow from the Group.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Nexus and no one else in
connection with the proposed Tender Offer and will not be responsible to
anyone other than Nexus for providing the protections afforded to clients of
Numis nor for providing advice in relation to the proposed Tender Offer or any
other matter referred to herein. Neither Numis nor any of its group
undertakings or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Numis
in connection with the proposed Tender Offer or any matter referred to herein.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this announcement and the Circular 28 February 2023
Latest time and date for receipt of Forms of Proxy for the General Meeting 10.00 a.m. on 15 March 2023
General Meeting 10.00 a.m. on 17 March 2023
Announcement of the results of the General Meeting 17 March 2023
Closing date for the Tender Offer 1:00 p.m. 17 March 2023
Record Date for the Tender Offer 6:00 p.m. on 17 March 2023
Announcement of the results of the Tender Offer 22 March 2023
Purchase of Ordinary Shares under the Tender Offer 22 March 2023
Shares purchased under the Tender Offer cancelled from trading 24 March 2023
Cheques dispatched and accounts credited in respect to Tender Offer proceeds By no later than 3 April 2023
Proposed Tender Offer to purchase Ordinary Shares for up to £63 million at a
fixed price of 163 pence per Ordinary Share
1. Introduction
The Company proposes to make a capital return of up to £63 million by way of
a tender offer (the "Tender Offer"). The Tender Offer will be conducted at a
fixed price of 163 pence per Ordinary Share (the ''Tender Price''). If the
maximum number of shares under the Tender Offer are tendered this would result
in the purchase of approximately 84.9% of the Company's Issued Share Capital
at the Record Date.
This announcement sets out the background to and reasons for the Tender Offer
and why the Directors believe the Tender Offer to be in the best interests of
the Company and its Shareholders as a whole. This announcement also contains
details of the procedure that should be followed by those Qualifying
Shareholders who wish to participate in the Tender Offer. To enable the Tender
Offer to take place, the Company is seeking Shareholders' approval of the
Tender Offer Resolution, which grants permission to the Company to buy back up
to 38,650,306 Ordinary Shares in connection with the Tender Offer, at a
General Meeting to be held at 10.00 a.m. on 17 March 2023.
2. Background to and Reasons for the Tender Offer
On 3 February 2023, Nexus completed the disposal of TriConnex and eSmart
Networks to an indirect wholly-owned subsidiary of funds managed or advised by
FitzWalter and its affiliates, for cash consideration of £77.7 million (the
"Disposal"). The Independent Directors were of the view that the Disposal
would allow Nexus and its Shareholders to realise a higher value for the two
divisions than could be generated from Nexus' continued ownership, taking into
account macro-economic uncertainty and resulting demand risk in the near term,
execution risk in the business plans and the investment required to achieve
their growth potential.
As articulated by the Board at the time of the Disposal, the Company intended
to undertake a significant return to Shareholders as a result of the Disposal,
and today, the Company confirms it is returning up to £63 million to
Shareholders by way of a tender offer subject to passing of the Tender Offer
Resolution by Shareholders.
Current trading and prospects of the Group
The Company draws Shareholders' attention to the results for the year ended 30
September 2022 published on 31 January 2023 and reconfirms that trading in the
first quarter of FY23 was in line with the Board's expectations. The two-year
turnaround plan for Tamdown is well progressed with operational benefits
coming through. Tamdown continues to see positive demand for its services
despite macroeconomic headwinds and new build housing market softness.
Fundamental market growth drivers for Tamdown remain positive. The housing
market continues to experience a long-term position of undersupply with the
number of new houses being built falling short of national targets.
Performance of the housebuilders during the upcoming spring selling season
will be key to underpinning FY23 and FY24 performance for Tamdown.
The sale of TriConnex and eSmart Networks crystallised the inherent value of
those businesses. Given the macroeconomic headwinds, the Board has decided to
retain £12 million from the net proceeds of the Disposal to strengthen the
Company's balance sheet (previously this was expected to be £10 million).
This balance ensures the Company's remaining operating business, Tamdown, has
adequate working capital and is well capitalised to continue to support its
ongoing strategy, focusing on high quality contracts and improving operating
margins. The Company's previous £5 million Revolving Credit Facility with
Allied Irish Bank expired on completion of the Disposal and the Company is in
the process of exploring new banking facilities. The retention of £12 million
will provide additional protection and funding headroom whilst new banking
facilities are being put in place. To the extent that surplus capital arises
in the future, it is the Board's intention that such capital will be
distributed to Shareholders.
As announced in the FY22 results, there will be no final dividend for the year
ended 30 September 2022 given the £63 million return of capital. The Board
confirms that it is committed to a dividend policy in line with previous
years, and this is expected to be 3x cover based on adjusted profits. The
Board expects that the Company will pay an interim and final dividend for the
current financial year FY23.
3. The Tender Offer
Subject to certain conditions (including the Tender Offer Resolution being
passed at the General Meeting), the Tender Offer will be implemented by Numis
(acting as principal and not as agent, nominee or trustee) at the Tender
Price.
Conditional upon the Tender Offer becoming unconditional and subject to the
terms thereof, Numis has the right to require the Company to purchase from it
(and the Company has the right to require Numis to sell to it) any Ordinary
Shares acquired by Numis under the Tender Offer pursuant to an option
agreement dated 28 February 2023 (the "Option Agreement") at the Tender Price.
If either the put option or call option under the Option Agreement is
exercised, the Company intends to cancel any Ordinary Shares purchased by
Numis pursuant to the Tender Offer and subsequently purchased by the Company
from Numis pursuant to the Option Agreement. It is expected that Qualifying
Shareholders who successfully tender their shares will receive payment for
such shares by no later than 3 April 2023.
Depending on the level of participation in the Tender Offer, it is possible
that Numis will purchase, as principal, Ordinary Shares pursuant to the Tender
Offer such that Numis' interest in Ordinary Shares would carry 30 per cent or
more of the Company's voting rights. Such an acquisition would ordinarily
trigger an obligation pursuant to Rule 9 of the Takeover Code. The Takeover
Panel have, following consultation, granted a waiver from this obligation as a
result of Numis' acquisition of Ordinary Shares from Qualifying Shareholders
pursuant to the Tender Offer. Further details are set out in paragraph 6
below.
The Tender Offer will be open to all Qualifying Shareholders, being
Shareholders on the Register on the Record Date, who are not subject to the
securities laws of a Restricted Jurisdiction.
Qualifying Shareholders may participate in the Tender Offer by tendering a
proportion of their registered holdings of Ordinary Shares. Each Qualifying
Shareholder will be entitled to sell their Basic Entitlement under the Tender
Offer, with potential for further tenders, depending on the number of Ordinary
Shares tendered by other Qualifying Shareholders.
The Tender Offer is subject to, amongst other things, the passing of the
Tender Offer Resolution.
The Tender Offer will close at 1.00 p.m. on 17 March 2023 and tenders received
after that time will not be accepted unless otherwise approved by Numis (in
consultation with the Company).
The principal terms of the Tender Offer are as follows:
· The Tender Offer is being made to Qualifying Shareholders by Numis for
the purchase of up to 38,650,306 Ordinary Shares at the Tender Price of 163
pence per Ordinary Share.
· Numis will purchase existing issued Ordinary Shares for a total
purchase price of up to £63 million.
· Under the Tender Offer, each Qualifying Shareholder is entitled to
have its shareholding purchased by Numis at the Tender Price of 163 pence per
Ordinary Share up to that Qualifying Shareholder's Basic Entitlement together
with potential further purchases depending on the number of Ordinary Shares
tendered by other Qualifying Shareholders (subject to the overall maximum
number indicated below).
· Qualifying Shareholders have the right to tender 5 Ordinary Shares
for every 6 Ordinary Shares (their "Basic Entitlement"). This number
represents 83.3 per cent of the aggregate number of Ordinary Shares expected
to be registered in each Qualifying Shareholder's name in the Register on the
Record Date (being 17 March 2023), rounded down to the nearest whole number of
Ordinary Shares.
· All Ordinary Shares validly tendered by any Qualifying Shareholder
up to their Basic Entitlement will be accepted in full.
· Qualifying Shareholders are permitted to submit tenders in respect of
Ordinary Shares that are in excess of their Basic Entitlement ("Excess
Tenders"). Excess Tenders will only be accepted to the extent that other
Qualifying Shareholders tender less than their Basic Entitlement or do not
tender any Ordinary Shares.
· To the extent that other Qualifying Shareholders have not taken
up their Basic Entitlement (thereby creating "Excess Capacity"), Qualifying
Shareholders will have their Excess Tenders satisfied in full to the extent
that the Excess Capacity exceeds the aggregate Excess Tenders. To the extent
that the aggregate Excess Tenders exceed Excess Capacity, Excess Tenders shall
be allocated at the discretion of Nexus, with priority given to smaller
shareholders, ex-employees of Nexus and ensuring that no obligation is
triggered pursuant to Rule 9 of the Takeover Code, but with a general view to
scaling down pro-rata to the total number of Ordinary Shares so tendered by
that Qualifying Shareholder, such that the total cost of Ordinary Shares
purchased pursuant to the Tender Offer does not exceed £63 million and if any
fractions arise from scaling back, the number of Ordinary Shares accepted will
be rounded down to the nearest whole number.
· The maximum number of Ordinary Shares that will be purchased by Numis
under the Tender Offer is 38,650,306, representing approximately 83.7 per cent
of the Company's issued share capital as at the Record Date (assuming full
take-up of the Tender Offer at the Tender Price and the maximum number of new
Ordinary Shares issued pursuant to the share options and share awards referred
to in paragraph 8 below are issued).
· Conditional upon the Tender Offer becoming unconditional and
subject to the terms thereof, Numis has the right to require the Company to
purchase from it (and the Company has the right to require Numis to sell to
it) any Ordinary Shares acquired by Numis under the Tender Offer pursuant to
and subject to the terms and conditions of the Option Agreement. If either the
put option or call option under the Option Agreement is exercised, any
Ordinary Shares acquired by Numis pursuant to the Tender Offer and
subsequently purchased by the Company from Numis pursuant to the Option
Agreement will be immediately cancelled and will not rank for any future
dividends.
· Assuming full take up of the Tender Offer and that either the put or
call option under the Option Agreement is exercised, following completion of
the Tender Offer and cancellation of any Ordinary Shares purchased by the
Company from Numis pursuant to the Option Agreement, the Company expects that
it will have 7,531,879 Ordinary Shares in issue.
· Qualifying Shareholders who hold their Ordinary Shares in certificated
form who wish to participate in the Tender Offer must return a completed
Tender Form, together with any shares certificate(s) and/or other document(s)
of title so as to be received by the Receiving Agent by no later than 1.00
p.m. on 17 March 2023. Qualifying Shareholders who hold their Ordinary Shares
in uncertificated form (that is, in CREST) who wish to participate in the
Tender Offer should not complete a Tender Form but should submit TTE
instructions electronically through CREST as described in the Circular.
· Once submitted, a Tender Form and/or a TTE instruction (as
appropriate) is irrevocable and cannot be withdrawn. Qualifying Shareholders
should note that, once tendered, Ordinary Shares may not be sold, transferred,
charged or otherwise disposed of.
· Full details of the Tender Offer, including the terms and conditions on
which it is made, are set out in the Circular and, for Shareholders who hold
their Ordinary Shares in certificated form, on the Tender Form.
· This is not a recommendation to Shareholders to sell or tender their
Ordinary Shares. Shareholders are not obliged to tender any Ordinary Shares
and Shareholders who wish to retain all of their investment in the Company
should not return a Tender Form or submit a TTE Instruction. Whether or not
Qualifying Shareholders tender any Ordinary Shares will depend on, among other
things, their view of the Company's prospects and their own individual
circumstances, including their tax position, on which they should seek their
own independent advice.
4. Overseas Shareholders
The attention of Shareholders who are not resident in the United Kingdom is
drawn to paragraph 6 of Part III of the Circular to be sent to Shareholders
headed "Overseas Shareholders" and, for Shareholders who hold their Ordinary
Shares in certificated form, to the relevant provisions of the Tender Form.
5. Taxation
A summary of the taxation consequences of the Tender Offer for UK resident
Shareholders is set out in Part IV of the Circular to be sent to Shareholders.
Shareholders are strongly advised to obtain independent tax advice regarding
their own tax position.
6. Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an interest (as
defined in the Takeover Code) in shares which, taken together with shares in
which he is already interested and in which persons acting in concert with him
are interested, carry 30 per cent or more of the voting rights of a company
which is subject to the Takeover Code, is normally required to make a general
offer to all the remaining Shareholders to acquire their shares at the highest
price paid by that person (or any persons acting in concert with them) for
shares in the company within the preceding 12 months.
Rule 9 of the Takeover Code also provides that any person, together with
persons acting in concert with that person, who is interested in shares which
in the aggregate carry not less than 30 per cent of the voting rights of a
company to which the Takeover Code applies but does not hold more than 50 per
cent of such voting rights will be unable, without the Panel's consent, to
acquire, either individually or together, any interest in any further voting
rights in the company without being required to make a general offer to
shareholders of that company to acquire their shares at the highest price paid
by that person (or any persons acting in concert with them) for shares in the
company within the preceding 12 months. Persons holding more than 50 per cent.
of the voting rights of a company which is subject to the Takeover Code will
normally have freedom to acquire further shares without being required to make
a general offer to shareholders of that company.
Depending on the level of participation in the Tender Offer, it is possible
that Numis will purchase, as principal, Ordinary Shares pursuant to the Tender
Offer such that Numis' interest in Ordinary Shares would carry 30 per cent or
more of the Company's voting rights. Such an acquisition would ordinarily
trigger an obligation pursuant to Rule 9 of the Takeover Code. The Takeover
Panel have, following consultation, granted a waiver from this obligation on
the basis that, subject to the terms and conditions of the Option Agreement,
Numis shall have a right to require the Company to purchase, and the Company
shall have a right to require Numis to sell, in each case any Shares acquired
by Numis pursuant to the Tender Offer.
The Company has obtained irrevocable undertakings from Mike Morris, Michelle
Morris and Keith Breen that they will each participate in the Tender Offer
with respect to their Basic Entitlement. The Company has also obtained
irrevocable undertakings from other large shareholders to confirm that they
will participate in the Tender Offer to a sufficient extent such that they
will continue to hold less than 30 per cent. of the Company's issued share
capital following completion of the Tender Offer and any potential subsequent
purchase by the Company (pursuant to the Option Agreement) of Ordinary Shares
acquired by Numis under the Tender Offer.
7. Intentions of the Directors in relation to the Tender Offer
As at the Latest Practicable Date, the Directors and their connected persons
were interested, in aggregate, in 10,398,382 Ordinary Shares, representing
approximately 22.8 per cent of Current Issued Ordinary Shares of the Company.
The Directors will be tendering shares up to their Basic Entitlement, and
therefore there is no expectation that their percentage holding will change
materially following the Tender Offer. The Directors have irrevocably
undertaken that they will not be submitting any applications in excess of
their Basic Entitlement.
Name of beneficial holder Position Number of Ordinary Shares held as at the Latest Practicable Date % of Current Issued Ordinary Shares Basic Entitlement take-up Applications in excess of Basic Entitlement (Ordinary Shares) Holding post Tender Offer (Ordinary Shares)
(Ordinary Shares)
Charles Sweeney CEO 121,639 0.27 101,365 - 20,274
Dawn Hillman (1) CFO 91,372 0.20 76,140 - 15,232
Richard Kilner Chairman 53,142 0.12 44,285 - 8,857
Mike Morris (2) NED 10,074,110 22.1 8,395,085 - 1,679,025
Alex Wiseman (3) NED 53,000 0.12 44,165 - 8,835
Ffion Griffith NED 5,119 0.01 4,265 - 854
(1) Dawn Hillman's holding includes Ordinary Shares held by her spouse
(2) Mike Morris' holding includes Ordinary Shares held by his spouse
(3) Alex Wiseman's holding includes Ordinary Shares held by his spouse
8. Employee options
As previously announced in connection with the Disposal, certain share options
and share awards vested upon completion of the Disposal. It is expected that
625,281 Ordinary Shares will be issued to employees (pursuant to the exercise
of these share options and the vesting of these awards) shortly after
publication of this document. These new Ordinary Shares will be included in
the number of Ordinary Shares in issue as at the Record Date, and therefore
capable of participating in the Tender Offer.
9. Issued Ordinary Shares following the Tender Offer
Assuming that the maximum number of Ordinary Shares under the Tender Offer are
acquired by Numis and (subject to exercise of the put option by Numis or the
call option by the Company in each case pursuant to the Option Agreement),
subsequently bought back by the Company and cancelled, and the maximum number
of new Ordinary Shares issued pursuant to the share options and share awards
referred to in paragraph 8 above are issued, the Company's issued Ordinary
Share capital will be 7,531,879 Ordinary Shares. An announcement setting out
the Company's new issued share capital will be made following completion of
the Tender Offer.
10. Recommendation
The Directors consider that the Tender Offer and the Tender Offer Resolution
are in the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the Tender Offer Resolution to be proposed at the General Meeting as
they have irrevocably undertaken to do in respect of their own beneficial
holdings of Ordinary Shares (in respect of which they have the power to
exercise or direct the exercise of voting rights) which, in aggregate, amount
to 10,398,382 Ordinary Shares representing 22.8 per cent of the Current Issued
Ordinary Shares.
The Directors are making no recommendation to Shareholders in relation to
participation in the Tender Offer itself.
Whether or not Shareholders decide to tender their Ordinary Shares will
depend, amongst other things, on their own individual circumstances, including
their own tax position. Shareholders are recommended to consult their duly
authorised independent advisers in making their own decisions. Attention is
drawn in particular to the risk factors set out in the Circular to be sent to
Shareholders later today.
DEFINITIONS
In this announcement, the following definitions apply unless the context
requires otherwise:
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange as amended
from time to time
"Articles" the articles of association of the Company from time to time
"Basic Entitlement" 5 Ordinary Shares for every 6 Ordinary Shares held
"Board" or "Directors" the board of directors of the Company
"Business Day" a day (other than a Saturday, Sunday or public holiday) on which banks are
generally open for business in London
"certificated" or "in certificated form" an Ordinary Share which is not in uncertificated form
"Circular" the shareholder circular to be posted later today in connection with the
General Meeting
"Companies Act" the Companies Act 2006, as amended
"Company" or "Nexus" Nexus Infrastructure plc
"CREST" the relevant system (as defined in the CREST Regulations) for paperless
settlement of share transfers and the holding of shares in uncertificated form
which is administered by Euroclear
"CREST Manual" the compendium of documents entitled CREST Manual issued by Euroclear from
time to time and comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual, the CREST Rules,
CCSS Operations Manual and the CREST Glossary of Terms
"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" Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"CREST Rules" the rules from time to time issued by Euroclear governing the admission of
securities to and the operation of the CREST UK System
"CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor being a sponsoring
system-participant (as defined in the CREST Regulations)
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member
"CREST UK System" the facilities and procedures of the relevant systems of which Euroclear is
the approved operator pursuant to the CREST Regulations
"Current Issued Ordinary Shares" 45,556,904 Ordinary Shares as at the Last Practicable Date
"Disposal" the sale of TriConnex and eSmart Networks to FWCP Spark (UK) Holdco Limited
"Euroclear" Euroclear UK & International Limited
"FCA" Financial Conduct Authority
"Form of Proxy" the form of proxy relating to the General Meeting
"FSMA" the Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of the Company to be held at Nexus Park, Avenue East,
Skyline 120, Braintree, Essex CM77 7AL, at 10.00 a.m. on 17 March 2023, or any
adjournment thereof
"Group" the Company and its subsidiary undertakings (as defined in section 1162 of the
Companies Act);
"Independent Directors" for the purpose of the Board's recommendation that Shareholders approve the
Disposal, were Richard Kilner, Ffion Griffith, Alex Wiseman and Clare Lacey
"Issued Share Capital as at the Record Date" 46,182,185 Ordinary Shares (comprised of 45,556,904 Ordinary Shares in issue
as at the Latest Practicable Date plus 625,281 Ordinary Shares that are
expected to be issued pursuant to the exercise of employee options)
"Latest Practicable Date" 27 February 2023, being the latest practicable date prior to the publication
of the Circular
"Link Group" Link Market Services Limited
"London Stock Exchange" London Stock Exchange plc
"Numis" Numis Securities Limited
"Option Agreement" the agreement dated 28 February 2023 between the Company and Numis pursuant to
which the Company granted Numis an option to require the Company to Repurchase
all Ordinary Shares acquired by Numis pursuant to the Tender Offer
"Ordinary Shares" ordinary shares of £0.02 each in the capital of the Company
"Overseas Shareholders" Shareholders who are citizens or nationals of, or resident in, jurisdictions
outside the United Kingdom
''Qualifying Shareholders'' Shareholders entitled to participate in the Tender Offer, being those who are
on the Register on the Record Date and who are not Shareholders subject to the
securities laws of a Restricted Jurisdiction
"Receiving Agent" or "Registrar" Link Group
"Record Date" 6.00 p.m. on 17 March 2023
"Register" the Company's register of members
"Restricted Jurisdictions" each and any of Australia, Canada, Japan, New Zealand, the United States,
Singapore, the Republic of South Africa and any other jurisdiction where the
mailing of the Circular into or inside or from such jurisdiction would breach
any applicable law or regulations
"Shareholders" holders of Ordinary Shares
"Takeover Code" the City Code on Takeovers and Mergers
"Tender Conditions" as defined in paragraph 2.1 of Part III of the Circular
"Tender Form" the tender form published alongside the Circular for use in connection with
the Tender Offer by Qualifying Shareholders who hold their Ordinary Shares in
certificated form
"Tender Offer" the invitation by Numis to Qualifying Shareholders to tender Ordinary Shares
for purchase by Numis on the terms and subject to the conditions set out in
the Circular and also, in the case of certificated Ordinary Shares only, the
Tender Form
"Tender Offer Resolution" the special resolution to be proposed at the General Meeting to implement the
Tender Offer
"Tender Price" the tender price of 163 pence per Ordinary Share
"TTE instruction" a transfer to escrow instruction (as defined by the CREST Manual issued by
Euroclear)
"uncertificated form" or "in 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 of America, any other areas subject to its jurisdiction and
the District of Columbia
1 46,182,185 Ordinary Shares (comprised of 45,556,904 Ordinary Shares in
issue as at the Latest Practicable Date plus 625,281 Ordinary Shares that are
expected to be issued pursuant to the exercise of employee options)
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