REG - Nexus Infrastructure - Result of Tender Offer
22/03/2023 07:15
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RNS Number : 7829T Nexus Infrastructure PLC 22 March 2023
22 March 2023
Nexus Infrastructure plc
("Nexus" or the "Company" or the "Group")
Result of Tender Offer
Nexus Infrastructure plc ("Nexus") is pleased to announce the results of the
Tender Offer, details of which were set out in the circular published by the
Company on 28 February 2023 (the "Circular").
The maximum aggregate number of Ordinary Shares that could be purchased
pursuant to the Tender Offer was 38,650,306 Ordinary Shares, representing 83.7
per cent. of the Company's Issued Share Capital as at the Record Date at a
Tender Price of 163 pence.
Under the Tender Offer, valid applications to tender shares were received in
respect of 37,147,878 Ordinary Shares, equal to 96.1% of the total number of
Ordinary Shares subject to the Tender Offer. As such, all valid tenders have
been accepted and will be purchased in full. Accordingly, a total of
37,147,878 Ordinary Shares will be purchased under the Tender Offer and
subsequently cancelled on 24 March 2023.
The total value to be returned to Shareholders pursuant to the Tender Offer
will therefore be approximately £60.6 million. The target return was
approximately £63 million and the surplus £2.4 million of cash will be
retained by the Company. Payment of the consideration due to Shareholders
whose tender applications under the Tender Offer have been accepted is
expected to be despatched (by cheque or by a CREST payment, as appropriate) on
or before 3 April 2023.
Directors' interests
Following completion of the purchase of Ordinary Shares pursuant to the Tender
Offer, the Board will be interested in a total of 19.67 per cent. of the
Company's total issued Ordinary Shares. The interests of each Director (and
their connected persons) will be as follows:
PDMR Position % of Company's total issued Ordinary Shares prior to Tender Offer Number of Ordinary Shares validly tendered Number of Ordinary Shares held immediately following the Tender Offer % of Company's total issued Ordinary Shares immediately following the Tender
Offer
Mike Morris((1)) NED 21.82% 8,395,008 1,679,002 18.58%
Charles Sweeney CEO 0.31% 101,365 39,541 0.44%
Dawn Hillman((2)) CFO 0.22% 70,329 32,020 0.35%
Richard Kilner Chairman 0.12% 44,285 8,857 0.10%
Alex Wiseman((3)) NED 0.11% 44,167 8,833 0.10%
Rob Kendal Managing Director Tamdown 0.10% 37,916 7,684 0.09%
Ffion Griffith NED 0.01% 4,266 853 0.01%
1) Mike Morris' holding includes Ordinary Shares held by his spouse
2) Dawn Hillman's holding includes Ordinary Shares held by her spouse
3) Alex Wiseman's holding includes Ordinary Shares held by his spouse
Total voting rights
Following the implementation of the Tender Offer and the cancellation of the
tendered 37,147,878 Ordinary Shares, expected to occur on 24 March 2023, the
total number of Ordinary Shares in issue in the Company will be 9,034,307.
Nexus does not hold any shares in treasury, and, therefore, the total number
of voting shares in Nexus in issue will be 9,034,307 from 24 March 2023. This
figure may be used by shareholders as the denominator for the calculations by
which they determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Capitalised terms used in this announcement (unless otherwise defined) have
the meanings set out in the Circular. References in this announcement to the
cancellation of tendered Ordinary Shares, or to the issued Ordinary Shares
following the Tender Offer, are on the assumption that Numis exercises its put
option (or the Company exercises its call option) in each case pursuant to the
Option Agreement.
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
In accordance with DTR 3.1 and Article 19 of The Market Abuse Regulation, the
Company was notified on 22 March 2023 that the Directors and Persons
Discharging Management Responsibilities ("PDMR") listed below sold Ordinary
Shares in the Company in London at a sales price of £1.63 per Ordinary Share.
1) Details of the person discharging managerial responsibility
a) Name Mike Morris
2 Reason for the notification
a) Position/status NED
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 8,395,008
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Charles Sweeney
2 Reason for the notification
a) Position/status CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 101,365
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Dawn Hillman
2 Reason for the notification
a) Position/status CFO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 70,329
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Richard Kilner
2 Reason for the notification
a) Position/status Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 44,285
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Alex Wiseman
2 Reason for the notification
a) Position/status NED
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 44,167
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Rob Kendal
2 Reason for the notification
a) Position/status Managing Director Tamdown
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 37,916
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
1) Details of the person discharging managerial responsibility
a) Name Ffion Griffith
2 Reason for the notification
a) Position/status NED
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Nexus Infrastructure plc
b) LEI 213800PUGVLUONLG9Y20
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, type of instrument Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
Identification code
b) Nature of the transaction Sale of ordinary shares pursuant to Tender Offer
c) Price(s) and volume(s) Price(s) Volume(s)
(a) £1.63 4,266
d) Aggregated information Not applicable.
- Aggregated volume
- Price
e) Date of the transaction 22 March 2023
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
Not applicable.
e)
Date of the transaction
22 March 2023
f)
Place of the transaction
London Stock Exchange, AIM
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