Proposed Tender Offer & Notice of General Meeting
24/09/2024 07:01
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RNS Number : 3292F Niox Group PLC 24 September 2024
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, NEW
ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, SINGAPORE , SWITZERLAND
OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO
MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION
("RESTRICTED JURISDICTION"). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO.
596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
NIOX GROUP PLC
("NIOX" or the "Company" and, together with its subsidiaries, the "Group")
Proposed return of up to £21 million by way of a purchase of up to 26,250,000
Ordinary Shares at 80 pence per share pursuant to a Tender Offer
and
Notice of General Meeting
Oxford, UK - 24 September 2024: NIOX Group plc (AIM: NIOX), a company engaged
in the design, development and commercialisation of medical devices for asthma
diagnosis and management, announces that it is proposing to return up to £21
million to Shareholders by way of a Tender Offer pursuant to which Qualifying
Shareholders are invited to tender some, or all, of their Ordinary Shares at
the Tender Price of 80 pence per Ordinary Share. The Tender Offer is for a
maximum of 26,250,000 Ordinary Shares.
The Tender Price represents a premium of 21.2 per cent to the mid-market
closing price on the Latest Practicable Date, and a premium of 21.9 per cent.
to the volume weighted average price of 65.6 pence per Ordinary Share over
three months prior to the Latest Practicable Date.
If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this will result in the purchase of approximately 6.2 per cent. of the
Company's Issued Ordinary Share Capital as at the Latest Practicable Date.
Qualifying Shareholders are not required to tender any or all of their
Ordinary Shares if they do not wish to do so. Qualifying Shareholders who
participate in the Tender Offer have a Basic Entitlement to tender
approximately 6.2 per cent. of the Ordinary Shares held by them at the Tender
Offer Record Date, rounded down to the nearest whole number. Qualifying
Shareholders will also have the opportunity to sell an Individual Excess
Tender to the extent that other Shareholders tender less than their Basic
Entitlement. The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the Tender Offer Record Date.
The Tender Offer is being effected by Singer Capital Markets Securities
Limited ("Singer Capital Markets"), the Company's corporate broker, as
principal on the basis that all Ordinary Shares that it buys under the Tender
Offer will be subsequently repurchased from it by the Company pursuant to the
terms of a Repurchase Agreement. The first 10 million Ordinary Shares
purchased by the Company from Singer Capital Markets will be held in treasury
with any excess up to the maximum remaining 16,250,000 being cancelled.
The Company expects to post a circular to Shareholders (the "Circular") later
today and a copy of the Circular will be published on the Company's website at
www.investors.niox.com. The Circular will set 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.
The Circular will also contain details on the procedure that should be
followed by those Qualifying Shareholders who wish to participate in the
Tender Offer. A Form of Proxy and Tender Form for use by Shareholders who hold
their Ordinary Shares in certificated form in connection with the Tender Offer
is also being despatched with the Circular.
The implementation of the Tender Offer requires Shareholder approval by way of
a special resolution (the "Tender Offer Resolution"). The Tender Offer
Resolution will be proposed at the General Meeting of the Company to be held
at Hayakawa Building, Edmund Halley Road, Oxford Science Park, Oxford,
England, OX4 4GB at 11:00 a.m. on 16 October 2024.
The Board is making no recommendation to Qualifying Shareholders in relation
to their participation in the Tender Offer. However, the Board is unanimously
recommending Shareholders to vote in favour of the Tender Offer Resolution to
be proposed at the General Meeting, as the Directors intend to do in respect
of their own beneficial holdings of shares.
This summary should be read in conjunction with the full text of this
announcement and the Circular. Capitalised terms used but not defined in this
announcement will have the same meaning given to them in the Circular.
The person responsible for arranging the release of this announcement on
behalf of the Company is Michael Roller, Chief Financial Officer.
Contacts:
NIOX Group plc +44 (0) 3303 309 356
Ian Johnson, Executive Chairman
Michael Roller, Chief Financial Officer
Singer Capital Markets (Nominated Adviser and Joint Broker) +44 (0) 20 7496 3000
Jen Boorer / James Fischer / James Todd
About NIOX
Our mission is to improve asthma diagnosis and management by greater patient
access to FeNO testing. Asthma is one of the biggest healthcare issues
globally with 340 million sufferers, many of whom are undiagnosed or are
misdiagnosed. The Group is engaged in the design, development, and
commercialisation of medical devices for the measurement of FeNO, a precise
biomarker for asthma. Our market leading device, NIOX VERO®, is increasingly
recognised by healthcare professionals as an important tool to improve the
diagnosis and management of asthma. NIOX VERO® is also the device of choice
by leading clinical research organisations for respiratory studies.
NIOX provides products and services via its direct sales organisation and
extensive distributor network in 50 countries. For more information, please
visit www.niox.com (http://www.niox.com)
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender Offer and publication of the Circular and Notice of 24 September 2024
General Meeting
Tender Offer opens 25 September 2024
Latest time and date for receipt of Forms of Proxy and electronic voting 11.00 a.m. on 14 October 2024
instructions
Latest time and date for receipt of Tender Forms and settlement of TTE
instructions and share certificates in relation to the Tender Offer (i.e.
close of Tender Offer) 1.00 p.m. on 15 October 2024
Tender Offer Record Date 6.00 p.m. on 15 October 2024
General Meeting 11.00 a.m. on 16 October 2024
Announcement of results of the Tender Offer 17 October 2024
Purchase of Ordinary Shares under the Tender Offer 18 October 2024
CREST accounts credited for revised, uncertificated holdings of Ordinary by 18 October 2024
Shares (or, in the case of unsuccessful tenders, for entire holdings of
Ordinary Shares)
CREST accounts credited in respect of Tender Offer proceeds for uncertificated by 22 October 2024
Ordinary Shares
Despatch cheques in respect of Tender Offer proceeds for certificated Ordinary by 31 October 2024
Shares
Return of share certificates in respect of unsuccessful tenders of by 31 October 2024
certificated Ordinary Shares
Despatch of balancing share certificates (in respect of certificated Ordinary by 31 October 2024
Shares) for revised, certificated holdings in the case of partially successful
tenders
All times are references to London times and are indicative only and may
change. Each of the above times and dates is based on the Company's
expectations as at the date of the Circular. If any of the above times and/or
dates change, the revised times and/or dates will be notified to Shareholders
by an announcement through a Regulatory Information Service.
ADDITIONAL INFORMATION
Background to and reasons for the Tender Offer
The Company today announced its interim results for the six months ended 30
June 2024 in which it announced the Group performed well in the first half of
2024 with revenues up 12 per cent. (15 per cent. on a constant currency basis)
to £21.0 million (H1 2023: £18.8 million). The business made a profit at an
adjusted EBITDA level of £7.1 million (H1 2023: £6.2 million). The Group's
cash position (including cash and cash equivalents) increased from £19.9
million as at 31 December 2023 to £21.5 million as at 30 June 2024. Cash
generated from operations during the period aggregated £6.0 million (H1 2023:
£5.1 million), of which £0.9 million (H1 2023: £1.1 million) was used in
discontinued operations.
As at 31 August 2024, the Company had £23.7 million in cash and no debt.
Subject to the passing of the Tender Offer Resolution by Shareholders at the
General Meeting, the Directors will give Qualifying Shareholders the
opportunity to tender their Ordinary Shares through the Tender Offer for cash.
Each Qualifying Shareholder will be entitled to sell up to approximately 6.2
per cent. of the Ordinary Shares registered in their name on the Register as
at the Tender Offer Record Date (the "Basic Entitlement"), rounded down to the
nearest whole number of Ordinary Shares under the Tender Offer.
The Tender Offer Resolution will give the Directors authority to distribute
£21 million to Shareholders through the Tender Offer at the Tender Price.
The Board has considered the various options for returning cash in excess of
the Company's foreseeable future investment needs to Shareholders. The Board
has determined that the Tender Offer would be the most appropriate method of
returning capital to Shareholders in a quick and efficient manner, taking into
account the relative costs, complexity and timeframes of the possible methods
available, as well as the likely tax treatment for and equality of treatment
of all Shareholders.
In particular, the Board considers the Tender Offer to be beneficial to
Shareholders as a whole, because:
(i) the Tender Offer is available to all Qualifying
Shareholders regardless of the size of their holding;
(ii) the Tender Price represents a premium of
approximately 21.2 per cent. to the mid-market closing price of an Ordinary
Share on the Latest Practicable Date being 66 pence;
(iii) the Tender Offer provides Qualifying Shareholders who
wish to reduce their holdings of Ordinary Shares with an opportunity to do so
at a market-driven price with a premium at the Latest Practicable Date;
(iv) the Tender Offer enables Ordinary Shares to be sold
free of commissions or charges that would otherwise be payable if Qualifying
Shareholders were to sell Ordinary Shares through their broker;
(v) the Tender Offer will reduce the number of Ordinary
Shares in issue, and, assuming earnings stay the same, should have a positive
impact on the Company's earnings per share as the Company intends to cancel
all but those first 10 million Ordinary Shares which are to be held in
treasury acquired in connection with the Tender Offer;
(vi) the Tender Offer provides Qualifying Shareholders with
the choice of whether or not they wish to tender all, part or none of their
respective Basic Entitlements and thus permits Shareholders who wish to retain
their current investment in the Company in Ordinary Shares to do so; and
(vii) the Tender Offer will allow the Company to broaden the
return of cash to include those Qualifying Shareholders whose Ordinary Shares
might not otherwise be purchased by the Company through a general on-market
buy back.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Singer Capital Markets,
as principal, acquiring the successfully tendered Ordinary Shares at the
Tender Price (with such acquisitions being market purchases in accordance with
the provisions of the Companies Act 2006 and the rules of the London Stock
Exchange and the FCA). Immediately following completion of the Tender Offer,
Singer Capital Markets shall sell such Ordinary Shares to the Company at the
Tender Price, pursuant to the Repurchase Agreement. These acquisitions by the
Company will also be market purchases in accordance with the provisions of the
Companies Act 2006 and the rules of the London Stock Exchange and the FCA. It
is expected that Qualifying Shareholders who successfully tender their
Ordinary Shares will receive payment for such Ordinary Shares by 31 October
2024. The Company intends to cancel any repurchased Ordinary Shares
immediately, except those first 10 million Ordinary Shares which are to be
held in treasury, and these will not rank for future dividends.
The Tender Offer will be open to all Shareholders on the Register on the
Tender Offer Record Date, save for those who are Shareholders subject to the
securities laws of a Restricted Jurisdiction. Qualifying Shareholders must
consider carefully all of the information contained in the Circular as well as
their personal circumstances when deciding whether to participate in the
Tender Offer.
Qualifying Shareholders may participate in the Tender Offer by tendering
either all or a proportion of their registered holdings of Ordinary Shares.
Each Qualifying Shareholder will be entitled to sell up to approximately 6.2
per cent. of the Ordinary Shares registered in their name on the Register as
at the Tender Offer Record Date (the "Basic Entitlement"), rounded down to the
nearest whole number of Ordinary Shares under the Tender Offer. The Tender
Offer will also present tendering Qualifying Shareholders with an opportunity
to sell an Individual Excess Tender to the extent that other Shareholders
tender less than their Basic Entitlement.
The Tender Offer is subject to, amongst other things,
the passing of the Tender Offer Resolution, and is also subject to the
conditions set out in the Repurchase Agreement and Part 4 of the Circular
being fulfilled. There is no guarantee that the Tender Offer will take place.
The Tender Offer will not proceed if any of the Conditions are not satisfied
or if it is withdrawn in accordance with its terms by the Company at any point
prior to the announcement of the results of the Tender Offer. The
non-fulfilment of the any of the Conditions would mean that the Tender Offer
could not be implemented and that the Company would have to bear the abortive
costs of making the Tender Offer.
To the extent that any Shareholders have tendered less than their Basic
Entitlement under the Tender Offer, Individual Excess Tenders will be accepted
in proportion to the Total Excess Tenders so that the total number of Ordinary
Shares purchased pursuant to the Tender Offer does not exceed 26,250,000. The
process by which Individual Excess Tenders will be scaled back, if necessary,
is described further in paragraph 2.17 of Part 4 of the Circular.
As at 23 September 2024, being the Latest Practicable Date before the
publication of the Circular, there were 424,045,460 Ordinary Shares in issue.
Should the maximum number of Ordinary Shares be validly tendered, up to
26,250,000 Ordinary Shares may be purchased under the Tender Offer for a
maximum aggregate consideration of £21 million. Following completion of the
Tender Offer, the Company's Issued Ordinary Share Capital will be reduced to
397,795,460 Ordinary Shares (with 10 million Ordinary Shares being held in
treasury), assuming the Tender Offer is taken up in full.
The Tender Price for Ordinary Shares tendered by Qualifying Shareholders under
the Tender Offer is 80 pence equivalent to a premium of 21.2 per cent to the
closing mid-market price of an Ordinary Share on the Latest Practicable Date;
and a premium of 21.9 per cent. to the volume weighted average price of 65.6
pence per Ordinary Share over the three months prior to the Latest Practicable
Date.
The Tender Offer will close at 1.00 p.m. on 15 October 2024 and tenders
received after that time will not be accepted (unless the Tender Offer is
extended).
Purchase of Ordinary Shares
Successfully tendered Ordinary Shares will be purchased from Qualifying
Shareholders by Singer Capital Markets, acting as principal, free of
commission and dealing charges.
Following the purchase of Ordinary Shares from Qualifying Shareholders by
Singer Capital Markets, acting as principal, such Ordinary Shares will be
repurchased by the Company from Singer Capital Markets, pursuant to the terms
of the Repurchase Agreement. Any Ordinary Shares repurchased by the Company
will be cancelled immediately, except those first 10 million Ordinary Shares
which the Company intends to hold in treasury. Any rights of Shareholders who
do not participate in the Tender Offer will be unaffected by the Tender Offer.
All Shareholders who tender Ordinary Shares will receive the Tender Price,
subject, where applicable, to the scaling-down arrangements described below
and set out in full in paragraph 2.17 of Part 4 of the Circular.
If more than 26,250,000 Ordinary Shares are validly tendered by Qualifying
Shareholders and the Tender Offer is oversubscribed, acceptances of validly
tendered Ordinary Shares will be scaled-down to determine the extent to which
individual tenders are accepted. Accordingly, where scaling-down applies,
beyond a Qualifying Shareholder's Basic Entitlement there is no guarantee that
all of the Ordinary Shares which are tendered by Qualifying Shareholders will
be accepted for purchase.
Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will take place. The Tender Offer
is conditional on, among other things, the passing of the Tender Offer
Resolution as set out in the Notice of General Meeting and on satisfaction of
the other conditions specified in Part 4 of the Circular.
The Tender Offer is also conditional on there not arising any material adverse
change or certain other force majeure events prior to the closing of the
Tender Offer. Further details of these conditions are set out in paragraph 2
of Part 4 of the Circular.
The Company has reserved the right at any time prior to the announcement of
the results of the Tender Offer, with the prior consent of Singer Capital
Markets, to extend the period during which the Tender Offer is open and/or
vary the aggregate value of the Tender Offer, based on market conditions
and/or other factors, subject to compliance with applicable legal and
regulatory requirements. The Company has also reserved the right, in certain
circumstances, to require Singer Capital Markets, not to proceed with the
Tender Offer. Any such decision will be announced by the Company through a
Regulatory Information Service.
Full terms and conditions of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which
it is made, are set out in Part 4 of the Circular. Some questions and answers
related to the Tender Offer are set out in Part 6 of the Circular.
2 Ongoing authority to buy back Ordinary Shares and
Result of Tender Offer
As set out in the expected timetable above and in Part 1 of the Circular, it
is expected that the result of the Tender Offer will be announced at 7.00 a.m.
on 17 October 2024, at which time the Tender Offer is expected to become
unconditional subject to the Tender Conditions described in paragraph 2 of
Part 4 of the Circular having been satisfied. Until such time as the Tender
Offer becomes unconditional, the Tender Offer will be subject to the Tender
Conditions described in paragraph 2 of Part 4 of the Circular. Settlement is
then expected to take place as set out in the timetable in Part 1 of the
Circular and as provided for in Part 4 of the Circular.
Should the number of Ordinary Shares validly tendered under the Tender Offer
be significantly less than the maximum permitted under the terms of the Tender
Offer, or where the Company decides not to proceed with the Tender Offer, and
subject to circumstances prevailing following completion of the Tender Offer,
the Board may consider alternative options to return surplus cash to
Shareholders including by means of market purchases through the London Stock
Exchange, or the distribution of dividends.
3 General Meeting to approve the Tender Offer
Resolution
In order to comply with applicable company law, the Tender Offer requires the
approval of Shareholders at a general meeting of the Company ("General
Meeting"). The Company is convening a General Meeting for 11.00 a.m. on 16
October 2024 to consider and, if thought fit, pass the Tender Offer Resolution
to authorise and to approve the terms under which the Tender Offer will be
effected.
The Board believes that it is in Shareholders' best interests to conduct this
General Meeting, and if approved, confirm the results of the Tender Offer as
soon as possible. The Tender Offer Resolution is being proposed as a special
resolution and must be passed by a majority of at least 75 per cent. of the
votes cast at the General Meeting. The Company will not purchase Ordinary
Shares pursuant to the Tender Offer unless the Tender Offer Resolution is duly
passed.
Shareholders will find enclosed with the Circular a Form of Proxy for use in
connection with the General Meeting. Whether or not you intend to tender any
of your Ordinary Shares under the Tender Offer you are requested to complete
and return the Form of Proxy as soon as possible and, in any event, so as to
be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA no later than 11.00 a.m. on 14 October 2024.
To appoint more than one proxy, additional Forms of Proxy may be obtained by
contacting the NIOX Group plc Shareholder Helpline on +44 (0) 371 384 2030
between 8.30am and 5.30pm (London time) from Monday to Friday (excluding
public holidays in England and Wales) or you may photocopy this form. Please
indicate in the box next to the proxy holder's name (see reverse) the number
of shares in relation to which they are authorised to act as your proxy.
Please also indicate by ticking the box provided if the proxy instruction is
one of multiple instructions being given. All forms must be signed and should
be returned together in the same envelope.
Alternatively, you may appoint a proxy or proxies electronically by using the
CREST electronic voting service or if you are an institutional investor via
the 'Proxymity' platform in accordance with the procedures set out in Part 8
of the Circular.
The completion and return of a Form of Proxy will not preclude Shareholders
from attending the General Meeting and voting in person should they wish to do
so. The Notice of General Meeting is set out in Part 8 of the Circular.
4 Tax
Shareholders should be aware that there will be tax considerations that they
should take into account when deciding whether or not to participate in the
Tender Offer. Summary details of certain UK taxation considerations are set
out in Part 5 of the Circular.
Qualifying Shareholders who are in any doubt as to their tax position or who
are subject to tax in a jurisdiction other than the UK are strongly
recommended to consult an appropriate professional adviser before tendering
their Ordinary Shares under the Tender Offer.
5 Overseas Shareholders
The attention of Shareholders who are not resident in the United Kingdom is
drawn to paragraph 6 of Part 4 of the Circular.
It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to complete and return a Tender Form.
6 Repurchase Agreement
The Tender Offer is to be effected by Singer Capital Markets (acting as
principal) purchasing Ordinary Shares from Shareholders, such purchases to be
market purchases in accordance with the provisions of the AIM Rules for
Companies and the rules of the London Stock Exchange.
Immediately following completion of the Tender Offer, Singer Capital Markets
shall sell such Ordinary Shares to the Company, at a price per Ordinary Share
equal to the Tender Price, pursuant to a repurchase agreement (the "Repurchase
Agreement"), details of which are set out in paragraph 7 of Part 7 of the
Circular. Successfully tendered Ordinary Shares will, once acquired by the
Company from Singer Capital Markets pursuant to the Repurchase Agreement
following the closing of the Tender Offer, be cancelled, subject to the
Company holding the first 10 million Ordinary Shares acquired from Singer
Capital Markets in treasury.
7 Intentions of the Directors relating to the Tender
Offer
Each Director who holds Ordinary Shares intends to:
(i) vote in favour of the Tender Offer Resolution; and
(ii) tender their respective Basic Entitlements under the
Tender Offer, being 207,875 Ordinary Shares in aggregate and representing
approximately 0.05 per cent. of the Issued Ordinary Share Capital as at the
date of this Announcement.
8 Actions to be taken
Before the General Meeting
Whether or not you intend to tender any of your Ordinary Shares under the
Tender Offer you are requested to complete and return the Form of Proxy in
accordance with the instructions printed thereon. Please complete the enclosed
Form of Proxy and return it to Equiniti, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA as soon as possible and, in any event, so as to be
received by no later than 11.00 a.m. on 14 October 2024.
To appoint more than one proxy, additional Forms of Proxy may be obtained by
contacting the NIOX Group plc Shareholder Helpline on +44 (0) 371 384 2030
between 8.30am and 5.30pm (London time) from Monday to Friday (excluding
public holidays in England and Wales) or you may photocopy this form. Please
indicate in the box next to the proxy holder's name (see reverse) the number
of shares in relation to which they are authorised to act as your proxy.
Please also indicate by ticking the box provided if the proxy instruction is
one of multiple instructions being given. All forms must be signed and should
be returned together in the same envelope.
Alternatively, you may appoint a proxy or proxies electronically by using the
CREST electronic voting service or if you are an institutional investor via
the 'Proxymity' platform in accordance with the procedures set out in Part 8
of the Circular.
If you wish to participate in the Tender Offer
If you hold your Ordinary Shares in certificated form and you wish to tender
some or all of your Ordinary Shares, you should complete the Tender Form in
accordance with the instructions printed on it and in Part 4 of the Circular
and return it by post in the accompanying reply-paid envelope (for use in the
UK only) to Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, together with your share certificate(s) in respect of
the Ordinary Shares tendered. Tender Forms and share certificate(s) and/or
other document(s) of title must be received by the Receiving Agent as soon as
possible but in any event by no later than 1.00 p.m. on 15 October 2024.
If you hold your Ordinary Shares in uncertificated form and you wish to tender
some or all of your Ordinary Shares, you should send a TTE Instruction and
follow the procedures set out in Part 4 of the Circular in respect of
tendering uncertificated Ordinary Shares.
Qualifying Shareholders who do not wish to sell any Shares under the Tender
Offer do not need to take any action, either in relation to the Tender Form or
the sending of a TTE Instruction.
Shareholders are reminded that the Tender Offer is not being made to certain
Overseas Shareholders.
If you have any questions about the procedure for tendering Ordinary Shares or
making a TTE Instruction, you require extra copies of the Circular or the
Tender Form or you want help filling in the Tender Form, please telephone the
Shareholder Helpline on +44 (0) 371 384 2050. Lines are open from 8.30 a.m. to
5.30 p.m. (London time) Monday to Friday (except public holidays in England
and Wales). Please note that calls to these numbers may be monitored or
recorded for security and training purposes.
Please note that for legal reasons the Shareholder Helpline will only be able
to provide information contained in the Circular and the accompanying Tender
Form and will be unable to give advice on the merits of the Tender Offer or to
provide financial, investment or taxation advice.
You are advised to read all of the information contained in the Circular
before deciding on the course of action you will take in respect of the
General Meeting and the Tender Offer.
The results of the General Meeting will be announced through a Regulatory
Information Service and the Company's website as soon as possible once known.
It is expected that this will be on 16 October 2024.
Notification of interests
Under the DTRs, certain Shareholders are required to notify the Company of
their interests in Ordinary Shares. Following the Company's purchase of
Ordinary Shares from Singer Capital Markets pursuant to the terms of the
Repurchase Agreement, and regardless of whether a Shareholder tenders any or
all of their Ordinary Shares pursuant to the terms of the Tender Offer, the
number of Ordinary Shares in which a Shareholder is interested when taken as a
percentage of the Company's aggregate Issued Ordinary Share Capital as a whole
may change, which may give rise to an obligation under the DTRs on the part of
such Shareholder to notify the Company of their interest in Ordinary Shares
within two days of becoming aware of such change. If you are in doubt as to
whether you should notify the Company, or as to the form of that notification,
please consult your professional adviser.
9 Recommendations
The Board considers that the Tender Offer is in the best interests of
Shareholders as a whole. Accordingly, the Board recommends that Shareholders
vote in favour of the Tender Offer Resolution, as they intend to do in respect
of their own holdings of Ordinary Shares representing, in aggregate,
approximately 0.05 per cent. of the Issued Ordinary Share Capital of the
Company as at the Latest Practicable Date.
The Board is making no recommendation to individual Shareholders in relation
to participation in the Tender Offer. 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 an appropriately authorised independent adviser in
determining whether or not to participate in the Tender Offer and to the
extent of such participation.
IMPORTANT NOTICES
Forward looking statements
This Announcement contains indications of likely future developments and other
forward-looking statements that are subject to risk factors associated with,
among other things, the economic and business circumstances occurring from
time to time in the countries, sector and business segments in which the Group
operates. These factors include, but are not limited to, those discussed in
Part 3 of the Circular. These and other factors could adversely affect the
Company's and/or Group's results, strategy and prospects. Forward-looking
statements involve risks, uncertainties and assumptions. They relate to events
and/or depend on circumstances in the future which could cause actual results
and outcomes to differ materially from those currently anticipated. No
obligation or duty is assumed (except as required by the AIM Rules, the DTRs,
the rules of the London Stock Exchange and by law) to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
No person has been authorised to give any information or make any
representations other than those contained in this Announcement and, if given
or made, such information or representations must not be relied on as having
been so authorised. The release of this Announcement shall not, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date of the Announcement or that the
information in it is correct as of any subsequent time. The contents of the
website of the Company, and any website directly or indirectly linked to that
website, do not form part of this Announcement and should not be relied
upon.
Overseas shareholders
The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Persons who are not resident in the United Kingdom
should read the paragraph headed "Overseas Shareholders" set out in paragraph
6 of Part 4 of the Circular and should inform themselves about, and observe,
any applicable legal or regulatory requirements.
Further Information
Any decision to participate in the Tender Offer should only be made on the
basis of an independent review by a Qualifying Shareholder of the Company's
publicly available information. 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.
The Tender Offer will be made solely through the Circular and the accompanying
Form of Proxy and Tender Form, which contain the full terms and conditions of
the Tender Offer, including details of how to vote in respect of the Tender
Offer Resolution. Any approval, decision or other response to the Tender Offer
should be made only on the basis of the information in the Circular.
Qualifying Shareholders are strongly advised to read the formal documentation
in relation to the Tender Offer.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
release of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date. The statements in this Announcement are not to be construed as
legal, business, financial or tax advice.
General
Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is
authorised and regulated by the Financial Conduct Authority, is acting
exclusively for the Company and no-one else as financial adviser and broker in
connection with the Tender Offer and Singer Capital Markets, its affiliates
and its and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be responsible to
any person other than the Company for providing the protections afforded to
their clients, or for providing advice in relation to the Tender Offer or any
other matters or arrangements referred to or contained in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on Singer Capital Markets by FSMA or the regulatory regime established
thereunder, Singer Capital Markets does not accept any responsibility or
liability whatsoever nor make any representation or warranty, express or
implied, concerning the contents of this Announcement, including its accuracy,
completeness or verification, or for any other statement made or purported to
be made by it, or on its behalf, in connection with the Tender Offer, this
Announcement or the Circular. Each of Singer Capital Markets, its affiliates
and their respective directors, officers, employees and agents accordingly
disclaims all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise
have in respect of this Announcement or any such statement.
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