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RNS Number : 9230Q Northern Bear Plc 23 October 2023
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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
23 October 2023
Northern Bear plc
("Northern Bear", the "Company" or, together with its subsidiaries, the
"Group")
Proposed return of capital of up to £3.1 million by way of Tender Offer for
up to 5,000,000 Ordinary Shares at a fixed price of 62 pence per Ordinary
Share
Notice of General Meeting
Trading Update
Northern Bear (LSE:NTBR), the AIM quoted holding company of the group of
companies providing specialist building and support services headquartered
in Northern England and serving customers across the UK, is pleased to
announce a proposed return of capital of up to £3.1 million by way of a
Tender Offer for up to 5,000,000 Ordinary Shares at a fixed price of 62 pence
per Ordinary Share (the "Tender Offer"), pursuant to which Shareholders are
invited to tender some or all of their Ordinary Shares for purchase by the
Company. The maximum number of Ordinary Shares that could be purchased under
the Tender Offer will be 5,000,000, which is equivalent to 26.7 per cent. of
the Current Issued Ordinary Shares as at the Record Date and at a price of 62
pence per Share (the "Tender Price").
The Tender Price of 62 pence per Ordinary Share represents:
• a premium of 39.3 per cent. to the closing price of 44.5 pence per
Ordinary Share on the Latest Practicable Date; and
• a premium of 26.0 per cent. to the volume weighted average price
per Ordinary Share over one month prior to the Latest Practicable Date.
The Company expects to post a circular (the "Circular") to Shareholders today
explaining details of the Tender Offer and including a Notice of General
Meeting detailing a proposed ordinary resolution authorising the Company to
repurchase up to 5,000,000 Ordinary Shares (the "Resolution"). The Resolution
shall be proposed at the General Meeting which will be convened at 10:00 a.m.
on 15 November 2023.
A copy of the Circular will be published on the Company's website at
www.northernbearplc.com (http://www.northernbearplc.com) later today and will
be posted to shareholders. A Tender Form for use by Shareholders who hold
their Ordinary Shares in Certificated Form in connection with the Tender Offer
is also being sent together with the Circular.
RECOMMENDATION
As Shareholders are aware, the Board has undertaken a review of strategic
options for the Company and its approach to capital allocation.
The Board has also undertaken a more proactive approach to investor relations,
including the appointment of Hybridan as corporate broker to the Company,
which has resulted in Hybridan initiating research coverage and earnings
forecasts.
As part of this strategic review, the Board explored potential exit options
for all Shareholders, including Jeff Baryshnik, as the Company's largest
shareholder. Having concluded this strategy review, as announced on 5 April
2023, the Company's Executive Directors, Keith Soulsby and Thomas Hayes,
subsequently proposed that the Company undertake the Tender Offer primarily as
an accretive event for Shareholders and secondarily as a means of shareholders
who wish to sell their investments, including Jeff Baryshnik, exiting their
investments in an orderly manner, while still ensuring the Company could
secure sufficient funding to pursue its growth strategy.
The Board considers the Tender Offer, the resultant repurchases of Ordinary
Shares into treasury, and, therefore, the passing of the Tender Offer
Resolution to be in the best interests of the Company and Shareholders as a
whole; and therefore, unanimously recommends that Shareholders vote in favour
of the Tender Offer Resolution.
The Board does not however make any recommendation to Shareholders as to
whether or not to tender any or all or their Ordinary Shares pursuant to the
Tender Offer. Such a decision is reserved solely for individual Qualifying
Shareholders and any such Shareholders who are in any doubt as to whether or
not to tender some or all of their Ordinary Shares should take their own
independent financial advice from their stockbroker, bank manager, solicitor,
accountant or other appropriate independent financial adviser duly authorised
under FSMA if they are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
RATIONALE
The Board believes that the Tender Offer outlined above is in the Company and
Shareholders' best interests for the following reasons:
· The Tender Offer is expected to be accretive to earnings per share
from completion of the Tender Offer and for the financial year commencing 1
April 2024 onwards.
· The Tender Offer would enhance the Company's capital structure. The
Company would fund the Tender Offer using its existing cash resources and an
increase of £1.0 million to its existing debt facilities of £4.5 million
from its bank, Clydesdale Bank plc (trading as Virgin Money), with modest
leverage required in relation to historical profit levels. The Group
currently has no bank debt and had a net cash position at the last financial
year end of £3.2 million, although the year-end position is ordinarily the
high point of the financial year and there are significant movements in net
cash on a week-to-week basis. The average month-end balance since 1 April
2023 was £1.3 million net cash and the low point during the same period was
£0.6 million net debt.
· The Tender Offer would create an exit strategy for Shareholders who
wish to sell their investments, including Jeff Baryshnik.
· The Tender Offer would remove the prolonged uncertainty that an
overhang of shares would create, should any significant Shareholders wish to
sell their holdings through the market.
· The Tender Offer is offered at a premium to the current share price
and at a discount to the 52-week high price of sixty-four pence (£0.64) per
Ordinary Share reached during August 2023.
· The Tender Offer is open to all Shareholders (but will not be taken
up by those Directors, PDMRs and/or major Shareholders who have signed
irrevocable undertakings not to tender their holdings of Ordinary Shares
pursuant to the Tender Offer, as detailed below), on an equal basis, with
approval being granted at a Company General Meeting, giving Shareholders the
ability to vote on the proposal and to participate in the Tender Offer.
DIRECTOR AND SUBSTANTIAL SHAREHOLDER INTENTIONS
Jeff Baryshnik (the Company's Non-Executive Chairman) and Cedarvale Holdings
Ltd., a company owned by Jeff Baryshnik, have signed an irrevocable
undertaking to vote in favour of the Tender Offer Resolution to be proposed at
the General Meeting and to tender their combined shareholding of, in
aggregate, 4,736,717 Ordinary Shares in the Tender Offer.
The Company's other Board members and PDMRs holding Ordinary Shares, being
Steven Mark Roberts (who was previously a director of the Company and remains
a director of its subsidiaries) Thomas Edward Hayes (Finance Director),
Keith Soulsby (Operations Director), and the Company's second largest
shareholder, Nicholas Beaumont-Dark, have signed irrevocable undertakings to
vote in favour of the Tender Offer Resolution and to NOT participate in the
Tender Offer on the basis that it is accretive to Shareholders. They wish to
retain their holdings and believe that there is greater long-term value in the
Company than represented by the Tender Price.
The non-participating irrevocable undertakings apply to the following
holdings:
Shareholder Number of Ordinary Shares
Steven Mark Roberts 813,300
Thomas Edward Hayes 80,000
Keith Soulsby 557,820
Nicholas Beaumont-Dark 3,253,500
Total: 4,704,620
EFFECT OF IRREVOCABLES NOT TO ACCEPT THE TENDER OFFER
After deducting the irrevocables detailed above the maximum number of shares
that can be tendered by qualifying Shareholders is 14,020,656.
Therefore, Shareholders will be able to tender a minimum of 35.6% of their
holdings if they so wish.
The Company and registrars will endeavour to not leave tendering Shareholders
with an uneconomic small shareholding.
BOARD CHANGES
On conclusion of the General Meeting, assuming the Tender Offer Resolution is
passed, Jeff Baryshnik will retire from his role as Chairman and as a Board
Director of the Company and its subsidiaries. At such time, Harry Samuel, one
of the Company's current Non-Executive Directors, would take the position of
Interim Non-Executive Chairman until the Board has identified and appointed a
permanent successor.
UPDATE ON TRADING
The Company last provided a trading update on 12 September 2023 in advance of
its Annual General Meeting. It stated that the Group had continued to trade in
line with management's expectations since publication of the preliminary
results on 17 July 2023 and that trading in the new financial year from 1
April to 31 July was ahead of strong prior year results for the same period.
It also stated that site activity levels remain high despite the ongoing
economic challenges and their related impact on the construction industry.
The Board is pleased to reiterate this update and to state that trading in the
period from 1 April 2023 to 31 August 2023 has been ahead of strong prior year
results. The Board intends to provide a further trading update, including
commentary on the expected financial performance for the six-month period to
30 September 2023, in the week commencing 30 October 2023 in order to allow
Shareholders to make decisions based on the expected half-year results.
The Group's interim financials for the 6-month period to 30 September 2023 are
expected to be released in late November 2023, at which point the Board will
provide further guidance on expected full year results. The Board continues to
monitor ongoing uncertainties in the macroeconomic climate in which the
Company operates, including the challenges of attracting and retaining high
quality employees in the construction industry as has been noted in previous
trading updates.
The Board has arranged for Link Group (the Company's registrar), acting as
agent on the Company's behalf, to undertake and conduct the Tender Offer for
up to 26.7 per cent. of the Current Issued Ordinary Shares at the Tender Price
(being 62 pence per Ordinary Share). Link Group, will, subject to completion
of the Tender Offer and in accordance with its terms, arrange for the payment
of the Tender Price in cash to successful tendering Shareholders in accordance
with the terms of the Tender Offer (as set out in Part 4 of the Circular -
Details of the Tender Offer).
Further details on the Tender Offer and the rationale are set out below.
For further information, please contact:
Northern Bear PLC +44 (0) 166 182 0369
Jeff Baryshnik - Non-Executive Chairman
Tom Hayes - Finance Director
Strand Hanson Limited (Nominated Adviser) +44 (0) 20 7409 3494
James Harris
James Bellman
+44 (0) 20 3764 2341
Hybridan LLP (Nominated Broker)
Clarie Louise Noyce
Expected timetable of principal events with respect to the Tender Offer
Action Date
Announcement and open of the Tender Offer and issue of the Circular 23 October 2023
Latest time and date of receipt of Forms of Proxy for the General Meeting 10:00 a.m. on 13 November 2023
General Meeting 15 November 2023
Announcement of results of General Meeting 15 November 2023
Latest time and date for receipt of Tender Forms and share certificates or 1:00 p.m. on 22 November 2023
other documents of title for tendered Certificated Ordinary Shares (i.e. close
of the Tender Offer)
Latest time and date for settlement of TTE Instructions for tendered 1:00 p.m. 22 November 2023
Uncertificated Ordinary Shares (i.e. close of the Tender Offer)
Record Date for the Tender Offer 6:00 p.m. on 22 November 2023
Announcement of the results of the Tender Offer 29 November 2023
Settlement Date for the Tender Offer and purchase of Ordinary Shares under the 8 December 2023
Tender Offer
CREST accounts credited for revised Uncertificated shareholdings of Ordinary 8 December 2023
Shares (in the case of unsuccessful tenders for entire holdings of Ordinary
Shares)
CREST accounts credited in respect of Tender Offer proceeds for Uncertificated 8 December 2023
Ordinary Shares
Cheques despatched in respect of Tender Offer proceeds for Certificated 8 December 2023
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of 8 December 2023
Certificated Ordinary Shares
Despatch of balance share certificates in respect of unsold Ordinary Shares in 8 December 2023
Certificated Form
FURTHER INFORMATION REGARDING THE TENDER OFFER
Details of the Tender Offer
The Tender Offer is conditional upon the Tender Conditions (detailed in
paragraph 2.1 of Part 4 (Details of the Tender Offer) of the Circular) being
satisfied; and, subject to satisfaction of the same, the Tender Offer enables
Qualifying Shareholders who wish to realise some of their investment in
Ordinary Shares to elect to do so (subject to the overall limits applicable to
the Tender Offer). The Tender Offer is being made for up to 26.7 per cent. of
the Company's Current Issued Ordinary Shares, and each Qualifying Shareholder
is entitled to tender their entire holding of Ordinary Shares (or a proportion
thereof) if they so choose. There is no obligation on a Qualifying Shareholder
to tender any of their shares.
The maximum number of Ordinary Shares to be acquired under the Tender Offer is
5,000,000 Ordinary Shares, representing 26.7 per cent. of the Ordinary Shares
in issue as at the Latest Practicable Date. If Qualifying Shareholders tender
shares in excess of this Tender Cap, Link Group, in consultation with the
Company will allocate the tendered shares between the tendering Shareholders
in accordance with paragraph 5 of Part 4 (Details of the Tender Offer) of the
Circular; and the Company shall only be obliged to purchase from those
tendering Shareholders such number of tendered shares as Link Group have
allocated.
Whilst the Tender Offer is conditional upon the Tender Offer Conditions being
satisfied, it is not conditional on the Ordinary Shares trading at a discount
to the Tender Price as at the Tender Deadline Date (i.e. in the event that
Ordinary Shares are trading at a premium to the Tender Price as at the Tender
Deadline Date, Qualifying Shareholders who tender Ordinary Shares may receive
less than they could otherwise be able to realise in the market).
Ordinary Shares which are tendered for acceptance under the Tender Offer may
not be sold, transferred, charged or otherwise disposed of, and elections to
tender Ordinary Shares are irrevocable.
The Tender Offer will only be open to Qualifying Shareholders whose names
appear on the Register at the Record Date and only in respect of the Ordinary
Shares continually held from that date until completion of the Tender Offer.
The Tender Offer is subject to certain conditions set out in paragraph 2.1 of
Part 4 (Details of the Tender Offer) of the Circular. In addition, the Tender
Offer may be suspended or terminated in limited circumstances, as set out in
paragraph 2.20 of Part 4 (Details of the Tender Offer) of the Circular.
There is no guarantee that any or all Ordinary Shares tendered will be
repurchased by the Company.
Available courses of action for Qualifying Shareholders
1. Tender none of their Ordinary Shares
2. Apply to tender all of their Ordinary Shares
3. Apply to tender a proportion only of their Ordinary Shares
Restricted Shareholders and other Overseas Shareholders
The Tender Offer is not being made to those Shareholders who are resident in,
or citizens of, a Restricted Jurisdiction. In particular the Tender Offer is
not being made, directly or indirectly, in or into or by the use of mails by
any means or instrumentality (including, facsimile transmission, internet,
telex and telephone) of interstate or foreign commerce, or any facility of a
national securities exchange, of the United States, nor is it being made,
directly or indirectly, in or into the United States, Canada, Australia, New
Zealand, the Republic of South Africa or Japan and the Tender Offer cannot be
accepted by any such use means, instrumentality or facility from within the
United States, Canada, Australia, New Zealand, the Republic of South Africa or
Japan.
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 participate in the Tender Offer.
Costs and expenses of the proposals
The costs and expenses relating to the Tender Offer will be borne by the
Company. The fixed costs and expenses relating to the Tender Offer up to the
Tender Deadline Date and assuming that the Tender Offer is taken up in full,
are not expected to exceed an aggregate of approximately £400,000 (inclusive
of VAT but excluding fees calculated as a product of the total number of
Ordinary Shares repurchased).
Taxation
Qualifying Shareholders who sell their Ordinary Shares in the Tender Offer
may, depending on their individual circumstances, incur a liability to
taxation. Qualifying Shareholders who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the United
Kingdom should consult an appropriate professional adviser.
Tender Offer Resolution
In summary, the Tender Offer Resolution seeks the Shareholders authority to
the Company to purchase up to 5,000,000 Ordinary Shares at the Tender Price
pursuant to the Tender Offer. The Tender Offer Resolution is proposed as an
ordinary resolution and thus requires in excess of fifty per cent. of the
votes cast at the General Meeting to be in favour of it in order for it to be
passed.
The Company will only implement the Tender Offer if the Tender Offer
Resolution is passed at the General Meeting.
ACTION TO BE TAKEN
General Meeting
Shareholders are asked to complete and return the Form of Proxy in accordance
with the instructions printed thereon so as to be received as soon as possible
and, in any event, by no later than 10:00 a.m. on 13 November 2023.
If the Board believes it has become necessary or appropriate to make
alternative arrangements for the holding of the General Meeting, it will
ensure that Shareholders are given as much notice as possible. Any further
information will be made available by an announcement through an RIS and
through the Company's website.
Shareholders are requested to complete and return a Form of Proxy in
accordance with the instructions thereon.
Tender Offer
Shareholders are not obliged to tender any Ordinary Shares and, if they do not
wish to participate in the Tender Offer, they should not complete or return
their Tender Form or submit a TTE Instruction in CREST.
Procedure for tendering Ordinary Shares
Certificated Qualifying Shareholders - Shareholders, other than Restricted
Shareholders, who hold shares in Certificate Form and wish to tender any of
those Certificated Ordinary Shares should complete the Tender Form in
accordance with the instructions set out therein and return the completed
Tender Form using the enclosed reply-paid envelope to the Receiving Agent
Link Group, Corporate Actions, Central Square, 29 Wellington Street,
Leeds LS1 4DL, so as to arrive as soon as possible and, in any event, by no
later than 1:00 p.m. on the Tender Deadline Date. Share certificate(s) and/or
other document(s) of title in respect of the Ordinary Shares tendered should
be sent with the Tender Form.
Uncertificated Qualifying Shareholders - Shareholders, other than the
Restricted Shareholders, holding Ordinary Shares in Uncertificated Form who
wish to tender any of those Uncertificated Ordinary Shares should transmit the
appropriate TTE Instruction in CREST as set out in paragraph 3.3 of Part 4
(Details of the Tender Offer) of the Circular so as to be received as soon as
possible and, in any event, by no later than 1:00 p.m. on the Tender Deadline
Date.
Qualifying Shareholders should note that, once tendered, Ordinary Shares may
not be sold, transferred, charged or otherwise disposed of other than in
accordance with the terms of the Tender Offer.
Tender Forms or TTE Instructions which are received by the Receiving Agent
after 1:00 p.m. on the Tender Deadline Date or which at that time are
incorrectly completed or not accompanied by all relevant certificates,
documents or instructions may be rejected and returned to the relevant
Shareholders or their appointed agents, together with any accompanying share
certificate(s) and/or other document(s) of title.
Link Group reserves the right to treat as valid Tender Forms or TTE
Instructions which are not entirely in order and which are not accompanied (in
the case of Ordinary Shares held in certificated form) by the relevant share
certificate(s) and/or other document(s) of title or a satisfactory indemnity
in lieu thereof.
Full details of the procedure for tendering Ordinary Shares are set out in
Part 4 (Details of the Tender Offer) of the Circular and, in the case of
Ordinary Shares held in Certificated Form only, on the Tender Form.
If you do not wish to tender any of your Ordinary Shares, you should not
complete and return a Tender Form or submit a TTE Instruction in respect of
the Tender Offer.
RELATED PARTY TRANSACTION
As outlined above, Jeff Baryshnik (Non-Executive Chairman of the Company) and
Cedarvale Holdings Ltd hold, in aggregate, 4,736,717 Ordinary Shares,
representing approximately 25.3 per cent. of the Company's total voting
rights. The irrevocable undertaking provided by Jeff Baryshnik and Cedarvale
Holdings Ltd to tender their combined shareholding of, in aggregate, 4,736,717
Ordinary Shares in the Tender Offer is deemed to constitute a related party
transaction under Rule 13 of the AIM Rules for Companies. The independent
Directors in respect of such arrangement, being all Directors excluding Jeff
Baryshnik, having consulted with Strand Hanson (in its capacity as the
Company's Nominated Adviser), consider that the terms of Mr Baryshnik and
Cedarvale Holdings Ltd's participation in the Tender Offer are fair and
reasonable insofar as Shareholders are concerned.
TAKEOVER CODE
Rule 9 of the Takeover Code ("Rule 9") applies to any person who acquires an
interest in shares which, when taken together with shares 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. Any such
person is required to make a general offer to all Shareholders of that company
to acquire their shares in cash at not less than the highest price paid by
such person, or by any person acting in concert with him, for any interest in
shares within the 12 months prior to the offer. Such an offer under Rule 9
must also be made where any person who, together with persons acting in
concert with him, holds not less than 30 per cent. but not more than 50 per
cent. of the voting rights in the Company and such person, or any person
acting in concert with him, acquires an interest in any other shares which
increase the percentage of shares carrying voting rights in which he is
interested.
When a company purchases its own voting shares, any resulting increase in the
percentage of voting rights held by a Shareholder, or group of shareholders
acting in concert, will be treated as an acquisition for the purposes of Rule
9.
The Board has carefully considered the Company's share register and potential
Shareholder groupings that may be considered to be acting in concert and,
based on the information available and due consultation with the Panel, does
not believe that any individual Shareholder (and any persons with whom they
are acting in concert) holds (or would hold, on completion of the Tender
Offer) 30 per cent. or more of the voting rights as a result of the Tender
Offer.
However, Shareholders (including any persons with whom they are considered to
be acting in concert) with significant holdings that do not tender their
existing holdings under the Tender Offer, should be aware that their
proportionate voting rights will increase following implementation of the
Tender Offer and should therefore have regard to their potential resultant
maximum voting rights, following implementation of the Tender Offer in full
and any potential consequential obligations under Rule 9 of the Takeover Code.
Such significant Shareholders should also be cognisant of thresholds under
Rule 9 in respect of their own holding and anyone acting in concert with them
when considering any additional acquisitions of Ordinary Shares.
CONCLUSION
The Board believes that the Tender Offer is the best way to enhance the
Company's capital structure and achieve an immediate return of capital to
Shareholders, something which the Board strongly and unanimously believes is
in the best interests of the Company and its Shareholders as a whole (a view
which is separately supported by the Independent Directors unanimously).
Accordingly, the Board unanimously recommends that Shareholders vote, or
procure the vote, in favour of the Tender Offer Resolution to be proposed at
the General Meeting. The Directors intend to vote in favour of the Tender
Offer Resolution in respect of their holdings of Ordinary Shares amounting to
5,274,537 Ordinary Shares, in aggregate (representing approximately 28.7 per
cent. of the Current Issued Ordinary Shares).
However, the Board is not making any recommendation to Shareholders as to
whether tendering Ordinary Shares under the Tender Offer is in their own
individual best interests.
Whether or not Qualifying Shareholders decide to accept the Tender Offer in
respect of any or all of their Ordinary Shares is a decision solely for those
individual Qualifying Shareholders.
Whether or not Shareholders decide to tender their Ordinary Shares will
depend, amongst other factors, on their view of the Circular and their own
individual circumstances, including their own financial and tax positions and
investment objectives. Qualifying Shareholders are advised to take independent
advice in relation to the tax implications for them of selling Ordinary Shares
pursuant to the Tender Offer.
The Directors (other than Jeff Baryshnik) will not tender any of their own
Ordinary Shares. Jeff Baryshnik and Cedarvale Holdings Ltd, a company owned
and controlled by Jeff Baryshnik (for which he acts as a representative on the
Board), have irrevocably undertaken to accept the Tender Offer in respect of
their entire combined holdings of Ordinary Shares and to vote in favour of the
Tender Offer Resolution.
The Board reserves the right not to proceed with the Tender Offer (and the
resultant repurchases of Ordinary Shares) if it concludes, at any time prior
to the announcement of the results of the Tender Offer and/or the Settlement
Date, that the implementation of the Tender Offer (and the associated
repurchases of Ordinary Shares) is or are no longer in the interests of the
Company and the Shareholders as a whole and/or the Company is no longer in a
position to carry out those repurchases in accordance with the requirements of
the CA 2006.
DEFINITIONS
In this announcement, the following definitions apply unless the context
requires otherwise:
AIM means the market of that name (and formerly known as the Alternative
Investment Market) which is operated by the London Stock Exchange.
AIM Rules means the AIM Rules for Companies published by the London Stock Exchange (as
amended, restated or replaced from time to time).
Articles means the Company's articles of association (as in force for the time being).
Board or Directors means the Company's board of directors for the time being (and/or, as the
context requires, any individual director or committee of the directors to
whom the Board has delegated any of its functions in accordance with the
Articles).
Broker or Hybridan means Hybridan LLP (as corporate broker to the Company).
Business Day means any day (other than a Saturday, Sunday or public holiday in England) on
which banks in the City of London are generally open for transaction business.
CA 2006 means the Companies Act 2006.
Certificated means, in respect of any Ordinary Shares, that they are recorded in the
Register as not being in Uncertificated Form (and reference to in Certificated
Form or similar expression shall be construed accordingly).
Circular means the Circular (including, all of its sections, parts and annexures).
Company or Northern Bear means Northern Bear plc (incorporated and registered in England and Wales with
company number 05780581).
CREST means 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 means 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 means a person who has been admitted
by Euroclear as a system-member (as defined in the CREST
Regulations).
CREST Participant means a person who is, in relation to CREST, a system-participant (as
defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755).
CREST Rules means 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 means a CREST Participant admitted to CREST as a CREST sponsor being a
sponsoring system-participant (as defined in the CREST Regulations).
CREST Sponsored Member means a CREST Member admitted to CREST as a sponsored member.
CREST UK System means the facilities and procedures of the relevant systems of which
Euroclear is the approved operator pursuant to the CREST
Regulations.
Current Issued Ordinary Shares means the Issued Share Capital as at the Latest Practicable Date, being
18,725,276 Ordinary Shares (excluding the 292,040 Ordinary Shares held in
treasury).
Euroclear means Euroclear UK & International Limited.
Existing Buyback Authority the existing general authority to purchase up to 936,263 Ordinary Shares
(representing 5 per cent of the Current Issued Ordinary Shares) granted to the
Company by the Shareholders by a special resolution passed at the annual
general meeting of the Company held on 12 September 2023.
FCA means the Financial Conduct Authority of the UK.
Form of Proxy means the form of proxy relating to the General Meeting which accompanies the
Circular.
FSMA means the Financial Services and Markets Act 2000.
General Meeting means the general meeting of the Company to be held at the Company's
registered office, A1 Grainger, Prestwick Park Prestwick, Newcastle Upon Tyne,
NE20 9SJ at 10:00 a.m. on 15 November 2023 (and includes any adjournment of
it).
Group means the Company and each of its subsidiary undertakings.
Independent Directors means the Directors excluding:
(a) Jeff Matthew Baryshnik;
(b) Thomas Edward Hayes; and
(c) Keith Soulsby
(Jeff Matthew Baryshnik, Thomas Edwards Hayes and Keith Soulsby, being
Directors and Shareholders who have provided irrevocable undertakings in
respect of their participation in the Tender Offer).
Issued Share Capital means the Company's issued ordinary share capital from time to time (excluding
any treasury shares).
ITA 2007 means the Income Tax Act 2007.
Latest Practicable Date means 20 October 2023, being the latest practicable date prior to the
publication of the Circular.
London Stock Exchange means London Stock Exchange plc.
Member Account ID means the identification code or number attached
to any member account in CREST.
Nomad or Strand Hanson means Strand Hanson Limited (as Nominated Adviser to the Company).
Notice of General Meeting the notice of the General Meeting forming part of, and appended to, the
Circular (and includes any notice of any adjournment of that meeting).
Ordinary Shares means ordinary shares of £0.01 each in the capital of the Company.
Overseas Shareholders means Shareholders who are citizens or nationals of, or resident in,
jurisdictions outside the United Kingdom
Participant ID means the identification code or membership number used in CREST to identify a
particular CREST Member or other CREST Participant.
PDMR means any person discharging managerial responsibilities within the Company
and/or its Group for the purposes of UK MAR.
Qualifying Ordinary Shares means, in respect of a Qualifying Shareholder, all those Ordinary Shares held
by them at the Record Date.
Qualifying Shareholders means the Shareholders who are entitled to participate in the Tender Offer,
being those such persons who are on the Register on the Record Date and who
are not subject to the securities laws of a Restricted Jurisdiction.
Receiving Agent or Registrar or Link Group means Link Market Services Limited.
Record Date means 6:00 p.m. on the Tender Deadline Date.
Register means the Company's register of members.
Restricted Jurisdictions means each and any of Australia, Canada, Japan, New Zealand, the USA,
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, legislation or other regulations.
RIS means a Regulatory Information Service for the purposes of FSMA.
Sanctions has the meaning given in paragraph 2.17 of Part 4 (Details of the Tender
Offer) of the Circular.
Settlement Date means the date notified by the Receiving Agent to the Company and the relevant
tendering Qualifying Shareholders by which: (i) the tendered Ordinary Shares
under the Tender Offer shall be purchased by the Company; and (ii) the
consideration for Ordinary Shares tendered under the Tender Offer will be
settled and discharged by payment to the Receiving Agent as nominee for those
tendering Qualifying Shareholder in accordance with paragraph 6 of Part 4
(Details of the Tender Offer) of the Circular, which date must be not less
than five (5) Business Days following the date on which the results of the
Tender Offer are announced via an RIS.
Share Plans means the share option plans established by the Company (or a member of its
Group) for the benefit of its officers and/or employees prior to or on the
Latest Practicable Date and which remain outstanding and in force at that
date.
Shareholders means those persons who are holders or Ordinary Shares.
Tender Cap means 5,000,000 (five million) Ordinary Shares.
Takeover Code means the City Code on Takeovers and Mergers (as amended, restated or replaced
from time to time).
Tender Conditions means has the meaning given in paragraph 2.1 of Part 4 (Details of the Tender
Offer) of the Circular.
Tender Deadline Date means 22 November 2023 (or such later date as the Company or the Receiving
Agent (acting with the Company's consent) may notify as being the date on
which the Tender Offer closes through an announcement via an RIS and/or the
Company's website).
Tender Form means the tender form which accompanies the Circular and is for use by those
Qualifying Shareholders who wish to tender all or some of their Ordinary
Shares and who hold those Ordinary Shares in Certificated Form.
Tender Offer means the invitation by the Company (acting via its agent, the Receiving
Agent) to Qualifying Shareholders to tender their Ordinary Shares for purchase
by the Company (acting via is agent, the Receiving Agent) on and subject to
the terms and conditions set out in the Circular and, in the case of
Certificated Ordinary Shares only, the Tender Form.
Tender Offer Resolution means the ordinary resolution to be proposed at the General Meeting to
implement the Tender Offer by authorising the proposed purchase by the Company
of Ordinary Shares pursuant to it (in the form set out in the Notice of
General Meeting).
Tender Price means 62 pence (£0.62) per Ordinary Share.
TFE Instruction means a transfer from escrow instruction (as defined in the CREST Manual).
TTE Instruction means a transfer to escrow instruction (as defined in the CREST Manual).
UK MAR means the retained EU law version of the Market Abuse Regulation (596/2014)
(MAR) that has applied in the UK from the end of the Brexit transition period
(that is, 11:00 pm on 31 December 2020).
Uncertificated Form means, in respect of any Ordinary Shares, that they are recorded on the
Register as being held in CREST in uncertificated form such that the title to
them is capable of being transferred by means of CREST under the CREST
Regulations (and reference to in Uncertificated Form or similar expression
shall be construed accordingly).
United Kingdom or UK means the United Kingdom or Great Britain and Northern Ireland.
United States or USA means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction.
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, legislation or
regulation and therefore any person who is subject to the laws of any
jurisdiction other than the UK should inform and satisfy themselves about, and
observe and comply with, any of those restrictions. Any failure to comply with
any of those restrictions might constitute a violation of the relevant laws,
legislation 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 cashflow 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.
Hybridan LLP ("Hybridan"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Northern Bear and no one else in
connection with the proposed Tender Offer and will not be responsible to
anyone other than Northern Bear for providing the protections afforded to
clients of Hybridan nor for providing advice in relation to the proposed
Tender Offer or any other matter referred to herein. Neither Hybridan 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
Hybridan in connection with the proposed Tender Offer or any matter referred
to herein.
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