REG - Northern Bear Plc - Tender Offer - Update

Northern BearAnnouncement

05/12/2023 07:15

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RNS Number : 6389V  Northern Bear Plc  05 December 2023

5 December 2023

Northern Bear plc

("Northern Bear," the "Company")

 

Tender Offer - 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
provide the following update in respect of the Tender Offer.

Further to its announcement on 29 November 2023, the aggregate number of
Ordinary Shares validly tendered by Qualifying Shareholders was 7,831,399 and
exceeded the Tender Cap of 5,000,000.

In accordance with paragraph 5 of Part 4 (Details of the Tender Offer) of the
circular dated 23 October 2023 issued to shareholders (the "Circular"), in the
event that the total number of Ordinary Shares validly tendered exceed the
Tender Cap, as is the present case, the Receiving Agent (acting in
consultation with Company) was, in its discretion, to allocate the validly
tendered Ordinary Shares between validly tendering Qualifying Shareholders as
it sees fit to ensure that no shareholders were left with uneconomically small
interests following the Settlement Date.

Accordingly, having consulted with the Company, the Receiving Agent:

·    considered a holding of 1,000 Ordinary Shares or less an
uneconomically small interest for the purposes of the Tender Offer; and

·    taking this into account, will generally scale back the number of
Ordinary Shares to be purchased from all tendering shareholders such that the
Company will, on average, repurchase 63.8 per cent. of every valid tender
received, calculated based on the Tender Cap as a proportion of the aggregate
number of Ordinary Shares tendered.

In accordance with the intention set out in the Circular not to leave smaller
shareholders who have tendered their full shareholding with an uneconomically
small interest in the Company, the Receiving Agent has adjusted the general
allocations such that the  Company will acquire, to the extent possible, the
full tendered holdings of any such shareholders who, having been allocated
their entitlement as generally calculated (as set out above), were otherwise
left with an interest of less than 1,000 Ordinary Shares in the Company. As
such, the Company may, in fact, purchase more or less than 63.8 percent of a
shareholder's validly tendered Ordinary Shares.  Where shares are held via
nominee, scaling has been applied at registered level only and as such shares
will be issued at the nominee's discretion.

Accordingly, a total of 5,000,000 Ordinary Shares will be purchased by the
Company pursuant to the Tender Offer on 8 December 2023, returning a total of
£3.1 million to shareholders of the Company. The Ordinary Shares purchased
will be held in treasury.

Director Interests

Following completion of the purchase of Ordinary Shares pursuant to the Tender
Offer, the Directors of the Company will hold the following interests in the
Company:

 

  Director            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 with voting rights immediately
                                                                                                                                                                                                                                            following Settlement (as defined below)
 Keith Soulsby        Group Operations Director       2.98                                                               -                                           557,820                                                                4.06
 Thomas Edward Hayes  Finance Director                0.43                                                               -                                           80,000                                                                 0.58
 Harry Samuel         Interim Non-Executive Chairman  -                                                                  -                                           -                                                                      -
 Anil Khera           Non-Executive Director          -                                                                  -                                           -                                                                      -
 Martin Boden         Non-Executive Director          -                                                                  -                                           -                                                                      -

 

Total Voting Rights

Following the implementation of the Tender Offer and the acquisition by the
Company of the 5,000,000 tendered Ordinary Shares expected to occur on 8
December 2023 ("Settlement"), the Company's issued share capital will consist
of 13,725,276 Ordinary Shares with voting rights and 5,292,040 Ordinary Shares
held in treasury. From the date of Settlement, the aforementioned figure of
13,725,276 Ordinary Shares with voting rights may be used by shareholders in
the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, Northern Bear under the Financial Conduct Authority's
Disclosure and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the announcement issued by the Company on 23 October
2023.

For further information, please contact:

 Northern Bear PLC                               +44 (0) 166 182 0369

 Harry Samuel - Interim 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

 

 

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