REG - Pebble Group (The) - Launch of Tender Offer
Mon 07:00
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RNS Number : 7558R Pebble Group PLC (The) 21 July 2025
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.
21 July 2025
THE PEBBLE GROUP PLC
("The Pebble Group", the "Group" or the "Company")
Proposed return of capital of up to £6.5 million by way of a purchase of up
to 10,655,737 Ordinary Shares at 61 pence per Ordinary Share pursuant to the
Tender Offer
and
Amendments to the Current Directors' Remuneration Policy
and
Notice of General Meeting
Tender Offer
The Pebble Group, a leading provider of technology, products and related
services to the global promotional products industry, announces, further to
its Half Year Trading Update on 10 July 2025, that it is proposing to return
up to £6.5 million to Shareholders by way of a Tender Offer pursuant to which
Qualifying Shareholders are invited to tender some, or all, or their Ordinary
Shares at the Tender Price of 61 pence per Ordinary Share. The Tender Offer is
for a maximum of 10,655,737 Ordinary Shares.
The Tender Price represents a premium of approximately 25.8% to the closing
price of 48.5 pence per Ordinary Share on the Latest Practicable Date and a
premium of approximately 38.6% to the closing price of 44 pence per Ordinary
Share on 2 June 2025 (being the last business day before the date the
intention to launch the Tender Offer was announced).
Qualifying Shareholders are not required to tender any of their Ordinary
Shares if they do not wish to do so. Qualifying Shareholders who participate
in the Tender Offer have an Individual Basic Entitlement to tender
approximately 6.69% of the Ordinary Shares held by them at the Tender Offer
Record Time, rounded down to the nearest whole number at a price of 61 pence
per Ordinary Share. If the maximum number of Ordinary Shares under the Tender
Offer are tendered, this would result in the purchase of approximately 6.69%
of the Company's expected issued share capital as at the Tender Offer Record
Time.
Qualifying Shareholders will also have the opportunity to offer for purchase
an Individual Excess Tender to the extent that other Shareholders tender less
than their Individual Basic Entitlement. Qualifying Shareholders are eligible
to participate in the Tender Offer with respect to Ordinary Shares registered
in their names on the Register at the Tender Offer Record Time.
The Tender Offer is not being made to Shareholders who are located or resident
in the United States or any other Restricted Jurisdiction or, directly or
indirectly, utilising the mails or any means or instrumentality (including,
without limitation, facsimile transmission, internet, telex and telephone) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States or any other Restricted Jurisdiction.
Shareholders located or resident in other jurisdictions outside the UK, or who
are nationals or citizens of other jurisdictions (except the UK), should read
the additional information set out in paragraph 11 (Overseas Shareholders)
of Part IV (Terms and Conditions of the Tender Offer) of the circular to be
posted to Shareholders in respect of the Tender Offer (the "Circular").
The Tender Offer is being effected by Panmure Liberum Limited ("Panmure
Liberum"), the Company's corporate broker, as principal on the basis that all
Ordinary Shares that Panmure Liberum buys under the Tender Offer will be
subsequently repurchased from Panmure Liberum by the Company pursuant to the
terms of a Repurchase Agreement. Any Ordinary Shares acquired by Panmure
Liberum pursuant to the Tender Offer and subsequently purchased by the Company
from Panmure Liberum pursuant to the Repurchase Agreement will, as soon as
reasonably practicable, be cancelled.
None of the Company, its Directors, officers, employees or advisers or their
respective affiliates makes any recommendation to any Qualifying Shareholder
whether to tender or refrain from tendering any or all Ordinary Shares in the
Tender Offer and none of them has authorised any person to make any such
recommendation. However, the Board unanimously recommends that Shareholders
vote in favour of each of the Tender Offer Resolution and the Directors'
Remuneration Policy Resolution, as the Directors intend to do for their
respective individual beneficial holdings of, in aggregate, 9,820,335 Ordinary
Shares, representing approximately 6.16% of the Issued Ordinary Share Capital
as at the Latest Practicable Date. The Executive Directors who hold in
aggregate 9,465,335 Ordinary Shares intend to tender such number of Ordinary
Shares as is equal to their Individual Basic Entitlement pursuant to the
Tender Offer.
Directors' Remuneration Policy Amendments
In June 2025, the Company consulted with major Shareholders (being those
Shareholders holding 3% or more of Ordinary Shares in issue as at the
commencement of the consultation process) in respect of proposed new long-term
incentive awards for the Executive Directors to be launched during 2025 (the
"2025 Executive LTIP Awards").
The proposal, adapted to reflect feedback received during the major
Shareholder consultation process, is for a 2025 Executive LTIP Award to be
granted as nil-cost options to acquire up to 8.0m Ordinary Shares in
aggregate, representing approximately 5% of the Company's current Issued
Ordinary Share Capital.
The Company proposes to amend the Current Directors' Remuneration Policy to
take account of the 2025 Executive LTIP Awards. To enhance cost efficiency,
the Board has decided to utilise the General Meeting to also seek Shareholder
approval for such amendments, in the Directors' Remuneration Policy
Resolution.
Details of the proposed 2025 Executive LTIP Awards are set out in paragraph
3.2 (Key Terms of the 2025 Executive LTIP Awards) of the Circular, and the
relevant changes proposed to the Current Directors' Remuneration Policy are
set out in paragraph 3.4 (Directors' Remuneration Policy Amendments) of the
Circular.
The Company believes that the 2025 Executive LTIP Awards will provide an
appropriate structure to retain and incentivise the Executive Directors based
on delivery of strong and sustained business performance that leads to
material share price growth and substantial shareholder value over the long
term.
Posting of Circular and Notice of General Meeting
A general meeting of the Company will be held at Didsbury House, 748-754
Wilmslow Road, Didsbury, Manchester, M20 2DW on 7 August 2025 at 10.00 a.m
(the "General Meeting").
The Company expects to post a Circular to Shareholders later today and a copy
of the Circular will be published on the Company's website at
https://www.thepebblegroup.com/investors/.
The Circular will set out the full details of the Tender Offer, including 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 Tender Form for use by Shareholders who
hold their Ordinary Shares in certificated form in connection with the Tender
Offer will be despatched with the Circular. A Form of Proxy for use by
Shareholders who hold their Ordinary Shares in certificated form will also be
despatched with the Circular.
Implementation of the Tender Offer requires the approval of the Tender Offer
Resolution by Shareholders at a general meeting of the Company. The Tender
Offer Resolution will be proposed at the General Meeting as a special
resolution. If the Tender Offer Resolution is not passed, the Company will not
be able to proceed with the Tender Offer.
The Circular will also set out the full details of the 2025 Executive LTIP
Awards and the proposed amendments to the Current Directors' Remuneration
Policy. The Directors' Remuneration Policy Resolution will be proposed as an
advisory vote at the General Meeting as an ordinary resolution.
The Tender Offer is not conditional on the passing of the Directors'
Remuneration Policy Resolution, and the approval of the amendments to the
Current Directors' Remuneration Policy is not connected with the Tender Offer.
This summary should be read in conjunction with the full text of this
announcement and the Circular.
Unless otherwise defined in this announcement, capitalised terms used 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 Pete Jones, Group General Counsel and Company
Secretary.
Enquiries:
The Pebble Group
Christopher Lee, Chief Executive Officer
Claire Thomson, Chief Financial Officer
+44 (0) 750 012 4121
Temple Bar Advisory (Financial PR)
Alex Child-Villiers
Alistair de Kare-Silver
+44 (0) 207 183 1190
pebble@templebaradvisory.com (mailto:pebble@templebaradvisory.com)
Panmure Liberum (Nominated Adviser and Broker)
Edward Mansfield
William King
Gaya Bhatt
+44 (0) 20 3100 2000
About The Pebble Group
The Pebble Group is a provider of technology, products and related services to
the global promotional products industry, comprising two differentiated
businesses, Facilisgroup and Brand Addition, focused on specific areas of the
promotional products market. For further information, please
visit www.thepebblegroup.com (http://www.thepebblegroup.com/) .
Forward Looking Statements
This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on Pebble's current beliefs, expectations and assumptions
regarding the future of its business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, such
statements are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are outside of
Pebble's control. Our actual results and financial condition may differ
materially from those indicated in the forward looking statements. Therefore,
you should not rely on any of these forward-looking statements.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Time and Date
Publication of the Circular 21 July 2025
Tender Offer opens 21 July 2025
Latest time and date for receipt of Forms of Proxy, CREST and electronic proxy 10.00 a.m. on 5 August 2025
appointments via www.signalshares.com or via the Proxymity platform for the
General Meeting
Voting Record Time 6.00 p.m. on 5 August 2025
General Meeting 10.00 a.m. on 7 August 2025
Announcement of results of the General Meeting 7 August 2025
Latest time and date for receipt of Tender Forms and share certificates for 1.00 p.m. on 7 August 2025
tendered certificated Ordinary Shares in relation to the Tender Offer (i.e.
close of the Tender Offer)
Latest time and date for receipt of TTE Instructions for tendered 1.00 p.m. on 7 August 2025
uncertificated Ordinary Shares in relation to the Tender Offer (i.e. close of
the Tender Offer)
Tender Offer Record Time 6.00 p.m. on 7 August 2025
Announcement of results of the Tender Offer 8 August 2025
Purchase of Ordinary Shares under the Tender Offer 11 August 2025
CREST accounts credited in respect of Tender Offer proceeds for uncertificated no later than 21 August 2025
Ordinary Shares
CREST accounts credited for revised uncertificated holdings of Ordinary Shares no later than 21 August 2025
(or, in the case of unsuccessful tenders, for entire holdings of Ordinary
Shares)
Cheques despatched in respect of Tender Offer proceeds for certificated no later than 21 August 2025
Ordinary Shares
Return of share certificates in respect of unsuccessful tenders of no later than 21 August 2025
certificated Ordinary Shares
Despatch of balancing share certificates in respect of unsold certificated no later than 21 August 2025
Ordinary Shares
The above times and/or dates may be subject to change by the Company and in
the event of any such change, the revised times and/or dates will be notified
to Shareholders by an announcement through a Regulatory Information Service.
References to times in this document are to London time, unless otherwise
stated.
ADDITIONAL INFORMATION
1. TENDER OFFER
1.1 Background to and reasons for the Tender Offer
In the Company's audited results for the financial year ended 31 December
2024, announced on 19 March 2025, the Company outlined its capital allocation
priorities.
These were: (i) investment into the Company's organic growth strategy; (ii)
payment of a final dividend in respect of the year ended 31 December 2024,
supporting the Company's progressive dividend policy; and (iii) continuation
of capital returns to Shareholders.
On 1 May 2024, the Company launched the 2024 Buyback Programme set to run to
the annual general meeting of the Company in 2025 (which was held on 3 June
2025) (the "2025 AGM") to return capital to Shareholders and enhance
Shareholder returns alongside its continued investment in the Company's
strategy.
At the time of the 2025 AGM, the Company had only been able to purchase
8,080,447 Ordinary Shares at a cost of £3.6 million, representing 4.83% of
the Company's share capital since the launch of the 2024 Buyback Programme.
Since the Company had not been able to return the full £5.0 million of
capital to Shareholders via the 2024 Buyback Programme, following the
publication of the Company's audited accounts for the financial year ended 31
December 2024, the Board considered alternate means of returning capital to
Shareholders.
The Board has concluded that a return of value by way of tender offer would be
the most suitable way of returning capital to Shareholders quickly and
efficiently, taking into account the costs, complexity and timeframes of other
methods, as well as the possible tax treatment and equality of treatment of
Shareholders.
As a consequence, at the 2025 AGM, the Company announced the termination of
the 2024 Buyback Programme and, instead, an intention to return up to £6.5
million to Shareholders through the Tender Offer.
The £6.5 million figure consists of the £1.4 million that was unutilised
from the 2024 Buyback Programme and a further £5.1 million of free cash
flow generated by the Company through its improving cash conversion profile in
2025. Completion, and full take up, of the Tender Offer would bring total
returns to Shareholders (including the £3.0 million FY 2024 dividend) to
£13.1 million since the 2024 Buyback Programme commenced in May 2024.
On 10 July 2025, the Company announced its half-year trading update for the
six months ended 30 June 2025, in which it confirmed that trading for FY 2025
currently remained on track to meet market expectations for the year. It also
noted that the Company's working capital cycle remains disciplined and
consistent with prior years, with operating cash conversion improving as
planned.
Net cash as at 30 June 2025 was £6.0 million (30 June 2024: net cash £4.9
million, 31 December 2024: net cash £16.5 million).
The Tender Offer Resolution, if approved, will grant the Directors the
authority to return up to £6.5 million to Shareholders through the Tender
Offer at the Tender Price.
1.2 Benefits of the Tender Offer to Shareholders
The Board considers the Tender Offer to be beneficial to the Company and its
Shareholders as whole because:
(a) Qualifying Shareholders have a choice as to whether
they participate in the Tender Offer or not, such that:
(i) the Tender Offer provides the opportunity for Qualifying
Shareholders who wish to reduce their holdings of Ordinary Shares to do so;
and
(ii) the Tender Offer allows Qualifying Shareholders who do not
wish to receive capital at this time to maintain their full investment in the
Company;
(b) the Tender Offer is available to all Qualifying
Shareholders regardless of the size of their shareholdings;
(c) the Tender Offer enables the Company to return capital
to Shareholders at a market-driven price with a premium at the Latest
Practicable Date. The Tender Price represents a premium of:
(i) approximately 1.7% to the 12 month high closing price of
60 pence per Ordinary Share on 9 September 2024;
(ii) approximately 25.8% to the closing price of 48.5 pence per
Ordinary Share on 18 July 2025 (being the Latest Practicable Date);
(iii) approximately 38.6% to the closing price of 44 pence per
Ordinary Share on 2 June 2025 (being the last business day before the date the
intention to launch the Tender Offer was announced); and
(iv) a premium of approximately 24.9% to the volume weighted
average price per Ordinary Share over the one month to the Latest Practicable
Date; and
(d) 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 Ordinary Shares acquired in connection with the Tender Offer.
1.3 Details 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 IV (Terms and Conditions of the Tender Offer)
of the Circular and in the Tender Form. Shareholders do not have to tender any
Ordinary Shares. Tenders will only be accepted at the Tender Price.
The Tender Offer is conditional on, among other things:
(a) the passing of the Tender Offer Resolution set out in
the Notice of General Meeting; and
(b) the Tender Offer not having been terminated in
accordance with paragraph 10 (Right to terminate the Tender Offer) of Part
IV (Terms and Conditions of the Tender Offer) of the Circular.
The Tender Offer is also conditional on the other matters specified in
paragraph 2.1 of Part IV (Terms and Conditions of the Tender Offer) of the
Circular. The Tender Offer is not conditional on the passing of the Directors'
Remuneration Policy Resolution set out in the Notice of General Meeting.
Ordinary Shares tendered by Qualifying Shareholders will only be accepted in
respect of Ordinary Shares registered in their names on the Register at the
Tender Offer Record Time.
Under the Tender Offer:
(a) Panmure Liberum will acquire (acting as principal and
not as agent, nominee, or trustee) up to 10,655,737 Ordinary Shares,
representing up to approximately 6.69% of Pebble's Issued Ordinary Share
Capital at the Latest Practicable Date from the Qualifying Shareholders at the
Tender Price. Panmure Liberum has in turn the right to require Pebble to
acquire from it, and Pebble has the right to require Panmure Liberum to sell
to it, such Ordinary Shares purchased by Panmure Liberum under the Tender
Offer, at the Tender Price, pursuant to the Repurchase Agreement, details of
which are set out in Part IV (Terms and Conditions of the Tender Offer) of the
Circular. All Ordinary Shares acquired by Pebble from Panmure Liberum under
the Tender Offer will be automatically cancelled by Pebble;
(b) there is no obligation on Shareholders to participate
in the Tender Offer;
(c) each Qualifying Shareholder will be entitled to offer
for purchase up to their Individual Basic Entitlement, which will be
approximately 6.69% of the Ordinary Shares registered in their name at the
Tender Offer Record Time, rounded down to the nearest whole number and subject
to no outstanding options to subscribe for Ordinary Shares (as set out in Part
II (Questions and Answers in relation to the Tender Offer) of the Circular)
being exercised by anyone after the date of the Circular and before the Tender
Offer Record Time. In addition, Qualifying Shareholders may offer for purchase
more than their Individual Basic Entitlement to the extent that other
Qualifying Shareholders tender less than their Individual Basic Entitlement;
(d) the maximum number of Ordinary Shares that may be
purchased under the Tender Offer is 10,655,737 Ordinary Shares for a maximum
aggregate consideration of up to £6.5 million;
(e) if the aggregate purchase price (calculated at the
Tender Price) of all validly tendered Ordinary Shares exceeds £6.5 million,
not all the Ordinary Shares validly tendered will be accepted and purchased.
In these circumstances, the number of Ordinary Shares which will be accepted
and purchased will be calculated in accordance with the terms and conditions
of the Tender Offer (as set out in Part IV (Terms and Conditions of the Tender
Offer) of the Circular), which are as follows:
(i) all Ordinary Shares validly tendered by Qualifying
Shareholders up to their respective Individual Basic Entitlement will be
accepted and purchased in full and will not be scaled down; and
(ii) all Ordinary Shares validly tendered by Qualifying
Shareholders in excess of their Individual Basic Entitlement, will be scaled
down pro rata to the total number of such Ordinary Shares tendered in excess
of the aggregate Individual Basic Entitlement if and to the extent necessary,
such that the total number of Ordinary Shares purchased pursuant to the Tender
Offer does not exceed 10,655,737 and the maximum total cost of the Ordinary
Shares purchased pursuant to the Tender Offer does not exceed £6.5 million.
Please refer to question 7 (Will all of the Ordinary Shares I tender be
purchased?) of Part II (Questions and Answers in relation to the Tender Offer)
of the Circular for additional information including worked examples of
calculations of the Individual Basic Entitlement and treatment of excess
entitlements. Ordinary Shares not validly tendered will not be purchased.
The Ordinary Shares successfully tendered under the Tender Offer will be
subsequently acquired by Pebble from Panmure Liberum pursuant to the
Repurchase Agreement and cancelled and will not rank for any future dividends.
The Issued Ordinary Share Capital of Pebble on the Latest Practicable Date was
159,370,446. If the Tender Offer is implemented in full, this will result in
the purchase of 10,655,737 Ordinary Shares (representing approximately 6.69%
of the Issued Ordinary Share Capital of Pebble as at the Latest Practicable
Date). The Issued Ordinary Share Capital of Pebble following the cancellation
of the Ordinary Shares (after Pebble has acquired all validly tendered and
purchased Ordinary Shares from Panmure Liberum) will be 148,714,709, assuming
the Tender Offer is implemented in full, and no further options are exercised
for newly issued shares in the interim.
Shareholders should note that the Issued Ordinary Share Capital numbers
referred to in the paragraph above take no account of any further dilution
which may be caused by the ongoing operation of the Share Plans, which is
explained in further detail in paragraph 1.9 (Share Plans) below. The
percentage represented by the Individual Basic Entitlement has been calculated
by reference to the maximum number of Ordinary Shares that may be acquired
under the Tender Offer, divided by the fully diluted Issued Ordinary Share
Capital as at the Tender Offer Record Time (i.e. assuming all options capable
of exercise on or before the Tender Offer Record Time have been exercised and
form part of the Issued Ordinary Share Capital).
Qualifying Shareholders should 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.
1.4 How to Participate in the Tender Offer
Each Qualifying Shareholder is entitled to tender a percentage of that
Qualifying Shareholder's record date holding equal to (or less than, if they
so choose) the Individual Basic Entitlement. Qualifying Shareholders will also
be entitled to apply to tender Ordinary Shares in excess of their Individual
Basic Entitlement and, to the extent that other Shareholders do not tender
their Individual Basic Entitlement, all such Ordinary Shares will be scaled
down pro rata to the total number of such Ordinary Shares tendered in excess
of the aggregate Individual Basic Entitlement, such that the total number of
Ordinary Shares purchased pursuant to the Tender Offer does not exceed
10,655,737 and the maximum total cost of the Ordinary Shares purchased
pursuant to the Tender Offer does not exceed £6.5 million, in accordance with
the terms and conditions of the Tender Offer set out in Part IV (Terms and
Conditions of the Tender Offer) of the Circular.
(a) Ordinary Shares held in certificated form
All Qualifying Shareholders who hold Ordinary Shares in certificated form are
being sent a Tender Form for the Tender Offer. The procedure for tendering
Ordinary Shares under the Tender Offer is set out in Part IV (Terms and
Conditions of the Tender Offer) of the Circular and on the Tender Form.
Qualifying Shareholders who hold their shares in certificated form wishing to
participate in the Tender Offer should follow the instructions in Part IV
(Terms and Conditions of the Tender Offer) of the Circular and in the Tender
Form and return it, together with the relevant share certificates and/or other
document(s) of title or a satisfactory indemnity in lieu thereof to MUFG
Corporate Markets, at Corporate Actions, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. Completed Tender Forms must be received by MUFG Corporate
Markets by no later than 1.00 p.m. on 7 August 2025 for them to be valid under
the Tender Offer. A Tender Form, once received by the Receiving Agent, will be
irrevocable.
Any envelope containing a Tender Form post-marked from, bearing a return
address in, or otherwise appearing to have been dispatched from the United
States or any other Restricted Jurisdiction will be rejected as an invalid
tender.
(b) Ordinary Shares held in uncertificated form
Details of the procedures for tendering, and settlement in relation to,
Ordinary Shares held in uncertificated form are set out in Part IV (Terms and
Conditions of the Tender Offer) of the Circular. Qualifying Shareholders who
hold their Ordinary Shares in uncertificated form and who wish to tender all
or any of their existing holding of Ordinary Shares under the Tender Offer
should tender electronically through CREST so that the TTE Instruction settles
by no later than 1.00 p.m. on 7 August 2025. A TTE Instruction, once received
by the Receiving Agent, will be irrevocable. The CREST Manual may also assist
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
in making a TTE Instruction.
Further details of the procedure for tendering and settlement are set out in
Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the
case of certificated holders, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction.
If you are in doubt about completion of the Tender Form or sending a TTE
Instruction, please contact MUFG Corporate Markets on +44 (0) 371 664 0321.
Calls are charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30 p.m.
(London time), Monday to Friday excluding public holidays in England and
Wales. Calls regarding the completion of the Tender Form or sending a TTE
Instruction originating from the United States will not be accepted.
1.5 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, amongst other things, the passing of the
Tender Offer Resolution, as set out in the Notice of General Meeting and on
satisfaction of the other Tender Conditions specified in paragraph 2.1 of
Part IV (Terms and Conditions of the Tender Offer) of the Circular. The Tender
Offer is not conditional on the passing of the Directors' Remuneration Policy
Resolution.
Pebble has reserved the right, with the prior consent of Panmure Liberum, at
any time prior to the announcement of the results of the Tender Offer, 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. Pebble has also reserved the right, in certain circumstances, to
compel Panmure Liberum to terminate the Tender Offer if, inter alia, the Board
concludes that the implementation of the Tender Offer is no longer in the best
interests of the Company and/or Shareholders as a whole. Any such decision
will be announced by Pebble through a Regulatory Information Service.
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 IV (Terms and Conditions of the Tender Offer) of the Circular.
1.6 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 IV (Terms and Conditions of the Tender Offer)
of the Circular. Some questions and answers related to the Tender Offer are
set out in Part II (Questions and Answers in relation to the Tender Offer) of
the Circular.
1.7 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 V (UK Tax Aspects of the Tender Offer) of the Circular.
1.8 Overseas Shareholders
The Tender Offer is not being made to Shareholders who are located or resident
in the United States or any other Restricted Jurisdiction or, directly or
indirectly, utilising the mails or any means or instrumentality (including,
without limitation, facsimile transmission, internet, telex and telephone) of
interstate or foreign commerce, or of any facility of a national securities
exchange, of the United States or any other Restricted Jurisdiction.
The attention of Shareholders located or resident in other jurisdictions
outside the United Kingdom is drawn to paragraph 11 (Overseas Shareholders)
of Part IV (Terms and Conditions of the Tender Offer) of the Circular. If you
are in any doubt about your position, you should consult your professional
adviser in the relevant jurisdiction.
1.9 Share Plans
Pebble operates The Pebble Group plc Long Term Incentive Plan (the "LTIP") and
The Pebble Group plc Group Sharesave Plan (the "Sharesave Plan").
(a) LTIP
The LTIP is a discretionary plan under which nil cost option awards of
Ordinary Shares are made to employees (including executive directors) as
determined by the Remuneration Committee. Awards are subject to performance
conditions which are generally measured over three years. Awards over
4,129,545 Ordinary Shares remain outstanding.
(b) Sharesave Plan
The Sharesave Plan is a tax-advantaged all-employee share option plan which
must be offered to all UK-based employees, including full-time directors, who
satisfy a period of continuous employment determined by the Remuneration
Committee. Participants make monthly contributions from their net salary into
a savings account for a period of three years. At the end of the savings
period, the aggregate savings may be used to pay the exercise price of the
option. Options over 1,279,147 Ordinary Shares remain outstanding.
The proportion of Issued Ordinary Share Capital that all awards or options
represent as at the Latest Practicable Date is approximately 3.39%. The
proportion of Issued Ordinary Share Capital that all awards or options would
represent if the maximum number of Ordinary Shares that may be purchased under
the Tender Offer are acquired by the Company and cancelled is approximately
3.64%. These proportions do not take into account the proposed 2025 Executive
LTIP Awards.
Additional information on the Directors' interests in Ordinary Shares under
the Share Plans is contained in paragraph 2.2 respectively of Part VI
(Additional Information) of the Circular.
As at the Latest Practicable Date there are no outstanding warrants to
subscribe for Ordinary Shares.
2. AMENDMENTS TO THE CURRENT DIRECTORS' REMUNERATION
POLICY
2.1 Introduction
As the Company's Ordinary Shares are admitted to trading on AIM, it is not
required to present its Directors' remuneration policy to its Shareholders
under the Companies Act 2006. However, the Directors consider, noting
principle 9 of the QCA Code, that it is best practice to do so by way of
advisory vote.
Accordingly, the Current Directors' Remuneration Policy was presented for an
advisory vote at the 2025 AGM and was passed by Shareholder resolution (with
99.98% of votes cast in favour).
In respect of the LTIP element of the Executive Directors' remuneration, the
Current Directors' Remuneration Policy noted that the Remuneration Committee
had initiated consideration of a new long-term incentive arrangement and
intended "to consult with major shareholders in 2025 with a view to launching
the plan during 2025, subject to securing shareholder approval". Therefore, in
June 2025, the Company consulted with major Shareholders (being those
Shareholders holding 3% or more of Ordinary Shares in issue as at the
commencement of the consultation process) in respect of proposed new long-term
incentive awards for the Executive Directors to be granted during 2025 (the
"2025 Executive LTIP Awards").
Key details of the proposed 2025 Executive LTIP Awards, adapted to reflect
feedback received during consultation, are summarised in paragraph 2.2 (Key
Terms of the 2025 Executive LTIP Awards) below, and the relevant changes
proposed to the Current Directors' Remuneration Policy are set out in
paragraph 2.4 (Directors' Remuneration Policy Amendments) below.
The Company believes that the 2025 Executive LTIP Awards will provide an
appropriate structure to retain and incentivise the Executive Directors based
on delivery of strong and sustained business performance that leads to
material share price growth and substantial shareholder value over the long
term. The 2025 Executive LTIP Awards are anticipated to operate under the
rules of the existing LTIP, with any amendments subject to the approval of the
Board.
2.2 Key Terms of the 2025 Executive LTIP Awards
The 2025 Executive LTIP Awards will be granted as nil-cost options to acquire
up to 8.0 million Ordinary Shares, representing approximately 5% of the
Company's current Issued Ordinary Share Capital, of which 57.6% will be
granted to the Chief Executive Officer and 42.4% to the Chief Financial
Officer. The 2025 Executive LTIP Awards will vest three years from grant
subject to the meeting of a share price performance condition covering the
three years from the grant date (the "Share Price Performance Period") and a
cumulative adjusted EBITDA performance condition covering the three financial
years ending on 31 December 2027 (the "EBITDA Performance Period").
25% of the 2025 Executive LTIP Awards will vest subject to the average closing
price per Ordinary Share over the final three months of the Share Price
Performance Period being 85 pence, rising on a straight-line basis to full
vesting at 145 pence, conditional upon the Group's cumulative adjusted EBITDA
over the EBITDA Performance Period equalling or exceeding £52.9 million.
The table below summarises the key features of the share price performance
element of the 2025 Executive LTIP Awards:
Share price CAGR over period (1) Market cap (2) Market cap increase Vesting level Total value to awardees Dilution (3) Awardees' share of value growth
£0.80 19.4% £127m £52m 0% £ - 0.0% 0.0%
£0.85 21.8% £135m £60m 25% £1.7 1.2% 2.7%
£1.00 28.6% £159m £84m 44% £3.5 2.2% 4.0%
£1.15 34.8% £183m £108m 63% £5.8 3.0% 5.0%
£1.30 40.4% £207m £132m 81% £8.5 3.9% 6.0%
£1.45 45.6% £231m £156m 100% £11.6 4.8% 6.9%
£1.70 53.5% £270m £196m 100% £13.6 4.8% 6.5%
( )
(1) Compound Annual Growth Rate (CAGR) from 47 pence, being the average
closing price per Ordinary Share during June 2025. CAGR does not include any
dividends which may be paid during the Share Price Performance Period.
(2) Market capitalisation calculated by reference to the current Issued
Ordinary Share Capital, undiluted for any proposed 2025 Executive LTIP Awards.
(3) Dilution is based on the current Issued Ordinary Share Capital and assumes
all awards would be satisfied via the allotment of new Ordinary Shares. (Note
that it is intended that awards may be satisfied using existing shares from
the Company's Employee Benefit Trust, cash, or the allotment of new Ordinary
Shares).
The 2025 Executive LTIP Awards will be subject to a two-year post vesting
holding period, malus and clawback provisions, an overriding Remuneration
Committee discretion to vary vesting levels from formulaic outcome to ensure
values reflect underlying performance, the experience of Shareholders and
exceptional adverse events, and an overall value cap of £20 million
(equivalent to achievement of a £2.48 price per Ordinary Share), with
Remuneration Committee discretion to vary or waive this cap.
The Company will continue to operate within the standard UK employee share
award dilution limit of 10% over a ten-year period. The 2025 Executive LTIP
Awards will be satisfied using Ordinary Shares held by the Company's Employee
Benefit Trust, cash, or the allotment of new Ordinary Shares. In the event of
a change of control of the Company, the 2025 Executive LTIP Awards would vest
in full, subject to achievement of the share price conditions.
2.3 Shareholder Approval
As envisaged by the Current Directors' Remuneration Policy, the Company now
seeks Shareholder approval of the proposed 2025 Executive LTIP Awards by
amending the Current Directors' Remuneration Policy to include key details of
the proposed 2025 Executive LTIP Awards.
The proposed Directors' Remuneration Policy Amendments are set out in
paragraph 2.4 (Directors' Remuneration Policy Amendments) below.
The Board has decided to utilise the General Meeting convened in relation to
the Tender Offer also to present the Directors' Remuneration Policy Amendments
for an advisory vote, thereby enhancing cost efficiency.
The approval of the Directors' Remuneration Policy Amendments is not connected
with the Tender Offer, and the Tender Offer is not conditional on the passing
of the Directors' Remuneration Policy Resolution.
2.4 Directors' Remuneration Policy Amendments
The existing LTIP section of the Current Directors' Remuneration Policy reads
as follows:
Link to remuneration policy/strategy To incentivise and reward long-term growth, performance and shareholder value
creation. To align the interests of Executive Directors and shareholders in
the long term.
Operation Executive Directors are eligible to receive awards under the LTIP at the
discretion of the Committee. As noted earlier in this Remuneration Report, the
Committee initiated consideration of a new LTIP for the Executive Directors
and intends to consult with major shareholders in 2025 with a view to
launching the plan during 2025, subject to securing shareholder approval.
Maximum opportunity -
Performance metric -
The LTIP section of the Amended Directors' Remuneration Policy shall be
amended to read as follows:
Link to remuneration policy/strategy To incentivise and reward long-term growth, performance and shareholder value
creation.
To align the interests of Executive Directors and shareholders in the long
term.
Operation It is intended that awards under the LTIP will be granted to the Executive
Directors in August 2025.
The awards will be conditional upon achieving performance metrics over a
three-year performance period.
No further awards will be granted to the Executive Directors under the LTIP
during the three-year performance period of the awards to be granted in August
2025.
The Remuneration Committee has overriding discretion to adjust the level of
vesting if, in its opinion, such level of vesting resulting from the
application of the performance conditions is considered not to be a fair and
accurate reflection of the performance of the Company or a fair and accurate
reflection of the award holder's performance, or where there are any other
factors or circumstances which would make the level of vesting inappropriate
without adjustment.
The awards will be granted as nil-cost options to acquire Ordinary Shares.
The awards will be granted under the rules of the LTIP and will be subject to
malus and clawback provisions and a two-year post-vesting holding period.
Maximum opportunity Nil-cost options to acquire a maximum of 8.0 million Ordinary Shares in
aggregate may be awarded under the LTIP.
The proportion of the aggregate maximum opportunity available to each
Executive Director shall be 57.6% for the Chief Executive Officer and 42.4%
for the Chief Financial Officer (i.e. shared in proportion to their base
salaries).
Awards will be subject to an overall value cap of £20 million, with the
Remuneration Committee's discretion to vary or waive such cap.
Performance metric Performance will be assessed on absolute share price growth achieved during
the three-year performance period from the date of grant.
Awards will vest from 25% to 100% of the maximum opportunity on a
straight-line basis if a final share price of between 85 pence and 145 pence
is achieved at the end of the three-year performance period.
Awards will also be conditional upon the achievement of a cumulative adjusted
EBITDA threshold of £52.9 million over the three financial years ending 31
December 2027.
No awards will vest unless a minimum final share price of 85 pence and the
minimum cumulative Adjusted EBITDA threshold condition are both achieved at
the end of the relevant three-year performance periods.
Share price targets will not be adjusted for ordinary annual dividends;
however, they may be adjusted to account for any special dividends paid during
the performance period.
The final share price will be subject to a testing period over the last three
months of the performance period.
3. GENERAL MEETING
Implementation of the Tender Offer requires the approval of the Tender Offer
Resolution by Shareholders at a general meeting of the Company. As set out in
paragraph 2 (Amendments to the Current Directors' Remuneration Policy) above,
the Board has decided to utilise the General Meeting convened in relation to
the Tender Offer to also seek Shareholder approval for the Directors'
Remuneration Policy Amendments, thereby enhancing cost efficiency.
Accordingly, a Notice of General Meeting is set out at the end of the Circular
convening the General Meeting to be held at Didsbury House, 748-754 Wilmslow
Road, Didsbury, Manchester, M20 2DW on 7 August 2025 at 10.00 a.m.
The Tender Offer Resolution will be proposed at the General Meeting as a
special resolution, the passing of which requires at least 75 per cent. of the
votes cast (whether in person or by proxy) to be in favour.
The Tender Offer Resolution seeks authority to make market purchases of
Ordinary Shares in connection with the Tender Offer. The Tender Offer
Resolution specifies the maximum number of Ordinary Shares which may be
acquired, and the fixed price at which Ordinary Shares may be acquired,
pursuant to this authority. The authority sought is in addition to the
authority approved at the Company's annual general meeting on 3 June 2025 and
will expire at the conclusion of the Company's annual general meeting in 2026.
The Directors' Remuneration Policy Resolution will be proposed as an advisory
vote at the General Meeting as an ordinary resolution, the passing of which
requires more than 50 per cent. of the votes cast (whether in person or by
proxy) to be in favour. As the Directors' Remuneration Policy Resolution is
advisory, the Directors' entitlement to remuneration is not conditional on
this resolution being passed. This is consistent with principle 9 of the QCA
Code.
The Tender Offer is not conditional on the passing of the Directors'
Remuneration Policy Resolution.
4. ACTIONS TO BE TAKEN
4.1 Action to be taken in relation to the General Meeting
A Form of Proxy for use in relation to the General Meeting which covers the
Tender Offer Resolution and the Directors' Remuneration Policy Resolution
accompanies the Circular. Whether or not you intend to attend the General
Meeting, and save where Shareholders have been deemed to have consented or
have elected to receive electronic Shareholder communications, you are urged
to complete, sign and return the Form of Proxy in accordance with the
instructions printed thereon and the notes to the Notice of General Meeting.
As an alternative to completing and returning the accompanying Form of Proxy,
you may register the appointment of a proxy for the General Meeting by:
(a) accessing the website www.signalshares.com;
(b) if you hold Ordinary Shares in CREST, you may appoint
a proxy by completing and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by the
Company's Registrar, MUFG Corporate Markets, (under CREST Participant ID RA10)
by no later than 10.00 a.m. on 5 August 2025 (or, in the case of an
adjournment, not later than 48 hours before the time fixed for the holding of
the adjourned meeting (excluding any part of a day which is non-working)); or
(c) if you are an institutional investor, you may also be
able to appoint a proxy electronically via the Proxymity platform.
Guidance notes to assist you to complete the Form of Proxy or to register the
appointment of a proxy electronically via www.signalshares.com or via the
Proxymity platform or to complete and transmit a CREST Proxy Instruction are
set out in the Notice of General Meeting at the end of the Circular.
If you have any questions relating to this document and/or the completion and
return of the Form of Proxy, please contact MUFG Corporate Markets on +44 (0)
371 664 0321. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 a.m. and 5.30
p.m. (London time), Monday to Friday excluding public holidays in England and
Wales. Calls regarding this document and/or the completion and return of the
Form of Proxy originating from the United States will not be accepted.
Alternatively, you can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com. Please note that MUFG Corporate Markets
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes. Emails regarding this
document and/or the completion and return of the Form of Proxy may not be sent
from the United States.
4.2 Action to be taken in relation to the Tender Offer
If you are a Qualifying Shareholder and hold your Ordinary Shares in
certificated form and you wish to tender all or any of your Ordinary Shares,
you should complete the Tender Form in accordance with the instructions
printed on it and in Part IV (Terms and Conditions of the Tender Offer) of the
Circular and return it by post or by hand (during normal business hours only)
to MUFG Corporate Markets, at Corporate Actions, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, together with your share certificate(s) and/or other
document(s) of title or a satisfactory indemnity in lieu thereof in respect of
the Ordinary Shares tendered. Completed Tender Forms must be received by no
later than 1.00 p.m. on 7 August 2025.
If you are a Qualifying Shareholder and hold your Ordinary Shares in
uncertificated form and you wish to tender all or any of your Ordinary Shares,
you should send a TTE Instruction and follow the procedures set out in Part IV
(Terms and Conditions of the Tender Offer) of the Circular in respect of
tendering uncertificated Ordinary Shares so that the TTE Instruction settles
by no later than 1.00 p.m. on 7 August 2025.
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 operated by MUFG Corporate Markets by telephone on +44
(0) 371 664 0321. Lines are open between 9.00 a.m. and 5.30 p.m. (London
time), Monday to Friday excluding public holidays in England and Wales. Please
note that calls to these numbers may be monitored or recorded for security and
training purposes. Calls to the Shareholder Helpline are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom are charged at applicable international rates. Different charges may
apply to calls made from mobile telephones. Calls regarding the procedure for
tendering Ordinary Shares or making a TTE Instruction, or requesting extra
copies of the Circular or the Tender Form or seeking help filling in the
Tender Form originating from the United States will not be accepted. Please
note that for legal reasons the Shareholder Helpline will only be able to
provide information contained in the Circular and the Tender Form and will be
unable to give advice on the merits of the Tender Offer or to provide
financial, investment or taxation advice.
Further details of the procedure for tendering and settlement are set out in
Part IV (Terms and Conditions of the Tender Offer) of the Circular and, in the
case of holders of Ordinary Shares in certificated form, in the Tender Form.
Shareholders who do not wish to sell any Ordinary Shares under the Tender
Offer should take no action in relation to the Tender Form and should not make
any TTE Instruction. Please see question 11 in Part II (Questions and
Answers in relation to the Tender Offer) of the Circular for further
information.
5. BOARD INTENTIONS TO TENDER ORDINARY SHARES
The Executive Directors who hold in aggregate 9,465,335 Ordinary Shares intend
to tender such number of Ordinary Shares as is equal to their Individual Basic
Entitlement pursuant to the Tender Offer.
6. RECOMMENDATION
The Directors consider that the Tender Offer, the Tender Offer Resolution and
the Directors' Remuneration Policy Resolution are each in the best interests
of the Shareholders as a whole. Accordingly, the Board unanimously recommends
that Shareholders vote in favour of each of the Tender Offer Resolution and
the Directors' Remuneration Policy Resolution, as the Directors intend to do
for their respective individual beneficial holdings of, in aggregate,
9,820,335 Ordinary Shares, representing approximately 6.16% of the Issued
Ordinary Share Capital as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to participation
in the Tender Offer itself or the Tender Price. Whether or not Shareholders
decide to tender all, or any, of their Ordinary Shares will depend on, among
other things, their view of the Company's prospects and their own individual
circumstances, including their own financial and tax position. Shareholders
are required to take their own decision and are recommended to consult with
their duly authorised independent financial or professional adviser.
Should the Tender Offer Resolution not be approved by the requisite majority
of Shareholders at the General Meeting, the Tender Offer will not occur.
Should the Tender Offer not occur, the Company will consider alternative
options against its capital allocation framework.
If you are in any doubt as to the action you should take, including whether or
not to participate in the Tender Offer, you are recommended to seek your own
independent 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.
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