REG - Primorus Investments - Notice of AGM & Proposed Rule 9 Waiver
13/06/2025 07:00
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RNS Number : 6852M Primorus Investments PLC 13 June 2025
Primorus Investments plc
("Primorus" or the "Company")
Notice of AGM & Proposed Rule 9 Waiver
Primorus Investments plc (AIM: PRIM) announces that a circular to
Shareholders giving Notice of the Annual General Meeting ("AGM") with
accompanying Form of Proxy will be sent to Shareholders shortly. The
circular includes a letter from the Chairman of the Company setting out
details about the Resolutions being proposed at the AGM.
The AGM will be held on 8 July 2025 at 11:00 a.m. at Sackville House, 55
Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.
Proposed Share Buyback and Rule 9 Waiver
The Company has, since its annual general meeting held in June 2022, been
granted by Shareholders the authority to make market purchases of its own
shares, subject to specific conditions relating to price and volume, in common
with many other UK public companies. The buyback authority was obtained to
allow the Company to purchase Ordinary Shares through the London Stock
Exchange if there was limited liquidity in the market, and if the Directors
considered that it was in the best interests of the Company and Shareholders
as a whole. Any purchased Ordinary Shares would be cancelled (in which case
the number of shares in issue would thereby be reduced) or, alternatively,
held as treasury shares depending on which course of action is considered by
the Directors to be in the best interests of the Company and Shareholders as a
whole at that time.
Although no purchases by the Company of its Ordinary Shares have yet been
made, the Company intends to seek Shareholder approval at the AGM to be held
on 8 July 2025 of a new buyback authority for the Company to make on market
purchases of up to 40 per cent. of its Issued Share Capital implemented by way
of a share buyback. Accordingly, the Company will seek Shareholder approval of
the Share Buyback Authority ("Share Buyback Resolution").
The Company has agreed with the Panel that the following persons are acting in
concert in relation to the Company: Rupert Labrum and Hedley Clark, being the
Executive Chairman and a Non-Executive Director respectively. Accordingly they
(together with their close relatives and the related trusts of any of them)
make up a concert party as defined by the Takeover Code (the "Concert Party").
As at the date of the Notice of AGM, the Concert Party has a combined interest
in 41,780,673 Ordinary Shares, representing approximately 29.88 per cent. of
the Existing Issued Share Capital.
Any purchases by the Company of its own Ordinary Shares will reduce the Issued
Share Capital and may thereby increase the Concert Party's holding to 30 per
cent. or more of the resultant Issued Share Capital.
Under Rule 9 of the Takeover Code, when any person acquires an interest in
shares which (taken together with shares in which the person or any person
acting in concert with that person is interested) carry 30 per cent. or more
of the voting rights of a company, such person shall extend offers to the
holders of the other shares in company. Under Rule 37.1 of the Takeover Code,
when a company redeems or purchases its own voting shares, any resulting
increase in the percentage of shares carrying voting rights in which a person
or group of persons acting in concert is interested will be treated as an
acquisition for the purpose of Rule 9. Subject to prior consultation, the
Panel will normally waive any resulting obligation to make an offer under Rule
9 if there is a vote of independent shareholders.
The Panel has agreed to waive the obligation to make an offer that would
otherwise arise under Rule 9 as a result of the Share Buyback Programme,
subject to the approval of the Independent Shareholders. Accordingly, the
Share Buyback Resolution will be conditional on Independent Shareholders
passing on a poll the Rule 9 Waiver Resolution approving a waiver of the
obligation for the Concert Party to make a general offer pursuant to Rule 37
of the Takeover Code.
The Chairman's letter is set out in full below.
A copy of the Company's AGM Notice will shortly be available on the Company's
website www.primorusinvestments.com (www.primorusinvestments.com) . Defined
terms used in this announcement are the same as those defined in the Circular
unless the context requires otherwise.
Caution regarding forward looking statements
Certain statements in this announcement, are or may be deemed to be,
forward-looking statements. Forward-looking statements are identified by
their use of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'',
"expect", ''will'' or the negative of those, variations or comparable
expressions, including references to assumptions. These forward-looking
statements are not based on historical facts but rather on the Directors'
current expectations and assumptions regarding the Company's future growth,
results of operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. Such forward-looking
statements reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. While management
believes that these forward-looking statements are reasonable as and when
made, there can be no assurance that future developments affecting the Company
will be those that it anticipates.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
For further information please contact:
Primorus Investments plc
Matthew Beardmore, Chief Executive Officer +44 (0) 20 8154 7907
Nominated Adviser
Cairn Financial Advisers LLP +44 (0) 20 7213 0880
Sandy Jamieson/James Caithie
The below text has been extracted from the Circular without adjustment
Dear Shareholder
1. Annual General Meeting 2025
I have pleasure in enclosing the Notice of the 2025 Annual General Meeting
("AGM Notice" or "2025 AGM", as the context requires) of Primorus Investments
plc (the "Company" or "Primorus") which will be held at 11:00 a.m. on 8 July
2025 at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.
Full details of the meeting and the resolutions to be put to Shareholders are
set out in the enclosed AGM Notice (the "Resolutions") on pages 21 and 22 of
this document. An explanation of the business to be considered and voted on at
the 2025 AGM is set out in paragraph 2 (Resolutions) below.
2. Resolutions
In addition to the routine business customarily undertaken at an annual
general meeting, we are asking Shareholders to consider and, if thought fit,
approve a specific item of special business at the 2025 AGM, namely the Rule 9
Waiver.
The purpose of this document is to provide you with information about the
Resolutions, and to explain why the Board considers the Resolutions to be in
the best interests of the Company and its Shareholders as a whole.
Regarding the Rule 9 Waiver Resolution, Shareholders should note that, unless
the Rule 9 Waiver Resolution is approved at the 2025 AGM, the Rule 9 Waiver
will not become effective.
3. Rule 9 Waiver
As at the Latest Practicable Date, the Company had (i) available cash of
approximately £42,000 and no debt, and (ii) 139,830,968 Ordinary Shares in
issue.
The Company has, since its annual general meeting held in June 2022, been
granted by Shareholders the authority to make market purchases of its own
shares, subject to specific conditions relating to price and volume, in common
with many other UK public companies. The buyback authority was obtained to
allow the Company to purchase Ordinary Shares through the London Stock
Exchange if there was limited liquidity in the market, and if the Directors
considered that it was in the best interests of the Company and Shareholders
as a whole. Any purchased Ordinary Shares would be cancelled (in which case
the number of shares in issue would thereby be reduced) or, alternatively,
held as treasury shares depending on which course of action is considered by
the Directors to be in the best interests of the Company and Shareholders as a
whole at that time.
Although no purchases by the Company of its Ordinary Shares have yet been
made, the Company intends to seek Shareholder approval at the 2025 AGM to be
held on 8 July 2025 of a new buyback authority for the Company to make on
market purchases of up to 40 per cent. of its Issued Share Capital implemented
by way of share buyback (the "Share Buyback Authority"). Accordingly, the AGM
Notice convening the 2025 AGM, which is set out on pages 21 and 22 of this
document, sets out a resolution to be proposed to seek Shareholder approval of
the Share Buyback Authority ("Share Buyback Resolution").
The Company has agreed with the Panel that the following persons are acting in
concert in relation to the Company: Rupert Labrum and Hedley Clark, being the
Executive Chairman and a Non-Executive Director respectively. Accordingly they
(together with their close relatives and the related trusts of any of them)
make up a concert party as defined by the Takeover Code (the "Concert Party").
As at the date of this document, the Concert Party has a combined interest in
41,780,673 Ordinary Shares, representing approximately 29.88 per cent. of the
Existing Issued Share Capital. Further information on the Concert Party and
its holdings are set out in paragraph 6 of this Part I and paragraph 4 of Part
II of this document.
Any purchases by the Company of its own Ordinary Shares will reduce the Issued
Share Capital and may thereby increase the Concert Party's holding to 30 per
cent. or more of the resultant Issued Share Capital.
Under Rule 9 of the Takeover Code, when any person acquires an interest in
shares which (taken together with shares in which the person or any person
acting in concert with that person is interested) carry 30 per cent. or more
of the voting rights of a company, such person shall extend offers to the
holders of the other shares in company. Under Rule 37.1 of the Takeover Code,
when a company redeems or purchases its own voting shares, any resulting
increase in the percentage of shares carrying voting rights in which a person
or group of persons acting in concert is interested will be treated as an
acquisition for the purpose of Rule 9. Subject to prior consultation, the
Panel will normally waive any resulting obligation to make an offer under Rule
9 if there is a vote of independent shareholders.
The Panel has agreed to waive the obligation to make an offer that would
otherwise arise under Rule 9 as a result of the Share Buyback Programme,
subject to the approval of the Independent Shareholders. Accordingly, the
Share Buyback Resolution will be conditional on Independent Shareholders
passing on a poll the Rule 9 Waiver Resolution approving a waiver of the
obligation for the Concert Party to make a general offer pursuant to Rule 37
of the Takeover Code.
The purpose of this document is to provide you with the background to the Rule
9 Waiver, explain why the Independent Director considers the Rule 9 Waiver and
the Share Buyback Authority to be in the best interests of the Company and the
Independent Shareholders as a whole, and sets out the action required to be
taken by Shareholders.
This document also contains the AGM Notice convening the 2025 AGM, at which
the Rule 9 Waiver Resolution referred to above will be proposed.
The 2025 AGM is to be held at 11:00 a.m. on 8 July 2025 at Sackville House, 55
Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.
4. Share Buyback Programme
At the 2024 AGM, the Company was given authority by Shareholders to purchase
up to 34,957,742 Ordinary Shares in aggregate (being 25 per cent. of the then
number of Ordinary Shares in issue). The Directors have previously sought
buyback authorities to allow the Company to purchase Ordinary Shares through
the London Stock Exchange if there was limited liquidity in the market, should
the Directors consider it to be in the best interests of the Company and
Shareholders as a whole. To date, the Company has not completed any buyback of
Ordinary Shares pursuant to a share buyback authority.
There are no proposed management incentivisation arrangements as part of the
Share Buyback Programme.
The Directors intend to seek Shareholders' consent to renew the buyback
authority at the 2025 AGM. The terms of the Share Buyback Resolution to be
proposed at the 2025 AGM are that the Company be authorised to make on market
purchases or tender offer of up to 55,932,387 Ordinary Shares representing 40
per cent. of its Existing Issued Share Capital. The minimum price that can be
paid for an Ordinary Share is 0.2p, being the nominal value of an Ordinary
Share. The maximum price that can be paid is the higher of: (i) 5 per cent.
over the average of the middle market prices for an Ordinary Share, derived
from the Daily Official List of the London Stock Exchange, for the five
business days immediately before the day on which the Ordinary Share is
contracted to be purchased; and (ii) the higher of the price of the last
independent trade, and the highest current independent bid on the trading
venue where the purchase is carried out.
The Company will be under no obligation to buyback the maximum number of
Ordinary Shares that the Share Buyback Authority allows and will consider the
best course of action for the Company in light of the prevailing share price
and investment opportunities at the relevant time.
The Board reserves the right to decide how much, if any, of the Issued Share
Capital the Company will buyback under the Share Buyback Authority and may
decide to not to implement the Share Buyback Programme entirely if the Board
decides that it would not be in the best interests of the Company and
Shareholders as a whole.
5. Takeover Code
5.1 Application of the Code
The proposed Share Buyback Authority gives rise to certain considerations
under the Takeover Code. The Takeover Code is issued and administered by the
Takeover Panel. The Takeover Code applies to all takeover and merger
transactions, however effected, where the offeree company is, among other
things, a listed or unlisted public company resident in the United Kingdom,
the Channel Islands or the Isle of Man (and to certain categories of private
limited companies). The Company is a public company registered in the United
Kingdom with its Ordinary Shares admitted to trading on AIM and its
Shareholders are therefore entitled to the protections afforded by the
Takeover Code.
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code,
any person who acquires an interest in shares which, taken together with
shares in which that person or any person acting in concert with that person
is interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Code is normally required to make an offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in aggregate carry not less than 30 per
cent. of the voting rights of such a company but does not hold shares carrying
more than 50 per cent. of the voting rights of the company, an offer will
normally be required if any further interests in shares carrying voting rights
are acquired by such person or any person acting in concert with that person.
An offer under Rule 9 must be made in cash at the highest price paid by the
person required to make the offer, or any person acting in concert with such
person, for any interest in shares of the company during the 12 months prior
to the announcement of the offer.
Accordingly, pursuant to Rule 37 of the Takeover Code, if the Company was to
acquire Ordinary Shares pursuant to the proposed Share Buyback Authority which
resulted in the increase to the percentage of the voting rights which the
Concert Party is considered to be interested in to 30 per cent. or more of the
Issued Share Capital, the Concert Party may be required to make a general cash
offer to all other Shareholders to acquire their Ordinary Shares, unless such
obligation has been waived by the Takeover Panel, subject to the approval of
Independent Shareholders.
5.2 Panel Waiver
To enable the Company to buyback Ordinary Shares pursuant to the proposed
Share Buyback Authority without triggering a mandatory offer obligation for
the Concert Party, the Company has consulted with the Takeover Panel, which
has agreed to waive the requirement, subject to the approval of Independent
Shareholders, for the Concert Party and individual members of the Concert
Party to make a general offer to all Shareholders under Rule 9 of the Takeover
Code in circumstances where the Concert Party or individual Concert Party
member holding increases to 30 per cent. or more of the Issued Share Capital.
If the maximum number of Ordinary Shares (being 55,932,387 Ordinary Shares)
are bought back and cancelled by the Company pursuant to the proposed Share
Buyback Authority and assuming that: (i) no members of the Concert Party
participate in the Share Buyback Programme; (ii) no further Ordinary Shares
are issued by the Company; and (iii) there are no other changes in the Concert
Party holding, then the Concert Party would, in aggregate, be considered to be
interested in Ordinary Shares carrying a maximum of 49.80 per cent. of the
resultant Issued Share Capital, which is the highest possible percentage of
the Issued Share Capital the Concert Party would hold if the Share Buyback
Authority is exercised in full.
In addition, based on the assumptions noted above, Rupert Labrum, Chairman of
the Company, and his close relatives would, in aggregate, be considered to be
interested in Ordinary Shares carrying a maximum of 43.42 per cent. of the
resultant Issued Share Capital, which is the highest possible percentage of
the Issued Share Capital Rupert Labrum and his close relatives could obtain if
the Share Buyback Authority is exercised in full.
If the Rule 9 Waiver is approved, then the Concert Party will not be required
to make an offer as a result of the implementation of the Share Buyback
Authority. The proposed Share Buyback Authority will expire at the end of the
next annual general meeting of the Company following the 2025 AGM or 12 months
from the passing of the Share Buyback Resolution, whichever is the earlier.
Accordingly, the obligations under Rule 9 of the Takeover Code would be waived
in relation to any exercise of the Share Buyback Authority. Following
completion of the Share Buyback Programme, the members of the Concert Party
will be interested in Ordinary Shares carrying in aggregate more than 30 per
cent. of the voting rights of the Company but will not hold shares carrying
more than 50 per cent. of the voting rights of the Company. For so long as
they continue to be acting in concert, any increase in their aggregate
interest in Ordinary Shares will be subject to the provisions of Rule 9 and
the other provisions of the Takeover Code.
Whether or not the Rule 9 Waiver is approved, the Concert Party will not be
restricted from making an offer for the Company.
5.3 Concert Party Intentions
The Concert Party has confirmed to the Company that it is not proposing,
following any increase in the percentage interests in the Issued Share Capital
in which it is considered to be interested as result of the Share Buyback
Programme, to seek any change in the general nature of the Company's business.
The Concert Party has further confirmed that it has no intention to change the
Company's plans with respect to: (i) the composition of the Board, nor the
Company's plans with respect to the continued employment of employees and
management of the Company (including any material change in conditions of
employment) or any material change to the balance of skills and functions of
the employees and management; (ii) the Company's future business and its
strategic and development plans; (iii) the location of the Company's
headquarters or headquarter functions or the location of the Company's place
of business; (iv) employer contributions into any of the Company's pension
schemes, the accrual of benefits for existing members, nor the admission of
new members; (v) redeployment of the Company's fixed assets; or (vi) the
continuation of the Ordinary Shares being admitted to trading on AIM.
6. Background to and details of the Concert Party
6.1 Information on the Concert Party
The Concert Party Directors were both appointed to the Company after a
requisition notice was presented to the Company on behalf of Rupert Labrum
under section 303 of the CA 2006 in September 2020 to remove the then
directors of the Company and replace them with the Concert Party Directors, as
announced by the Company on 23 September 2020. The requisition notice was
withdrawn, and the Concert Party Directors were appointed to the Board on 27
October 2020, along with Matthew Beardmore with the previous directors
resigning from the Board at the same time or shortly thereafter. The Panel has
agreed with the Company that Matthew Beardmore is not a member of the Concert
Party.
Rupert Labrum, Executive Chairman, is a former investment banker, who retired
after a successful career in the City of London. He was involved with Treasury
and funding operations of international banks and building societies. He
worked as a fund manager at Gartmore Investment Management and previously ran
a proprietary derivatives trading desk at Deutsche Bank. Over the last several
years, Mr Labrum has been an active investor in multiple private and publicly
quoted companies. He has held notifiable positions in several AIM-quoted
companies and is the Company's largest shareholder.
Hedley Clark, Non-Executive Director, is a Fellow of the Institute of
Chartered Accountants in England and Wales. After nine years working in
private practice, the last five at KPMG, he left to take up senior financial
and management roles in various companies where he gained a wealth of
international business experience. This included two successful start-ups.
Until the recent sale of the business, for the last 12 years, Mr Clark's
principal role had been as the Managing Director of Credence Background
Screening Limited, a successful background screening company which, since his
initial involvement in 2009, saw significant revenue and profits growth.
6.2 Current interests of the Concert Party
Table 1 below sets out the interests of each member of the Concert Party. Each
member listed in Table 1 below are together considered to be acting in concert
for the purposes of the Takeover Code and therefore form the Concert Party.
As at the date of this document, the Concert Party is considered to be
interested in Ordinary Shares equating to an aggregate of 29.88 per cent. of
the issued share capital of the Company. As at the date of this document, no
other persons with whom the Concert Party is deemed to be acting in concert,
including those persons and entities referred to below, had any interests in
Ordinary Shares. The current interests of the individual members of the
Concert Party in the Ordinary Shares are set out below:
Table 1
Shareholder Current Shareholding % shareholding(3)
Rupert Labrum 29,000,000 20.74%
Susan Labrum(1) 3,500,000 2.50%
Lucy Labrum(1) 1,275,000 0.91%
Georgina Labrum(1) 2,650,000 1.90%
Elizabeth Clark(2) 1,745,550 1.25%
Hedley Clark 2,010,123 1.44%
Harmim(2) 1,600,000 1.14%
Total 41,780,673 29.88%
( )
( )
( )
( )
( )
( )
( )
( )
( )
( )
(1) Susan Labrum is the spouse of Rupert Labrum, and Georgina Labrum and Lucy
Labrum are the adult children of Rupert and Susan.
(2) Elizabeth Clark is the spouse of Hedley Clark, and Harmim is a company in
which Hedley and Elizabeth Clark are directors and shareholders.
(3) Represented as a percentage of the Existing Issued Share Capital.
As at the Latest Practicable Date, Rupert Labrum and his close relatives are
considered to be interested in Ordinary Shares equating to an aggregate of
26.05 per cent. of the issued share capital of the Company.
6.3 Maximum interests of the Concert Party following the Buyback
If the maximum number of Ordinary Shares (being 55,932,387 Ordinary Shares)
are bought back and cancelled by the Company pursuant to the proposed Share
Buyback Authority and assuming that: (i) no members of the Concert Party
participate in the Share Buyback Programme; (ii) no further Ordinary Shares
are issued by the Company; and (iii) there are no other changes in the Concert
Party holding, then the Concert Party would, in aggregate, be considered to be
interested in Ordinary Shares carrying a maximum of 49.80 per cent. of the
resultant Issued Share Capital, which is the highest possible percentage of
the Issued Share Capital the Concert Party could obtain if the Share Buyback
Authority is exercised in full.
Based on the assumptions noted above, Rupert Labrum and his close relatives
would, in aggregate, be considered to be interested in Ordinary Shares
carrying a maximum of 43.42 per cent. of the resultant Issued Share Capital,
which is the highest possible percentage of the Issued Share Capital Rupert
Labrum and his close relatives could obtain if the Share Buyback Authority is
exercised in full.
Table 2 below sets out the shareholdings and maximum voting rights of each
member of the Concert Party in this event.
Table 2
Shareholder Current Shareholding % shareholding(3)
Rupert Labrum 29,000,000 34.57%
Susan Labrum(1) 3,500,000 4.17%
Lucy Labrum(1) 1,275,000 1.52%
Georgina Labrum(1) 2,650,000 3.16%
Elizabeth Clark(2) 1,745,550 2.08%
Hedley Clark 2,010,123 2.40%
Harmim(2) 1,600,000 1.91%
Total 41,780,673 49.80%
7. 2025 AGM
You will find at the end of this document the AGM Notice convening the 2025
AGM, to be held at 11:00 a.m. on 8 July 2025 at Sackville House, 55 Buckhurst
Avenue, Sevenoaks, Kent TN13 1LZ to consider and, if thought appropriate, pass
the Resolutions set out therein.
The Rule 9 Waiver Resolution proposes to approve the Rule 9 Waiver
conditionally granted by the Takeover Panel for the disapplication of Rule 9
following the undertaking by the Company of the Share Buyback Programme
(whether in whole or in part). The Takeover Panel has confirmed that, subject
to the Rule 9 Waiver Resolution being passed by the requisite majority of
Independent Shareholders on a poll, no mandatory bid obligation would apply to
the Concert Party (or any other persons with whom it may be acting in concert)
under Rule 9 which would otherwise arise by virtue of the Share Buyback
Programme. The Rule 9 Waiver Resolution seeks the approval of the Panel Waiver
by Independent Shareholders.
The Rule 9 Waiver Resolution will be proposed as an ordinary resolution. In
accordance with the requirements of the Takeover Code, no members of the
Concert Party nor any persons with who are considered to be acting in concert
with the Concert Party are permitted to vote on the Rule 9 Waiver Resolution.
8. Action to be taken
Please submit your hard copy proxy form by post or by hand to Share Registrars
Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX by no
later than 11:00 a.m. on 4 July 2025 or 48 hours (excluding any part of a day
that is not a working day) before the time fixed for any adjourned meeting.
Alternatively, Shareholders are recommended to use the Company's registrars
online proxy voting service. This service is free to use, and Shareholders can
register their vote(s) for the 2025 AGM by visiting www.shareregistrars.uk.com
(http://www.shareregistrars.uk.com) , clicking on the "Proxy Vote" button and
then following the on-screen instructions (you can locate your user name and
access code on the top of the proxy form).
If you require a hard copy Form of Proxy (or assistance with how to complete,
sign and return it) please call Share Registrars Limited on +44 (0)1252
821390. Calls are charged at the standard geographic rate and will vary by
provider. Calls from outside the UK will be charged at the applicable
international rate. Lines are open 9:00 a.m. to 5:00 p.m., Monday to Friday,
excluding public holidays in England and Wales.
If you hold Ordinary Shares in uncertificated form (i.e. in CREST), you may
appoint a proxy for the 2025 AGM by completing and transmitting a CREST Proxy
Instruction in accordance with the procedures set out in the CREST Manual
issued by Euroclear UK & International Limited so that it is received by
Share Registrars Limited (under CREST Participation ID 7RA36) by no later than
11:00 a.m. on 4 July 2025. The time of receipt will be taken to be the time
from which the registrars are able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST.
You are encouraged to appoint the Chairman of the 2025 AGM as your proxy.
9. Recommendation
The Independent Director, Matthew Beardmore, who has been so advised by Cairn,
considers the Rule 9 Waiver and Share Buyback Authority to be fair and
reasonable and in the best interests of the Independent Shareholders and the
Company as a whole. Accordingly, the Independent Director recommends that
Independent Shareholders vote, or procure the vote, in favour of the Rule 9
Waiver Resolution and Share Buyback Resolution (as set out in the AGM Notice)
to be proposed at the 2025 AGM. In providing advice to the Independent
Director, Cairn has taken into account the Independent Director's commercial
assessments.
In accordance with the provisions of the Takeover Code, the Concert Party
Directors (being members of the Concert Party), being Rupert Labrum and Hedley
Clark, are considered to be interested in the outcome of the Rule 9 Waiver
Resolution and, accordingly, each of them will not vote on the Rule 9 Waiver
Resolution.
Thank you, on behalf of the Board, for your continued support of Primorus.
Yours faithfully
Rupert Labrum
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Publication and despatch of the document and Form of Proxy 13 June
Latest date to return Forms of Proxy for the 2025 AGM 11:00 a.m. on 4 July
Annual General Meeting 11:00 a.m. on 8 July
2026
Completion of the Share Buyback Programme By 8 July or, if earlier, at the conclusion of the next annual general meeting
of the Company
Notes:
(1) Each of the times and dates set out in the above timetable and
mentioned in this document are subject to change by the Company, in which
event details of the new times and dates will be notified by an announcement
through a Regulatory Information Service.
(2) References to times in this document are to London times unless
otherwise stated.
DEFINITIONS
"£", "p" or "pence" the legal tender of the United Kingdom from time to time;
"2024 AGM" the annual general meeting of the Company held on 28 June 2024;
"2024 Share Buyback Authority" the general authority for the Company to make market purchases of up to
34,957,742 Ordinary Shares implemented by way of share buyback, granted
pursuant to the passing of a share buyback resolution at the 2024 AGM;
"2025 AGM" the annual general meeting of the Company to be held at 11:00 a.m. on 8 July
2025 at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ;
"AGM Notice" the notice of the 2025 AGM set out in Part III of the document;
"AIM" the market of that name operated by the London Stock Exchange;
"Board" the board of directors of the Company;
"CA 2006" the Companies Act 2006, as amended;
"Cairn" Cairn Financial Advisers LLP, incorporated as a limited liability partnership
registered in England with partnership number OC351689, Rule 3 adviser to the
Company under the Takeover Code;
"certificated" a share or other security which is not in uncertificated form (that is, not in
CREST);
"Company" or "Primorus" Primorus Investments plc, a company incorporated in England and Wales with
registered number 03740688;
"CREST Regulations" The Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"CREST" 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 UK & International Limited;
"Concert Party" Rupert Labrum and Hedley Clark, being the Concert Party Directors, together
with their close relatives and Harmim;
"Concert Party Directors" Rupert Labrum and Hedley Clark;
"Directors" Rupert Labrum, Matthew Beardmore, Hedley Clark, and any reference to a
"Director" shall mean any one of them;
"document" this document dated 13 June 2025;
"Existing Issued Share Capital" the 139,830,968 Ordinary Shares in issue as at the Latest Practicable Date;
"FCA" the Financial Conduct Authority of the United Kingdom;
"Form of Proxy" the form of proxy accompanying this document for use at the 2025 AGM;
"Harmim" Harmim, a private unlimited company registered in England and Wales with
registration number 14318527, of which Hedley Clark and his wife, Elizabeth
Clark, are directors and shareholders;
"Independent Director" Matthew Beardmore;
"Independent Shareholders" Shareholders excluding members of the Concert Party;
"Issued Share Capital" the Ordinary Shares in issue from time to time;
"Latest Practicable Date" the latest practicable date prior to the publication of this document, being
12 June 2025;
"London Stock Exchange" London Stock Exchange Group plc;
"Ordinary Shares" ordinary shares of 0.2 pence each in the capital of the Company;
"Panel Waiver" the waiver granted by the Takeover Panel, conditional on the approval by
Independent Shareholders of the Rule 9 Waiver Resolution, of any obligation
which would otherwise be imposed on members of the Concert Party, either
individually or collectively, to make a general offer to all Shareholders
under Rule 9 of the Takeover Code, as a result of market purchases made
pursuant to the exercise of the Share Buyback Authority;
"Registrars" Share Registrars Limited, the Company's registrars;
"Regulatory Information Service" or "RIS" any channel recognised as a channel for the dissemination of information
pursuant to the AIM Rules;
"Resolutions" the resolutions numbered 1 to 9 to be proposed at the 2025 AGM, the full text
of which are set out in the AGM Notice, and "Resolution" shall mean any of
them;
"Rule 9 Waiver Resolution" Resolution 6 set out in the AGM Notice, which is to be voted on by the
Independent Shareholders in relation to the Rule 9 Waiver;
"Rule 9 Waiver" or "Waiver" the waiver of the obligations of the Concert Party to make a general offer for
the Company under Rule 9 of the Takeover Code which may otherwise arise as a
consequence of the Share Buyback Programme, granted by the Panel, conditional
upon approval of the Independent Shareholders voting on a poll;
"Rule 9" Rule 9 of the Takeover Code;
"Share Buyback Authority" the general authority for the Company to make on market purchases or tender
offer of up to 40 per cent. of its Issued Share Capital implemented by way of
share buyback, conditional on the passing of the Share Buyback Resolution;
"Share Buyback Programme" the share buyback programme the Company may wish to undertake, conditional on
the Share Buyback Authority;
"Share Buyback Resolution" Resolution 9 set out in the AGM Notice;
"Shareholders" the holders of Ordinary Shares from time to time;
"Takeover Code" the City Code on Takeovers and Mergers, administered by the Takeover Panel;
"Takeover Panel" The Panel on Takeovers and Mergers;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; and
"uncertificated" or "in uncertificated form" securities recorded on a register of securities maintained by Euroclear UK
& International Limited in accordance with the CREST Regulations as being
in uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST.
All references to legislation or regulation in the document are to the
legislation of England and Wales unless the contrary is indicated. Any
reference to any provision of any legislation or regulation in the document
shall include any amendment, modification, supplement, re-enactment, or
extension thereof.
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