REG - Sancus Lending Group - Amendments to ZDPs & Bonds and ZDP Tender Offer
Wed 07:00
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RNS Number : 3033L Sancus Lending Group Limited 04 June 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER
JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE
IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
4 June 2025
Sancus Lending Group Limited
("Sancus" the "Company" or the "Group")
Proposed amendments to ZDP Shares & Bonds
Tender Offer for ZDP Shares
Issue of New Bonds
Related Party Transactions
and
Update on Current Trading
Sancus Lending Group Limited (AIM: LEND) provides an update on its current
trading and announces a series of inter-conditional proposals designed to
simplify the Company's capital structure, enhance financial flexibility, and
support its strategic plan for growth and profitability. These proposals,
which are subject to approval at shareholder meetings scheduled for 24 June
2025, include amendments to the Company's Zero Dividend Preference Shares
("ZDPs"), a Tender Offer to acquire certain ZDPs, and related amendments to
the Company's Bonds.
Proposed enhancement to Capital Structure
The Company is proposing to amend the terms of the ZDPs by extending their
maturity date from 5 December 2027 to 5 December 2030 and suspend the accrual
of further capital growth in the ZDPs from the date of shareholder approval,
expected to be 24 June 2025. Under the amended terms, the final capital
entitlement of the ZDPs would be fixed at 209.90 pence per share, payable in
2030, subject to the Company meeting the statutory solvency test under
Guernsey law at that time. These amendments are intended to reduce the
Company's future financial obligations and enable better deployment of cash
resources in the medium term.
Concurrently, the Company is launching a Tender Offer to acquire up to
1,257,937 ZDPs, representing 100% of the issued ZDPs not held by Somerston
Group Limited ("Somerston"), the Company's majority shareholder. The Tender
Price of 120.00 pence per ZDP share, represents a premium of approximately 11%
to the price at which ZDPs were bought by the Company in December 2024 in
connection with the delisting of the ZDPs and a discount of approximately 43%
to the theoretical 2030 Final Capital Entitlement. The Tender Offer provides
liquidity to ZDP Shareholders who wish to exit their investment early, while
also reducing the Company's outstanding capital obligations. The Tender Offer
is expected to complete on or around 24 June 2025 and will be funded through a
conditional subscription by Somerston Fintech for new unsecured bonds
equivalent to the maximum amount to be tendered, further details of which are
set out below. Philip J Milton, which owns 16.3% of the Company's ordinary
shares and 22.1% of the ZDPs, has irrevocably undertaken to tender all of the
ZDPs held by it in the Tender Offer.
To fund the Tender Offer, the Company proposes a conditional bond issue,
whereby Somerston Fintech will subscribe for New Bonds equivalent to the value
of ZDPs validly tendered. The New Bonds will be issued on the same terms as
existing bonds due on 31 December 2027, but will include a new payment-in-kind
("PIK") interest option allowing interest to accrue and be paid on maturity at
an enhanced rate of 8.5% per annum. Additionally, the Company is seeking
written approval from existing Bondholders to adopt this optional PIK feature
across all Bonds, with Somerston Fintech (holding over 80% of bonds) having
committed to vote in favour.
A circular (including the Notice of Class Meetings, Notice of EGM, Tender Form
and Forms of Proxy) (the "ZDP Circular") will be posted to Ordinary
Shareholders and ZDP Shareholders later today and will also be available on
the Company's website at: www.sancus.com
(https://url.avanan.click/v2/___http:/www.sancus.com___.YXAxZTpzaG9yZWNhcDphOm86YjM4ZDAwOGViMDI3Mzg2NDRmNjg3YjE1ZDY5ODQwMjU6NjpiMzZjOmNiOGNhN2UxNDA1Nzk5MDMzZjQyMTIyMTE5MWI1OGRjMjI4MGY1MjgwOGUxNDdmOTNlMTEwMGE1NTNmMjdlZDI6cDpGOk4)
.
A circular (including the Bondholder Resolution) (the "Bond Circular" and
together with the ZDP Circular, the "Circulars") will be posted to Bondholders
later today and will also be available on the Company's website
at: www.sancus.com
(https://url.avanan.click/v2/___http:/www.sancus.com___.YXAxZTpzaG9yZWNhcDphOm86YjM4ZDAwOGViMDI3Mzg2NDRmNjg3YjE1ZDY5ODQwMjU6NjpiMzZjOmNiOGNhN2UxNDA1Nzk5MDMzZjQyMTIyMTE5MWI1OGRjMjI4MGY1MjgwOGUxNDdmOTNlMTEwMGE1NTNmMjdlZDI6cDpGOk4)
.
Notices of the ZDP Class Meeting, the Ordinary Class Meeting and the
Extraordinary General Meeting of the Company to be held at the Company's
registered office, Suite 1, First Floor, Windsor House, Lower Pollet, St.
Peter Port, Guernsey, GY1 1WF, Channel Islands on 24 June 2025, commencing
respectively at 10.00 a.m., 10.05 a.m. and 10.10 a.m. (or as soon thereafter
as the preceding Meeting has been concluded or adjourned), are set out at the
ZDP Circular.
Related Party Transactions
Somerston Fintech is a related party to the Company in accordance with the AIM
Rules, specifically AIM Rule 13, by virtue of it being a Substantial
Shareholder. Accordingly, the proposed Bond Amendments in respect of the
Bonds held by Somerston Fintech and Somerston Fintech's subscription for New
Bonds pursuant to the Conditional Bond Issue are related party transactions
for the purpose of the AIM Rules. Furthermore, the proposed ZDP Amendments
in respect of the ZDP Shares held by Somerston Fintech is a related party
transaction for the purpose of the AIM Rules.
Philip J Milton is a related party to the Company in accordance with the AIM
Rules, by virtue of it being a Substantial Shareholder. Accordingly, the
proposed ZDP Amendments in respect of the ZDP Shares held by Philip J Milton
is a related party transaction for the purpose of the AIM Rules.
Furthermore, Philip J Milton's agreement to tender all of its ZDP Shares in
the Tender Offer is also a related party transaction for the purposes of the
AIM Rules.
The Independent Directors consider, having consulted with the Company's
nominated adviser, Shore Capital, that each of the terms of: (i) the proposed
Bond Amendments in respect of the Bonds held by Somerston Fintech; (ii)
Somerston Fintech's participation in the Conditional Bond Issue; (iii) Philip
J Milton's participation in the Tender Offer; and (iv) the ZDP Amendments in
respect of Somerston Fintech and Philip J Milton, is fair and reasonable
insofar as Ordinary Shareholders are concerned.
Current Trading
In the four months to 30 April 2025 the Company generated revenues of £5.9
million versus £4.9 million in the four months to 30 April 2024. As at 30
April 2025, the Company had written £42.4 million of new loan facilities in
the year to date versus £35.2 million in the four months to 30 April 2024.
As at 30 April 2025, loans under management were £247.9 million (31 December
2024: £237.6 million). The Company continues to experience stable credit
quality. The Board is confident of continued growth in its loan volumes for
the remainder of 2025 as it continues to work towards achieving long term
profitability.
Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the Circulars.
For further information, please contact:
Sancus Lending Group Limited +44 (0)1481 708280
Rory Mepham, Chief Executive Officer
Keith Lawrence, Chief Financial Officer
Shore Capital (Nominated Adviser and Broker) +44 (0)20 7408 4050
Tom Griffiths / George Payne (Corporate Advisory)
Guy Wiehahn (Corporate Broking)
Instinctif Partners (PR Adviser) +44 (0)20 7457 2020
Hannah Scott
Augustine Chipungu
Apex Fund and Corporate Services (Guernsey) Limited +44 (0)20 3530 3696
Nikita Pingale
Aoife Bennett
LETTER FROM THE CHAIRMAN OF SANCUS CONTAINED IN THE ZDP CIRCULAR
1 Introduction
The Board today announced Proposals to simplify the Company's capital
structure. The Proposals comprise amendments to the Company's ZDP Shares,
being the extension of the maturity date to 5 December 2030 and the suspension
of the rate of capital growth on the ZDP Shares (the "ZDP Amendments"), and a
Tender Offer for 100 per cent. of the issued ZDP Shares (excluding ZDP Shares
held in treasury) that are not already held by Somerston, the Company's
largest Shareholder (the "Tender Offer" and, together with the ZDP Amendments,
the "Proposals"). The Tender Offer is being funded by a subscription by
Somerston of New Bonds.
Separately today, the Board has also announced proposals, subject to the
approval of holders of the Company's 8 per cent. unsecured bonds due 2027 (the
"Bonds"), for amendments to the Bond Instrument constituting the Bonds. The
Company is seeking to introduce an option to enable Bondholders, if they wish,
to receive interest on some or all of their holding of Bonds upon the
repayment of such Bonds on the Maturity Date (the "PIK Option"). Interest
would be rolled up and paid on maturity rather than paid in cash at each
quarterly interest payment date. Bondholders who elect for the PIK Option
will receive an increased interest rate of 8.5 per cent. per annum on the
relevant Bonds. The Bond Amendments have the support of Somerston Group, the
Company's largest Shareholder. Somerston Fintech holds 82.1 per cent. of the
principal amount outstanding of the Bonds. Somerston Fintech is entitled to
vote on the Bondholder Resolution and has undertaken to vote in favour of the
Bondholder Resolution in respect of its holding of Bonds. The majority
required for the Bondholder Resolution to be passed is 75 per cent. in
principal amount of the Bonds outstanding and, accordingly, the Bondholder
Resolution is expected to be passed.
Together, these proposals are intended to simplify the Company's capital
structure and enhance its corporate flexibility, including to reduce and
manage the Company's future obligation to pay the Final Capital Entitlement in
respect of the ZDP Shares, and free up nearer-term cash resources for the
Group to pursue management's growth and profitability plan.
The ZDP Amendments require the approval of both Ordinary Shareholders and ZDP
Shareholders at the Meetings and the making of the Tender Offer requires the
approval of Ordinary Shareholders at the Extraordinary General Meeting.
The Proposals are inter-conditional and include elements that require the
approval of Ordinary Shareholders and ZDP Shareholders at the Meetings. The
purpose of the Circularis to provide Ordinary Shareholders and ZDP
Shareholders with details of the Proposals and to set out the reasons why the
Board recommends that you vote in favour of the Proposals. Each of Somerston
Fintech and Philip J Milton is entitled to vote on the Proposals and has
irrevocably undertaken to vote in favour, so each of the Resolutions to be
proposed at the Meetings is expected to be passed. The Circular also
contains the terms and conditions of the Tender Offer, together with details
of how ZDP Shareholders can tender ZDP Shares for purchase, if they wish to do
so.
2 Company overview and trading update
On 1 April 2025, the Company published its audited annual results for the year
ended 31 December 2024. The annual results are available on the Company's
website (www.sancus.com
(https://url.avanan.click/v2/___http:/www.sancus.com___.YXAxZTpzaG9yZWNhcDphOm86OTY5ZWUyZGU1NWU1NGE4NDdlYjIwYTIzMjc2NDEyZTc6NjpkMjJkOmU3ZTg2M2Y2NDRiNWExMGU4ODAwZDQ1Zjk0NjllZGRmM2VkZDU3YjFhOGJhYmM1ZTY2YTM3ZDRjMjVlYjkxOTQ6cDpUOk4)
) and some highlights are extracted below.
"During the year, the Company achieved a £35.5 million (18 per cent.)
increase in assets under management to £237.6m (2023: £202.1m). This
helped the Company deliver a 36 per cent. growth in Group revenue to £16.8m
(2023: £12.3m) and reduce its operating loss to £2.3m in 2024, from £9.8m
in 2023. The Company reported a profit before tax of £0.1m, also helped by
other net gains of £2.7m (2023: £0.0m), primarily reflecting the gains on
the buy-back of ZDP Shares. While the Company has much work to do in order
to deliver sustained operating profitability, these results and the benefits
of actions taken in the year to improve the positioning of the business gives
the Board confidence that the Company now has the platform from which to
deliver profitable growth and accelerate its strategic progress."
Since the Company's results for the year ended 31 December 2024, the Company
has continued to trade in line with the Board's expectations.
In the four months to 30 April 2025 the Company generated revenues of £5.9
million versus £4.9 million in the four months to 30 April 2024. As at 30
April 2025, the Company had written £42.4 million of new loan facilities in
the year to date versus £35.2 million in the four months to 30 April 2024.
As at 30 April 2025, loans under management were £247.9 million (31 December
2024: £237.6 million). The Company continues to experience stable credit
quality. The Board is confident of continued growth in its loan volumes for
the remainder of 2025 as it continues to work towards achieving long term
profitability.
3 The ZDP Amendments
3.1 Background to and reasons for the ZDP Amendments
The Company currently has two classes of Shares in issue; Ordinary Shares and
ZDP Shares. The Ordinary Shares have been admitted to trading on AIM since
August 2005. The ZDP Shares were issued in December 2014 and were traded on
the main market of the London Stock Exchange between October 2015 and December
2024. As at the date of the Circular, the Company's issued share capital
comprises 584,138,346 Ordinary Shares 1 and 4,419,923 ZDP Shares 2 .
The ZDP Shares are non-participating and non-voting (except in certain limited
circumstances, including at the ZDP Class Meeting and on Resolution 1 at the
Extraordinary General Meeting) but carry the right to the repayment of a Final
Capital Entitlement on the ZDP Maturity Date. The ZDP Maturity Date is
currently 5 December 2027, on which date the holders of ZDP Shares are
entitled to receive from the Company 253.32 pence for each ZDP Share that they
hold, which would represent a return on the issue price of the ZDP Shares
equivalent to 5.5 per cent. per annum up to and including 5 December 2019; 8
per cent. per annum from 6 December 2019 to 5 December 2022, and 9 per cent.
per annum from 6 December 2022 to 5 December 2027. The Final Capital
Entitlement is to be paid by way of the redemption of the ZDP Shares, and
under the Articles and applicable company law the Company may only redeem such
Shares to the extent that the Board is comfortable that, after such
redemption, the Company can satisfy the solvency test prescribed by Guernsey
company law.
The Board believes there is a risk that the Company may not have sufficient
cash resources to pay the 2027 Final Capital Entitlement in full in a manner
that would satisfy the solvency test set out under Guernsey company law. The
Board believes that the management of the Company's cash resources in order to
have sufficient liquidity in 2027 would be prejudicial to the development of
its business and the move to sustainable profitability. Furthermore,
alternative sources of debt or equity financing may be unlikely to be
available, or be available on preferential terms. If the Proposals are not
approved therefore, the Company may be forced to dispose of certain assets on
disadvantageous terms, potentially resulting in losses, in order to meet the
2027 Final Capital Entitlement in full.
In the event that the Company cannot redeem the ZDP Shares on the maturity
date, the ZDP holders do not have any rights to force redemption. If the
Proposals are approved, the ZDP Shares will not accrue any further capital
growth, which should be considered by ZDP Shareholders when assessing whether
to accept the Tender Offer.
The Company has, in the past, utilised available cash funds to acquire ZDP
Shares (through on-market buybacks and tender offers) with a view to reducing
the quantum of the Final Capital Entitlement. The most recent ZDP buyback
exercise took place in December 2024 in connection with the delisting of the
ZDP Shares.
Somerston Group, the Company's majority Ordinary Shareholder, is also a major
ZDP Shareholder and has also acquired further ZDP Shares in recent years. As
at the date of the Circular, Somerston holds 71.5 per cent. of the ZDP Shares
in issue (excluding shares held in treasury).
As noted in paragraph 5.2 below, the Company believes that the Bonds offer
corporate financing at a relatively attractive rate compared to the ZDP
Shares. The PIK Option proposed to be introduced to the Bonds is expected to
result in cashflow benefits for the Company, reducing its quarterly cash
payment requirements and allowing cash to be deployed more effectively.
The Board believes that the Company will benefit from a simpler capital
structure with funding available from the Bonds and a decreased emphasis on
the ZDP Shares, with all or a majority of those remaining in issue being held
by Somerston. Accordingly, the Company is proposing the suspension of the
rate of capital growth on the ZDP Shares and their extension to December 2030
but, by way of the Tender Offer, allowing ZDP Shareholders the opportunity to
exit their investment.
The Board believes that the Proposals are in the best interests of both
classes of Shareholder.
ZDP Shareholders who wish to continue to hold ZDP Shares, as amended, may do
so. As noted in paragraph A.1 of Part 5 of the Circular, UK resident ZDP
Shareholders should generally not be treated as making a disposal for the
purposes of UK taxation of chargeable gains as a result of the ZDP Amendments.
It is important to note that the discussion of the tax treatment contained in
Part 5 of the Circularis intended only as a general and non-exhaustive summary
of the expected tax treatment and ZDP Shareholders are advised to seek
independent professional advice as to the tax consequences for them of the
Proposals. Nothing in this announcement or the Circular constitutes or should
be construed or relied upon as legal or tax advice.
3.2 Key Features of the amended ZDP Shares
If the Proposals are adopted, the ZDP Shares:
· will have a repayment date of 5 December 2030;
· will see a suspension of the rate of capital growth
(currently 9 per cent. per annum) with effect from immediately following the
Meetings on 24 June 2025;
· subject to the Company having sufficient assets at
the time to satisfy the solvency test set out under Guernsey company law, will
carry the right to be paid the 2030 Final Capital Entitlement of 209.90 pence
in cash on 5 December 2030; and
· will continue to benefit from the protection
afforded by the Cover Test.
Save as set out above, the rights of the ZDP Shares following the
implementation of the Proposals will be the same as the rights of the existing
ZDP Shares. The amended rights of the ZDP Shares are set out in the New
Articles and are described in full in Part 2 of the Circular. The New Articles
are available for inspection as set out in Part 6 of the Circular.
The ability of the Company to pay the 2030 Final Capital Entitlement is
dependent on the performance of the Company's business and investments. ZDP
Shares are not a guaranteed, protected or secured investment and ZDP
Shareholders may therefore not receive their full 2030 Final Capital
Entitlement.
3.3 Adoption of the New Articles
The ZDP Amendments will be implemented by way of the adoption of the New
Articles.
The New Articles contain the amended rights attaching to the ZDP Shares as set
out in Part 2 of the Circular. The New Articles contain a right attaching to
all ZDP Shares for such ZDP Shares to be redeemed on 5 December 2030 at a
redemption price of 209.90 pence per ZDP Share (being the 2030 Final Capital
Entitlement, calculated on the basis that the rate of capital growth is
suspended with effect from 24 June 2025).
The Existing Articles and the New Articles (in the form of a comparison
document showing the changes between the two) are available for inspection as
set out in Part 6 of the Circular.
If the Proposals are approved by Shareholders, the New Articles will be
adopted on the date on which the Resolutions are passed. Following the ZDP
Amendments, ZDP Shareholders shall continue to hold ZDP Shares on the amended
terms as set out in the New Articles. In the case of any discrepancy between
the Circularand the New Articles, the terms of the New Articles will prevail.
3.4 Dealings in ZDP Shares
No new securities will be issued by the Company in connection with the ZDP
Amendments and the ZDP Shares will continue to be held by ZDP Shareholders,
albeit on the revised terms of the ZDP Amendments.
ZDP Shareholders will not receive replacement share certificates in respect of
their ZDP Shares.
Although the ZDP Shares remain freely tradeable, the ZDP Shares are not
admitted to trading on any market or stock exchange and no formal facility
(such as CREST) is available to facilitate the trading of the ZDP Shares. The
ability for ZDP Shareholders to dispose of their ZDP Shares is significantly
limited and is dependent on there being a willing buyer for those ZDP Shares
at such time.
4 The Tender Offer
4.1 Background to the Tender Offer
The Tender Offer is being made for up to be 1,257,937 ZDP Shares, being equal
to 100 per cent. of the Company's issued ZDP Shares (excluding those ZDP
Shares held in treasury and those held by Somerston). The Tender Offer is not
open to Somerston.
Each ZDP Shareholder (other than Somerston, Restricted Shareholders and
certain Overseas Shareholders as explained in paragraph 11 of Part 3 of the
Circular) may elect to sell up to 100 per cent. of their ZDP Shareholding.
The Tender Offer is being made at the Tender Price of 120.00 pence per ZDP
Share. This represents a premium of approximately 11 per cent. to the price
at which ZDP Shares were bought by the Company in December 2024 in connection
with the delisting of the ZDP Shares, and approximately 58 per cent. of the
current book value per ZDP Share of 207 pence. The Tender Price is at a
discount of approximately 43 per cent. to the theoretical 2030 Final Capital
Entitlement as set out in paragraph 3.2 above. The aggregate Tender Price,
assuming that all 1,257,937 of the ZDP Shares are validly tendered, would be
approximately £1.5 million. The Tender Offer is being funded by a
subscription by Somerston of New Bonds.
The Tender Offer is being made primarily for the benefit of the ZDP
shareholders so that they can take advantage of liquidity given that,
following the implementation of the Proposals, the ZDP Shares will not accrue
any further capital growth. As outlined above, the Board believes that there
is a risk that the Company may not have sufficient cash resources to pay the
2027 Final Capital Entitlement in full and accordingly the maturity date is
being extended as part of the Proposals. Nevertheless, there remains a risk
that the Company will not have sufficient resources to fund the 2030 Final
Capital Entitlement. This will depend on trading between now and then.
Ordinary Shareholders will benefit from the Tender Offer as a gain will be
booked on purchase between the price paid and the book value of the ZDP
Shares.
ZDP Shareholders are not obliged to tender any of their ZDP Shares and, if
they do not wish to do so, they should not complete and return a Tender Form.
Ordinary Shareholders may not participate in the Tender Offer.
4.2 Details of the Tender Offer
The Tender Offer enables those ZDP Shareholders (other than Somerston,
Restricted Shareholders and certain Overseas Shareholders) who wish to sell
some or all of their ZDP Shares to elect to do so, subject to the overall
limits of the Tender Offer. ZDP Shareholders who successfully tender ZDP
Shares will receive the Tender Price per ZDP Share.
Under the terms of the Tender Offer, ZDP Shareholders (other than Somerston,
Restricted Shareholders and certain Overseas Shareholders) will be entitled to
tender up to their Tender Entitlement, being 100 per cent. of the ZDP Shares
they hold as at the Record Date.
Subject to the satisfaction of the Conditions relating to the Tender Offer,
the Company will purchase ZDP Shares validly tendered under the Tender Offer
at the Tender Price by way of an off-market transaction. Any ZDP Shares which
the Company acquires from validly tendering ZDP Shareholders will be
cancelled. The repurchase will be made in accordance with the conditions set
out in Resolution 2 to be proposed at the EGM, including maintaining
compliance with the Cover Test.
The Tender Offer is subject to the conditions set out in paragraph 3 of Part 3
of the Circular. The Tender Offer may be terminated in certain circumstances
as set out in paragraph 9 of Part 3 of the Circular. ZDP Shareholders'
attention is drawn to Part 3 of the Circular, which (together with the Tender
Form) set out the terms and conditions of the Tender Offer, and to Part 4 of
the Circularwhich contains a summary of certain risks associated with the
Tender Offer. Details of how ZDP Shareholders will be able to tender ZDP
Shares can be found in paragraph 5 of Part 3 of the Circular.
As a matter of Guernsey Companies Law, the Board must be satisfied on
reasonable grounds, before the repurchase may be undertaken, that the Company
will satisfy the solvency test as prescribed under the Guernsey Companies Law
immediately after the repurchase has been completed.
The Board will also need to consider if the financial position of the Company
is expected to, or has, changed materially between the time of the
authorisation of the repurchase and the actual time of the repurchase.
Currently, the Board is satisfied that the Company will satisfy the solvency
test. However, if the Board ceases to be satisfied prior to completion of the
Tender Offer that the Company will satisfy the above-mentioned solvency test
immediately after the repurchase by the Company of the ZDP Shares from
tendering ZDP Shareholders, then the repurchase will no longer be deemed to be
authorised, and as a result, the Tender Offer will not proceed (or be capable
of becoming unconditional) and the ZDP Shares will not be repurchased.
ZDP Shareholders should note that, once tendered, ZDP Shares may not be sold,
transferred, charged or otherwise disposed of other than in accordance with
the Tender Offer.
Shareholders who are in any doubt as to the contents of the Circularor as to
the action to be taken should immediately consult their stockbroker, bank
manager, solicitor, accountant or other independent financial adviser
authorised under FSMA.
At the Extraordinary General Meeting, Ordinary Shareholders will be asked to
approve an ordinary resolution that will allow the implementation of the
Tender Offer. If approved, the Company may continue to repurchase ZDP Shares
from time to time under that authority, subject to the limits set out therein,
including a maximum price equal to the Tender Price.
This letter is not a recommendation for ZDP Shareholders to tender their ZDP
Shares under the Tender Offer. Whether or not ZDP Shareholders tender their
ZDP Shares will depend on, amongst other things, their view of the Company's
prospects and their own individual circumstances, including their tax
position, on which they should seek their own independent advice.
4.3 Overseas Shareholders and Restricted Shareholders
The making of the Tender Offer to persons outside the United Kingdom may be
prohibited or affected by the laws of the relevant overseas jurisdictions. ZDP
Shareholders with registered or mailing addresses outside the United Kingdom
or who are citizens or nationals of, or resident in, a jurisdiction other than
the United Kingdom should read carefully paragraph 11 of Part 3 of the
Circular.
The Tender Offer is not being made to ZDP Shareholders who are resident in, or
citizens of, Restricted Jurisdictions. Restricted Shareholders are being
excluded from the Tender Offer in order to avoid offending applicable local
laws relating to the implementation of the Tender Offer. Accordingly, copies
of the Tender Form are not being and must not be mailed or otherwise
distributed in or into Restricted Jurisdictions.
It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.
5 The Conditional Bond Issue and proposed
amendments to the Bonds
5.1 Conditional Bond Issue
The Proposals have the support of Somerston Group, the Company's majority
shareholder.
In order to fund the Company's aggregate payment obligation under the Tender
Offer, Somerston Fintech has agreed to subscribe for the New Bonds. The
subscription is conditional upon the ZDP Amendments becoming effective, the
Bond Amendments becoming effective and the completion of the Tender Offer.
The amount subscribed will be equal to the Company's aggregate payment
obligation, at the Tender Price, to repurchase tendered ZDP Shares under the
Tender Offer. The maximum subscription price is therefore £1,509,524.40.
The New Bonds will be on the same terms as the existing Bonds issued by the
Company, with a maturity date of 31 December 2027 and an interest rate of 8
per cent. per annum (paid quarterly), subject to the PIK Option. Somerston
Fintech has undertaken to elect for the PIK Option if the Bond Amendments are
approved, and so the New Bonds subscribed for by Somerston Fintech will have
an interest rate of 8.5 per cent. per annum, rolled up and paid on maturity.
NO NEW SECURITIES ARE BEING OFFERED TO ANY PERSON PURSUANT TO THIS
ANNOUNCEMENT OR THE CIRCULAR.
5.2 The Bond Amendments
The Bonds were originally issued in 2020 with additional Bonds subsequently
issued in 2022, 2024 and 2025 to Somerston. The terms of the Bonds were
amended on 15 October 2024 and now carry an interest rate of 8 per cent. per
annum (paid quarterly) and have a Maturity Date of 31 October 2027. As at
the date of the Circular, the aggregate principal amount of Bonds in issue is
approximately £18.9 million, with a maximum available under the Bond
Instrument of £30 million. The Company may issue further Bonds from time to
time to raise finance for general corporate purposes.
It is proposed that Bondholders will have a new PIK Option, allowing
Bondholders to elect to receive interest rolled up on the Maturity Date rather
than being paid quarterly. Bondholders who elect for the PIK Option will
receive an increased interest rate of 8.5 per cent. on the relevant portion of
their holding of Bonds.
The Company believes that the Bonds offer corporate financing at a relatively
attractive rate, including compared to its ZDP Shares. The PIK Option is
expected to produce cashflow benefits for the Company, reducing its quarterly
cash payment requirements and allowing cash to be deployed more effectively in
the development of the Group's business and management's plan for
profitability.
Somerston, which holds a significant majority of the principal amount
outstanding of the Bonds, has undertaken to elect for the PIK Option in
respect of its holding in Bonds (including the New Bonds).
6 Taxation
The attention of ZDP Shareholders is drawn to Part 5 of the Circular which
sets out a general guide to certain aspects of current UK and Guernsey
taxation law and HMRC and Revenue Service published practice. This information
is a general guide and is not exhaustive. Shareholders should seek advice as
to their tax position from an appropriate professional adviser.
7 Costs of the Proposals
The Company estimates that it will incur costs of approximately £115,000 in
respect of the development and implementation of the Proposals.
8 The Meetings
The implementation of the Proposals requires Shareholder approval as set out
below:
· the passing by ZDP Shareholders of the Resolution
to be proposed at the ZDP Class Meeting;
· the passing by Ordinary Shareholders of the
Resolution to be proposed at the Ordinary Class Meeting; and
· the passing by Ordinary Shareholders and ZDP
Shareholders of Resolution 1, and by Ordinary Shareholders alone of Resolution
2, each to be proposed at the Extraordinary General Meeting.
Notices of the ZDP Class Meeting, the Ordinary Class Meeting and the
Extraordinary General Meeting are set out in Part 8 of the Circular.
Voting on each of the Resolutions will be held by a poll.
8.1 ZDP Class Meeting
The ZDP Class Meeting has been convened for 10.00 a.m. on 24 June 2025 to
enable ZDP Shareholders to consider and, if thought fit, pass a special
resolution consenting to the passing of the ZDP Amendment Resolution to be
proposed at the Extraordinary General Meeting and any variation of their class
rights which might arise under or as a result of the passing and carrying into
effect of such Resolution. In the event that this Meeting is adjourned due to
the absence of a quorum, the adjourned Meeting will be held at the same venue
on the same day at 10.30 a.m.
The majority required for the passing of the Resolution to be proposed at the
ZDP Class Meeting is not less than 75 per cent. of the votes cast (in person
or by proxy) on that Resolution at the ZDP Class Meeting. Each of Somerston
Fintech and Philip J Milton is entitled to vote on the Resolution and has
irrevocably undertaken to vote in favour, so the Resolution is expected to be
passed.
The ZDP Class Meeting will take place at the Company's registered office,
Suite 1, First Floor, Windsor House, Lower Pollet, St. Peter Port, Guernsey,
GY1 1WF, Channel Islands. ZDP Shareholders alone are entitled to attend and
vote at the ZDP Class Meeting.
The quorum for the ZDP Class Meeting is two persons present in person or by
proxy and holding at least one third of the issued ZDP Shares at the date of
the Meeting. If the Meeting is not quorate, it will be adjourned to the time
and place indicated above, whereupon one person holding ZDP Shares and present
in person or by proxy shall form the quorum.
8.2 Ordinary Class Meeting
A meeting of Ordinary Shareholders has been convened for 10.05 a.m. on 24 June
2025 (or as soon thereafter as the ZDP Class Meeting has been concluded or
adjourned) to enable Ordinary Shareholders to consider and, if thought fit,
pass a special resolution consenting to the passing of the ZDP Amendment
Resolution to be proposed at the Extraordinary General Meeting and any
variation of their class rights which might arise under or as a result of the
passing and carrying into effect of such Resolution. In the event that this
Meeting is adjourned due to the absence of a quorum, the adjourned Meeting
will be held at the same venue on the same day at 10.35 a.m.
The majority required for the passing of the Resolution to be proposed at the
Ordinary Class Meeting is not less than 75 per cent. of the votes cast (in
person or by proxy) on that Resolution at the Ordinary Class Meeting. Each of
Somerston Fintech and Philip J Milton is entitled to vote on the Resolution
and has irrevocably undertaken to vote in favour, so the Resolution is
expected to be passed.
The Ordinary Class Meeting will take place at the Company's registered office,
Suite 1, First Floor, Windsor House, Lower Pollet, St. Peter Port, Guernsey,
GY1 1WF, Channel Islands. Ordinary Shareholders alone are entitled to attend
and vote at the Ordinary Class Meeting.
The quorum for the Ordinary Class Meeting is two persons present in person or
by proxy and holding at least one third of the issued Ordinary Shares at the
date of the Meeting. If the Meeting is not quorate, it will be adjourned to
the time and place indicated above, whereupon one person holding Ordinary
Shares and present in person or by proxy shall form the quorum.
8.3 Extraordinary General Meeting
The Extraordinary General Meeting has been convened for 10.10 a.m. on 24 June
2025 (or as soon thereafter as the Ordinary Class Meeting has been concluded
or adjourned). In the event that this Meeting is adjourned due to the absence
of a quorum the adjourned meeting will be held at the same venue on the same
day at 10.40 a.m.
At the Extraordinary General Meeting, Shareholders will be asked to consider
and, if thought fit, pass the following Resolutions.
Resolution 1
Resolution 1 is a special resolution to approve the adoption of the New
Articles in substitution for the Existing Articles, thereby to implement the
ZDP Amendments.
Resolution 2
Resolution 2 is an ordinary resolution to allow the Company to repurchase ZDP
Shares, including those successfully tendered under the Tender Offer. If
Resolution 2 is passed, the Company may continue to repurchase ZDP Shares from
time to time under that authority, subject to the limits set out therein,
including a maximum price equal to the Tender Price.
Ordinary Shareholders and ZDP Shareholders are entitled to vote (together) in
respect of Resolution 1 to be proposed at the Extraordinary General Meeting.
The majority required for the passing of Resolution 1 to be proposed at the
Extraordinary General Meeting is not less than 75 per cent. of the votes cast
(in person or by proxy) on that Resolution at the Extraordinary General
Meeting.
The majority required for the passing of Resolution 2 to be proposed at the
Extraordinary General Meeting is a simple majority of the votes cast (in
person or by proxy) on that Resolution at the Extraordinary General Meeting.
Each of Somerston Fintech and Philip J Milton is entitled to vote on the
Resolutions and has irrevocably undertaken to vote in favour, so the
Resolutions are expected to be passed.
The Extraordinary General Meeting will take place at the Company's registered
office, Suite 1, First Floor, Windsor House, Lower Pollet, St. Peter Port,
Guernsey, GY1 1WF, Channel Islands.
The quorum for the Extraordinary General Meeting is two members present in
person or by proxy and holding 5 per cent. or more of the voting rights
available at the Meeting. If the Meeting is not quorate, it will be adjourned
to the time and place indicated above, whereupon such Shareholders as attend
in person or by proxy shall form the quorum.
Notices of all of the above Meetings are set out in Part 8 of the Circular.
THE TWO RESOLUTIONS ARE INTER-CONDITIONAL. IF EITHER OF THE RESOLUTIONS ARE
NOT PASSED, NEITHER OF THE PROPOSALS WILL BE IMPLEMENTED.
9 Action to be taken in respect of the
Meetings
Forms of proxy for Shareholders are enclosed as follows:
· for ZDP Shareholders to vote at the ZDP Class
Meeting, a pink form of proxy;
· for Ordinary Shareholders to vote at the Ordinary
Class Meeting, a blue form of proxy; and
· for all Shareholders to vote at the Extraordinary
General Meeting, a white form of proxy.
Completed Forms of Proxy should be returned by post or by hand to the
Company's Registrar, MUFG Corporate Markets, PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL, United Kingdom, as soon as possible, and in
any case so as to be received by the Registrar by not later than:
· 10.00 a.m. on 20 June 2025 in relation to the pink
form of proxy for the ZDP Class Meeting;
· 10.05 a.m. on 20 June 2025 in relation to the blue
form of proxy for the Ordinary Class Meeting; and
· 10.10 a.m. on 20 June 2025 in relation to the white
form of proxy for the Extraordinary General Meeting.
The Independent Directors unanimously recommend that Ordinary Shareholders
vote in favour of the Resolution to be proposed at the Ordinary Class Meeting
and the Resolutions to be proposed at the Extraordinary General Meeting.
10 Action to be taken: ZDP Shareholders
Only those ZDP Shareholders (other than Somerston, Restricted Shareholders and
certain Overseas Shareholders) who wish to tender ZDP Shares should complete a
Tender Form in accordance with the instructions set out therein and return the
completed Tender Form to MUFG Corporate Markets, Corporate Actions, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, to arrive as
soon as possible and, in any event, by no later than 1.00 p.m. on 20 June
2025.
ZDP Shareholders who participate in the Tender Offer should also return their
ZDP Share certificate(s) and/or other document(s) of title in respect of the
ZDP Shares tendered with their Tender Form.
The Independent Directors unanimously recommend that ZDP Shareholders vote in
favour of the Resolution to be proposed at the ZDP Class Meeting and
Resolution 1 to be proposed at the Extraordinary General Meeting.
11 Shareholder support and related party
transactions
The Proposals have the support of Somerston Group, the Company's major
shareholder, and Philip J Milton, a Substantial Shareholder. Somerston is
subscribing for New Bonds under the Conditional Bond issue, and Philip J
Milton has agreed to tender all of its ZDP Shares in the Tender Offer at the
Tender Price.
Somerston holds 51.50 per cent. of the Ordinary Shares and 71.50 per cent. of
the ZDP Shares (excluding shares held in treasury). Philip J Milton holds
16.31 per cent. of the Ordinary Shares and 22.10 per cent. of the ZDP Shares
(excluding shares held in treasury).
Both are entitled to vote on the Resolutions proposed at the Meetings and have
irrevocably undertaken to vote in favour of the Resolutions in respect of
their holdings of Shares. Accordingly, each of the Resolutions to be
proposed at the Meetings is expected to be passed.
Somerston Fintech is a related party to the Company in accordance with the AIM
Rules, specifically AIM Rule 13, by virtue of it being a Substantial
Shareholder. Accordingly, Somerston Fintech's subscription for New Bonds
pursuant to the Conditional Bond Issue is a related party transaction for the
purpose of the AIM Rules. Furthermore, the proposed ZDP Amendments in
respect of the ZDP Shares held by Somerston Fintech is a related party
transaction for the purpose of the AIM Rules.
Philip J Milton is a related party to the Company in accordance with the AIM
Rules, by virtue of it being a Substantial Shareholder. Accordingly, the
proposed ZDP Amendments in respect of the ZDP Shares held by Philip J Milton
is a related party transaction for the purpose of the AIM Rules.
Furthermore, Philip J Milton's agreement to tender all of its ZDP Shares in
the Tender Offer is also a related party transaction for the purposes of the
AIM Rules.
The Independent Directors consider, having consulted with the Company's
nominated adviser, Shore Capital, that each of: (i) the terms of each of
Somerston Fintech's participation in the Conditional Bond Issue; (ii) Philip J
Milton's participation in the Tender Offer; and (iii) the ZDP Amendments in
respect of Somerston Fintech and Philip J Milton, is fair and reasonable
insofar as Ordinary Shareholders are concerned.
12 Recommendation
The Independent Directors consider that the terms of the Proposals are in the
best interests of both ZDP Shareholders and Ordinary Shareholders and the
Company as a whole.
The Independent Directors unanimously recommend that ZDP Shareholders vote in
favour of the Resolution to be proposed at the ZDP Class Meeting and the
Resolution to be proposed at the Extraordinary General Meeting. The
Independent Directors also unanimously recommend that Ordinary Shareholders
vote in favour of Resolutions to be proposed at the Ordinary Class Meeting and
the Resolutions to be proposed at the Extraordinary General Meeting. The Board
intend to vote in favour of the Proposals in respect of their own beneficial
shareholdings, totalling 9,138,052 Ordinary Shares (representing in aggregate
approximately 1.56 per cent. of the issued Ordinary Share capital of the
Company).
Shareholders who are in any doubt as to the action they should take should
consult an appropriately qualified independent adviser, authorised under the
Financial Services and Markets Act 2000, without delay.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2025
Publication of the Circularand Tender Offer opens 4 June
Latest time and date for receipt of pink forms of proxy for the ZDP Class 10.00 a.m. on 20 June
Meeting
Latest time and date for receipt of blue forms of proxy for the Ordinary Class 10.05 a.m. on 20 June
Meeting
Latest time and date for receipt of white forms of proxy for the Extraordinary 10.10 a.m. on 20 June
General Meeting
Latest time and date for receipt of Tender Forms from ZDP Shareholders 1.00 p.m. on 20 June
Record Date and time for the Tender Offer 6.00 p.m. on 20 June
ZDP Class Meeting 10.00 a.m. on 24 June
Ordinary Class Meeting 10.05 a.m. on 24 June
Extraordinary General Meeting 10.10 a.m. on 24 June
Publication of the results of the Meetings 24 June
Effective date of the ZDP Amendments immediately following the EGM on 24 June
Completion of the Tender Offer 24 June
Balancing share certificates (as appropriate) and cheques despatched to ZDP within 10 Business Days of completion of the Tender Offer
Shareholders
All of the times and dates in the timetable above may be extended or brought
forward without further notice, at the discretion of the Company. If any of
the above times and/or dates change materially, the revised time(s) and/or
date(s) will be notified to Shareholders by an announcement through a
Regulatory Information Service provider.
All references to time in this announcement are to London time.
DEFINITIONS
2027 Final Capital Entitlement 253.32 pence
2030 Final Capital Entitlement 209.90 pence
AIM Rules the AIM Rules for Companies
Articles the articles of incorporation of the Company, as amended from time to time
Bond Amendments the approval by Bondholders of the Bondholder resolution set out in the
circular to Bondholders dated the date of this announcement, being to
introduce the PIK Option
Bond Instrument the instrument constituting the Bonds dated 17 November 2020, as amended by
resolution of bondholders passed on 15 October 2024
Bonds 8 per cent. unsecured bonds issued by the Company
Business Day a day which is not a Saturday, a Sunday, Christmas Day or Good Friday or a day
appointed as a public holiday in Guernsey
Closing Date 20 June 2025
Conditional Bond Issue has the meaning set out in paragraph 5.1 of Part 1 above
Conditions the conditions of the Tender Offer set out in paragraph 3 of Part 3 of the
Circular
Cover Test the financial cover test set out in the Articles for the benefit of the ZDP
Shareholders
Directors or Board the board of directors of the Company
Existing Articles the Articles in force as at the date of this announcement
Extraordinary General Meeting or EGM the extraordinary general meeting of the Company convened for 24 June 2025,
commencing at 10.10 a.m. (or as soon thereafter as the Ordinary Class Meeting
has been concluded or adjourned), notice of which is set out in Part 8 of the
Circular, or any adjournment thereof
FCA the Financial Conduct Authority of the United Kingdom including any
replacement or substitute thereof, and any regulatory body or person
succeeding, in whole or in part, to the functions thereof
Final Capital Entitlement the amount per ZDP Share to which a ZDP Shareholder will be entitled on the
relevant repayment date of the ZDP Shares, being, as the context requires,
either the 2027 Final Capital Entitlement or the 2030 Final Capital
Entitlement per ZDP Share
Form of Proxy each form of proxy for use by Ordinary Shareholders and ZDP Shareholders at
the Meetings
FSMA the Financial Services and Markets Act 2000 (as amended)
Group the Company and its subsidiaries from time to time
HMRC HM Revenue & Customs
Independent Directors Steve Smith, John Whittle and Rory Mepham
London Stock Exchange London Stock Exchange Plc
Meetings the ZDP Class Meeting, the Ordinary Class Meeting and the Extraordinary
General Meeting (or any of them as the context may require)
New Articles the new Articles to be adopted (subject to Shareholder approval at the
Meetings) in connection with the Proposals, with effect from the passing of
Resolution 1 to be proposed at the Extraordinary General Meeting
New Bonds the Bonds proposed to be issued to Somerston Fintech pursuant to the
Conditional Bond Issue
Ordinary Class Meeting the class meeting of Ordinary Shareholders convened for 24 June 2025,
commencing at 10.05 a.m. (or as soon thereafter as the ZDP Class Meeting has
been concluded or adjourned), notice of which is set out in the Circular, or
any adjournment thereof
Ordinary Shareholder a holder of Ordinary Shares
Ordinary Shares the ordinary shares of no par value in the capital of the Company
Overseas Shareholders Shareholders who are resident in, or citizens of, territories outside the
United Kingdom and not resident in, or citizens of, any of the Restricted
Jurisdictions
Philip J Milton Phillip J Milton & Company Plc
PIK Option in respect of the Bonds, the option for a Bondholder to elect that interest on
some or all of its holding of Bonds is rolled up to be paid upon repayment in
full of the relevant Bonds on maturity, as described in the circular to
Bondholders dated the date of this announcement
Proposals the ZDP Amendments and the Tender Offer
Record Date 6.00 p.m. on 20 June 2025
Register the register of members of the Company
Registrar or Receiving Agent MUFG Corporate Markets
Regulatory Information Service a service approved by the London Stock Exchange for the
distribution to the public of announcements
Resolution 1 the resolution to be proposed for approval by Shareholders at the EGM, as
described at paragraph 8.3 of Part 1 above
Resolution 2 the resolution to be proposed for approval by Ordinary Shareholders at the
EGM, as described at paragraph 8.3 of Part 1 above
Resolutions the resolutions to be proposed for approval by Shareholders at the Meetings,
or any of them as the context requires
Restricted Jurisdiction any of the following territories: Australia, Canada, Japan, New Zealand, the
Republic of South Africa, any member state of the European Economic Area and
the United States
Restricted Shareholders Shareholders who are resident in, or citizens of, a Restricted Jurisdiction
Revenue Service the Revenue Service of the Bailiwick of Guernsey
Share a ZDP Share or an Ordinary Share, as the context requires
Shareholder a holder of Shares, as the context requires
Shore Capital Shore Capital and Corporate Limited
Somerston or Somerston Group the Somerston group of companies comprising Somerston Group Limited together
with its subsidiary companies, including Somerston Fintech
Somerston Fintech Somerston Fintech Limited, a member of the Somerston Group
Substantial Shareholder a Shareholder interested in 10 per cent. or more of the Ordinary Shares
Tender Entitlement up to 100 per cent. of the ZDP Shares registered in a ZDP Shareholder's name
as at the Record Date
Tender Form the tender form enclosed with the Circular for use by ZDP Shareholders in
connection with the Tender Offer
Tender Offer the invitation by the Company to each ZDP Shareholder (other than Restricted
Shareholders and certain Overseas Shareholders) to tender up to their Tender
Entitlement of ZDP Shares, and the acceptance of such tenders by the Company
on the terms and subject to the conditions set out in the Circular and the
Tender Form, or any one or more of such invitation, tender or acceptance as
the context requires
Tender Price 120.00 pence per ZDP Share
UK the United Kingdom
United States or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction
ZDP Amendments the adoption of the New Articles which will extend the term of the ZDP Shares
to 5 December 2030 and provide for the 2030 Final Capital Entitlement
ZDP Amendment Resolution Resolution 1 to be proposed at the Extraordinary General Meeting to adopt the
New Articles
ZDP Class Meeting the class meeting of ZDP Shareholders convened for 24 June 2025, commencing at
10.00 a.m., notice of which is set out in Part 8 of the Circular, or any
adjournment thereof
ZDP Maturity Date the maturity date of the ZDP Shares (i.e. the date on which the Final Capital
Entitlement is payable to ZDP Shareholders), being 5 December 2027 under the
Existing Articles or, if Shareholders vote in favour of the ZDP Amendments, 5
December 2030 under the New Articles
ZDP Shareholder a holder of ZDP Shares
ZDP Shares the redeemable zero dividend preference shares of no par value in the capital
of the Company
IMPORTANT NOTICE
If Shareholders are in any doubt about the contents of this announcement or
the action they should take, they are recommended to seek advice from their
stockbroker, solicitor, accountant, bank manager or other appropriately
authorised independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if they are in the United Kingdom
or from another appropriately authorised independent financial adviser if they
are in a territory outside the United Kingdom.
This announcement does not constitute, or form part of, any offer for or
invitation to sell or purchase any securities, or any solicitation of any
offer for, securities in any jurisdiction. Any acceptance or other response to
the Tender Offer should be made only on the basis of information contained in
or referred to in the Circular. The Circular will contain important
information, including the full terms and conditions of the Tender Offer,
which Shareholders are urged to read carefully. The Tender Offer is not being
made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of Australia, Canada, Japan, New
Zealand, South Africa or the United States or any other jurisdiction where
such distribution of the Circular into or inside or from such jurisdiction
would constitute a violation of the laws of such jurisdiction.
Certain statements in this announcement constitute forward-looking statements.
Any statement in this announcement that is not a statement of historical fact
including, without limitation, those regarding the Company's future
expectations, operations, financial performance, financial condition and
business is a forward-looking statement. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially. These risks and uncertainties include, among other factors,
changing economic, financial, business or other market conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described in this presentation. As a result you are cautioned
not to place reliance on such forward-looking statements. Nothing in this
announcement should be construed as a profit forecast.
1 Excluding treasury shares.
2 Excluding treasury shares.
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