REG - Sancus Lending Group - Results of Meetings and of ZDP Tender Offer

Sancus LendingAnnouncement

24/06/2025 11:30

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RNS Number : 1909O  Sancus Lending Group Limited  24 June 2025

24 June 2025

 

Sancus Lending Group Limited

("Sancus" the "Company" or the "Group")

 

Results of Meetings,

Result of Tender Offer,

Issue of New Bonds

and

Amendments to Bonds

 

Further to the Company's announcement on 4 June 2025, Sancus Lending Group
Limited (AIM: LEND) is pleased to announce that all resolutions proposed at
the Meetings, held earlier today, were duly passed by the requisite
majorities. The Company also announces the result of the Tender Offer for ZDP
Shares.

 

Results of the Meetings

 

At the ZDP Class Meeting, ZDP Shareholders approved the proposed amendments to
the terms of the ZDP Shares, including the extension of the maturity date to 5
December 2030 and the suspension of further capital growth from 24 June 2025.

 

At the Ordinary Class Meeting, Ordinary Shareholders approved the ZDP
Amendments.

 

At the Extraordinary General Meeting, both resolutions were passed for: (i)
approval of the adoption of the New Articles to give effect to the ZDP
Amendments; and (ii) approval for the Company to undertake the repurchase of
ZDP Shares pursuant to the Tender Offer and to authorise future repurchases.
Following the passing of the resolutions, the ZDP Amendments are effective
immediately.

 

Result of the Tender Offer

 

The Tender Offer to acquire up to 1,257,937 ZDP Shares at a price of 120.00
pence per ZDP Share closed at 1.00 p.m. on 20 June 2025.

 

A total of 1,157,417 ZDP Shares were validly tendered and accepted under the
Tender Offer, representing approximately 92.01 per cent. of the issued ZDP
Shares (excluding those held in treasury and by Somerston).

 

Settlement of the Tender Offer will take place in accordance with the terms
set out in the circular posted to Ordinary Shareholders and ZDP Shareholders,
dated 4 June 2025 (the "Circular"). The repurchased ZDP Shares will be
cancelled.

 

Issue of New Bonds

 

As announced on 4 June 2025, the Tender Offer will be funded by the issue of
New Bonds to Somerston Fintech. Pursuant to the Conditional Bond Issue, New
Bonds have been issued to Somerston Fintech in an aggregate principal amount
of £1,389,000.

 

Amendments to Bonds

 

On 4 June 2025, the Company also announced that it was seeking to amend the
terms of the Bonds to introduce a payment-in-kind interest option, allowing
Bondholders to elect to receive interest rolled up and paid on maturity at an
increased rate of 8.5 per cent. per annum, instead of the 8 per cent. cash
coupon paid quarterly. The Company confirms that it has now received
sufficient votes in favour of the Bond Amendments required to implement these
proposals. Accordingly, the Bond Amendments are effective immediately.

 

Rory Mepham, Chief Executive Officer of Sancus, commented:

"The Board welcomes the strong support from both classes of shareholders for
the proposals, which are designed to simplify the Company's capital structure
and enhance financial flexibility as the Company continues to execute on its
growth and profitability strategy."

 

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 Circular.

 

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

 

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