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

Sancus LendingAnnouncement

19/12/2025 11:00

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RNS Number : 3105M  Sancus Lending Group Limited  19 December 2025

19 December 2025

 

Sancus Lending Group Limited

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

 

Results of Meetings and Tender Offer,

Admission

and

Total Voting Rights

 

Further to its announcement on 28 November 2025, Sancus Lending Group Limited
(AIM: LEND) announces that all resolutions proposed at the Meetings held
earlier today, were duly passed by the requisite majorities and announces the
result of the Tender Offer for ZDP Shares.

 

Results of the Meetings

 

At the ZDP Class Meeting and the Extraordinary General Meeting (together, the
"Meetings"), Shareholders were asked to consider and approve the Proposals as
set out in the circular posted to Ordinary Shareholders and ZDP Shareholders,
dated 28 November 2025 (the "Circular"). The Proposals comprised a Tender
Offer for up to 1.7 million ZDP Shares, representing approximately 52 per
cent. of the issued ZDP Shares (excluding those held in treasury), at a Tender
Price of 120 pence per ZDP Share, with ZDP Shareholders able to elect to
receive the Tender Price in cash or in new Ordinary Shares of equivalent
value. In addition, Shareholders were invited to approve the ZDP Amendments,
which included the adoption of the New Articles to remove certain restrictions
on the Company as detailed in the Circular. As set out above, at the Meetings,
all Resolutions were duly passed by the requisite majorities, thereby enabling
the Company to proceed with the Tender Offer and to implement the ZDP
Amendments as described in the Circular.

 

Result of the Tender Offer

 

The Tender Offer to acquire up to 1,700,000 ZDP Shares at a price of 120 pence
per ZDP Share closed at 1.00 p.m. on 17 December 2025. A total of 1,700,000
ZDP Shares were validly tendered and accepted under the Tender Offer,
representing approximately 52 per cent. of the issued ZDP Shares (excluding
those held in treasury). All 1,700,000 ZDP Shares validly tendered and
accepted under the Tender Offer were tendered by Somerston, the Company's
majority shareholder. Accordingly, the Company will purchase an aggregate of
1,700,000 ZDP Shares under the Tender Offer for a total consideration of
£2.04 million, calculated at the Tender Offer price of 120 pence per ZDP
Share in exchange for the issue of 501,721,593 new Ordinary Shares. Settlement
of the Tender Offer will take place in accordance with the terms set out in
the Circular. The repurchased ZDP Shares will be cancelled, and settlement is
expected to be completed on or around 22 December 2025.

 

Admission and Total Voting Rights

 

Application has been made for the 501,721,593 new Ordinary Shares, to be
issued pursuant to the Tender Offer, to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective and
dealings in the new Ordinary Shares will commence on 22 December 2025.

 

Immediately following Admission, the Company will have 1,085,859,939 Ordinary
Shares in issue, each with one voting right. There are no Ordinary Shares held
in treasury. Therefore, the total number of voting rights will be
1,085,859,939. This figure may be used by shareholders, from Admission, as the
denominator for the calculations by which they will determine whether they are
required to notify their interest under the FCA's Disclosure Guidance and
Transparency Rules.

 

 

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 / Oliver Jackson (Corporate Broking)

 Redwood Co Sec Limited                                 +44 (0)1481 701950

 Charlotte Sanders

 Gwen Norman

 

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