REG - Sancus Lending Group - ZDP Tender & Amendments, RPT and Trading Update
28/11/2025 07:00
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RNS Number : 3591J Sancus Lending Group Limited 28 November 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THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA,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.
28 November 2025
Sancus Lending Group Limited
("Sancus", the "Company" or the "Group")
Proposed Tender Offer for, and
amendments to the terms of the, ZDP Shares
Related Party Transactions
and
Trading Update
Sancus Lending Group Limited (AIM: LEND) announces proposals to further
simplify its capital structure through a tender offer for its existing zero
dividend preference shares ("ZDP Shares") and related amendments to the rights
attaching to the ZDP Shares and a trading update. The proposals, which are
more fully described in a circular to ZDP Shareholders and Ordinary
Shareholders to be published later today (the "Circular"), are subject to
approval at shareholder meetings 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 19 December 2025, commencing
respectively at 10.00 a.m. and 10.05 a.m.
Proposed enhancement to Capital Structure
The Company is proposing to launch a tender offer to acquire up to 1,700,000
ZDP Shares, representing approximately 52 per cent. of the issued ZDP Shares
(excluding ZDP Shares held in treasury), at a tender price of 120.00 pence per
ZDP Share (the "Tender Offer"). ZDP Shareholders (other than Restricted
Shareholders and certain Overseas Shareholders) may elect to receive the
Tender Price either in cash (the "Cash Option") or in new Ordinary Shares in
the capital of the Company (the "Ordinary Shares Option"), in each case on the
terms and subject to the conditions set out in the Circular.
Concurrently with the Tender Offer, the Company is proposing amendments to the
terms of the ZDP Shares (the "ZDP Amendments") by way of the adoption of new
articles of incorporation (the "New Articles"), which will remove certain
historic restrictions on the Company while preserving the existing ZDP
maturity date of 5 December 2030 and the final capital entitlement of 209.90
pence per ZDP Share (the "Final Capital Entitlement"). Following
implementation of the Tender Offer and ZDP Amendments, the Board expects the
Group to benefit from a simpler capital structure with a reduced Final Capital
Entitlement and increased operational and financing flexibility.
The Circular (including the Notice of the ZDP Class Meeting and the
Extraordinary General Meeting), Tender Form and Forms of Proxy will be posted
to Ordinary Shareholders and ZDP Shareholders later today and will also be
available on the Company's website at:
https://corporate.sancus.com/investor-relations/
(https://protect.checkpoint.com/v2/r02/___https:/corporate.sancus.com/investor-relations/___.YXAxZTpzaG9yZWNhcDpjOm86NDNiYmU3M2Y4OWNiNTYyMGQwNWQ5NDVjZTNiZDY4OGQ6NzplZTBmOjQwOTMxM2RhYTI5NDY5OWJmOGUyNmM2Zjc4OWZhMDI3NjE5ZTEzOGY4MzVlNzg4MDJlMzg5YzdhMGJiNDk4OTk6cDpGOk4)
.
Trading Update
Since the Company's results for the 6 months ended 30 June 2025, the Company
has continued to trade in line with the Board's expectations.
In the ten months to 31 October 2025 the Group generated revenues of £16.7
million versus £13.4 million in the ten months to 31 October 2024. In the
ten months to 31 October 2025, the Group wrote £146.7 million of new loan
facilities versus £75.6 million in the ten months to 31 October 2024. As at
31 October, loans under management were £301 million (31 October 2024:
£209.7 million). The Company continues to experience stable credit
quality. Notwithstanding that the Group's UK and Channel Islands business
continue to operate in an uncertain market environment the Board is confident
of achieving further growth in its loan volumes and revenues for the remainder
of 2025 as it continues to work towards achieving long term operating
profitability.
Details of the Tender Offer
Under the Tender Offer, each eligible ZDP Shareholder whose name appears on
the register at 6.00 p.m. on 17 December 2025 (the "Record Date") will be
entitled to tender up to 100 per cent. of their ZDP Shareholding at the Tender
Price (their "Tender Entitlement"). ZDP Shareholders who successfully tender
ZDP Shares will receive the Tender Price per ZDP Share either in cash under
the Cash Option or via the issue of new Ordinary Shares under the Ordinary
Shares Option, with the Ordinary Shares to be issued at a price equal to the
volume‑weighted average of the mid‑market prices of the Ordinary Shares
for the five Business Days prior to the date of the Circular, being 0.4066
pence per Ordinary Share .
The maximum number of ZDP Shares that the Company will be obliged to purchase
pursuant to the Tender Offer is 1,700,000 with any ZDP Shares purchased to be
cancelled. The Tender Offer is conditional, inter alia, on the passing of the
requisite shareholder resolution at the Extraordinary General Meeting ("EGM")
authorising the Company to acquire ZDP Shares off‑market, the Board being
satisfied that the Company will meet the statutory solvency test under
Guernsey company law immediately following completion, and the Tender Offer
not having been terminated in accordance with the terms set out in the
Circular.
ZDP Amendments
The ZDP Amendments will be implemented through the adoption of the New
Articles, which will set out the revised rights attaching to the ZDP Shares
with effect from the date of approval at the EGM (the "ZDP Amendment
Resolution"). Under the New Articles, the ZDP Shares will: (i) continue to
provide a right to be redeemed on 5 December 2030 at the Final Capital
Entitlement of 209.90 pence per ZDP Share (subject to the solvency test under
Guernsey company law); and (ii) continue not to accrue any further capital
growth, reflecting changes approved earlier in June 2025.
Certain historic protections which currently restrict the Company's ability,
without prior ZDP Shareholder approval, to undertake specified corporate and
financing actions (including, among other things, incurring certain levels of
borrowings, issuing share capital ranking ahead of or pari passu with the ZDP
Shares, and effecting certain capital reductions) will be removed, as
described in detail in Part 1 and Part 3 of the Circular. The Board believes
that, given the expected reduction in the number of ZDP Shares in issue and
the corresponding reduction in the aggregate Final Capital Entitlement, these
restrictions are no longer appropriate and that the ZDP Amendments are in the
best interests of the Company and its shareholders as a whole.
Shareholder meetings and timetable
Implementation of the Tender Offer and the ZDP Amendments is subject to the
approval of ZDP Shareholders at a class meeting (the "ZDP Class Meeting") and
of Ordinary Shareholders and ZDP Shareholders at the EGM (together, the
"Meetings"). The ZDP Class Meeting has been convened for 10.00 a.m. on 19
December 2025, to be followed by the EGM at 10.05 a.m. (or as soon thereafter
as the ZDP Class Meeting has been concluded or adjourned), in each case at the
Company's registered office, Suite 1, First Floor, Windsor House, Lower
Pollet, St. Peter Port, Guernsey, GY1 1WF, Channel Islands.
The latest time and date for receipt of forms of proxy for the ZDP Class
Meeting is 10.00 a.m. on 17 December 2025 and for the EGM is 10.05 a.m. on 17
December 2025, and the latest time and date for receipt of Tender Forms and
associated share certificates (or other documents of title) in respect of the
Tender Offer is 1.00 p.m. on 17 December 2025. Subject to the Conditions being
satisfied, the Tender Offer is expected to close at 1.00 p.m. on 17 December
2025, with the results of the Meetings and the total number of ZDP Shares
validly tendered expected to be announced on 19 December 2025 and settlement
of consideration (cash and/or new Ordinary Shares) to occur on or around 22
December 2025.
Related Party Transactions
Somerston Fintech Limited ("Somerston Fintech"), a member of Somerston Group
Limited (together, "Somerston"), is a Substantial Shareholder in the Company
and is therefore a related party for the purposes of the AIM Rules for
Companies ("AIM Rules"). Somerston has undertaken to tender all of its ZDP
Shares under the Tender Offer, electing for the Ordinary Shares Option, and to
vote in favour of all resolutions to be proposed at the Meetings, with
Somerston Fintech's tender to be subject to scaling‑back to ensure that
non‑Somerston ZDP Shareholders are able to achieve a full exit under the
Tender Offer.
Somerston Fintech's participation in the Tender Offer and the ZDP Amendments
in respect of the ZDP Shares held by Somerston Fintech each constitute related
party transactions under AIM Rule 13, in respect of which the Independent
Directors, having consulted with the Company's nominated adviser, Shore
Capital and Corporate Limited ("Shore Capital"), consider the terms to be fair
and reasonable insofar as Ordinary Shareholders are concerned.
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.
Rory Mepham, Chief Executive Officer of Sancus, commented:
"These proposals mark another important step in simplifying our capital
structure and enhancing the Group's financial flexibility. The Tender Offer
provides an opportunity for ZDP Shareholders to realise value on attractive
terms, while the proposed amendments will give the Group greater flexibility
to support its expanding loan book. Trading remains robust and, with continued
momentum across our markets, we are confident that these changes will support
Sancus in delivering sustainable progress for all stakeholders."
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
LETTER FROM THE CHAIRMAN OF SANCUS CONTAINED IN THE CIRCULAR
1 Introduction
Earlier today, the Company announced Proposals to further simplify its capital
structure. The Company is proposing to make a Tender Offer for up to 1.7
million ZDP Shares, being equal to approximately 52 per cent. of the issued
ZDP Shares (excluding ZDP Shares held in treasury) at a Tender Price of 120
pence per ZDP Share (the "Tender Price") (the "Tender Offer"). In the Tender
Offer, tendering ZDP Shareholders may choose to receive the Tender Price in
cash (the "Cash Option") or alternatively to receive new Ordinary Shares of
equivalent value (the "Ordinary Shares Option").
Given what is expected to be a significant reduction in the number of ZDP
Shares in issue following the Tender Offer and also as a result of recent
tender offers and buybacks by the Company, the Company is also proposing
amendments to the terms of the ZDP Shares to remove certain restrictions on
the Company (the "ZDP Amendments" and, together with the Tender Offer, the
"Proposals").
The Proposals have the support of Somerston Group, the Company's largest
Shareholder. Somerston Fintech is entitled to vote on the Proposals at the
Meetings and has undertaken to vote in favour of all Resolutions. Somerston
Fintech has also undertaken to accept the Tender Offer in full, for the
Ordinary Shares Option. As Somerston Fintech's holding of ZDP Shares exceeds
the maximum number of ZDP Shares in respect of which the Tender Offer is being
made, its tender will, if required, be scaled back to allow non-Somerston ZDP
Shareholders a full exit of their investment in ZDP Shares at the Tender
Price.
These proposals are intended to further simplify the Company's capital
structure and enhance its corporate flexibility, including to significantly
reduce and manage the Company's future obligation to pay the Final Capital
Entitlement in respect of the ZDP Shares, and remove restrictions on the
Company that were established when the ZDP Shares were first issued.
The Tender Offer requires the approval of Ordinary Shareholders at the
Extraordinary General Meeting. The ZDP Amendments require the approval of both
Ordinary Shareholders and ZDP Shareholders at the Meetings.
The purpose of this document is to provide Ordinary Shareholders and ZDP
Shareholders with details of the Proposals and set out the reasons why the
Independent Directors recommend that you vote in favour of the Proposals. As a
holder of both Ordinary Shares and ZDP Shares, Somerston Fintech is entitled
to vote on the Proposals and has irrevocably undertaken to vote in favour of
the Resolutions, so each of the Resolutions is expected to be passed.
This document also contains the terms and conditions of the Tender Offer,
together with details of how ZDP Shareholders can tender ZDP Shares in
consideration for Ordinary Shares or a cash Tender Price, if they wish and are
eligible to do so.
2 Company overview and trading update
On 4 September 2025, the Company published its unaudited interim results for
the six months ended 30 June 2025. The interim results are available on the
Company's website (https://corporate.sancus.com/) and some highlights are
extracted below.
"The Group has had an encouraging start to 2025. In the first half of the year
our residential lending businesses in the UK and Ireland, along with our
Channel Islands property lending joint venture, have all made further progress
in strengthening their market positions and operating platforms. This allowed
us to achieve a 9 per cent. increase in Assets Under Management ("AUM") to
£258.8 million (31 December 2024:
£237.6 million; 30 June 2024: £209 million) and deliver Group revenue of
£9.7 million, a 29 per cent. increase on revenue of £7.5 million in H1 2024.
We have reported a profit before tax of £0.1 million compared to a loss
before tax of £(0.6 million) in H1 2024, supported by a gain of £1.0 million
from the buy-back of ZDP shares."
Since release of its interim results, the Company has continued to trade in
line with the Board's expectations.
In the ten months to 31 October 2025 the Group generated unaudited revenues of
£16.7 million (compared with £13.4 million in the ten months to 31 October
2024) and wrote £146.7 million of new loan facilities (compared with £75.6
million in the ten months to 31 October 2024). As at 31 October 2025, loans
under management were £301 million (31 October 2024: £209.7 million). The
Company continues to experience stable credit quality. Notwithstanding that
the Group's UK and Channel Islands business continue to operate in an
uncertain market environment, the Board is confident of achieving further
growth in its loan volumes and revenues for the remainder of 2025 as it
continues to work towards achieving long term operating profitability.
3 The Tender Offer
3.1 Background to the Tender Offer
The Tender Offer is being made for up to 1,700,000 ZDP Shares, being equal to
approximately 52 per cent. of the Company's issued ZDP Shares (excluding those
ZDP Shares held in treasury).
Each ZDP Shareholder (other than Restricted Shareholders and certain Overseas
Shareholders as explained in paragraph 11 of Part 2 of this document) may
elect to sell up to 100 per cent. of their ZDP Shareholding.
Somerston Fintech has undertaken to accept the Tender Offer in full, for the
Ordinary Shares Option. As Somerston Fintech's holding of ZDP Shares exceeds
the maximum number of ZDP Shares in respect of which the Tender Offer is being
made, its tender will be scaled back to allow non-Somerston ZDP Shareholders a
full exit of their investment in ZDP Shares at the Tender Price.
The Tender Offer is being made at the Tender Price of 120.00 pence per ZDP
Share. This is the same price as was offered in the tender offer made in June
2025. The Tender Price represents approximately 57 per cent. of the Final
Capital Entitlement of 209.90 pence. To the extent that tendering ZDP
Shareholders elect for the Cash Option, the Tender Offer is being funded by
the Company's existing cash reserves. Given Somerston's irrevocable
undertaking to elect for the Ordinary Shares Option, such a cash amount is not
expected to exceed £121,000.
For the purpose of calculating the number of new Ordinary Shares to be issued
in satisfaction of the Tender Price, Ordinary Shares will be issued at a price
equal to the volume-weighted average of the mid-market prices of the Ordinary
Shares for the five Business Days before the date of this document being
0.4066 pence per Ordinary Share.
The Tender Offer is being made for the benefit of the ZDP Shareholders so that
they can take advantage of or, if they wish and are eligible, exchange their
investment in ZDP Shares for an investment in Ordinary Shares or cash.
Ordinary Shareholders will benefit from the Tender Offer as a gain will be
booked, in the financial accounts of the Group, on purchases made 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.
3.2 Details of the Tender Offer
The Tender Offer enables those ZDP Shareholders (other than 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 either in cash, if they choose the Cash Option,
or by the issue to them of new Ordinary Shares, if they choose and are
eligible for the Ordinary Shares Option.
Under the terms of the Tender Offer, ZDP Shareholders (other than 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 in respect of non-Somerston ZDP Shareholders, or in the
case of Somerston 1,700,000 ZDP Shares as reduced by the number of ZDP Shares
validly tendered by non-Somerston ZDP Shareholders.
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 1 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 2
of this document. The Tender Offer may be terminated in certain circumstances
as set out in paragraph 9 of Part 2 of this document. ZDP Shareholders'
attention is drawn to Part 2 of this document, which (together with the Tender
Form) set out the terms and conditions of the Tender Offer, and to Part 4 of
this document which contains a summary of certain risks associated with the
Tender Offer and the Proposals more broadly. Details of how ZDP Shareholders
will be able to tender ZDP Shares can be found in paragraph 5 of Part 2 of
this document.
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 at the relevant time. 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 this document or 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, or to elect for either the Cash Option or the
Ordinary Shares Option. Whether or not ZDP Shareholders tender their ZDP
Shares, and, if so, elects for the Cash Option or the Ordinary Shares Option,
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.
3.3 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 2 of this
document.
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.
4 The ZDP Amendments
4.1 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 this document, the Company's issued share capital
comprises 584,138,346 Ordinary Shares2and 3,262,506 ZDP Shares2.
The ZDP Shares are non-participating and non-voting (except in certain limited
circumstances, including at the ZDP Class Meeting and on Resolution 2 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 5
December 2030, on which date the holders of ZDP Shares are entitled to receive
from the Company 209.90 pence for each ZDP Share that they hold. 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. 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.
Following the proposals adopted earlier in 2025, the ZDP Shares are not
accruing 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 Tender Offer is expected to
significantly reduce that amount further.
Somerston Group, the Company's majority Ordinary Shareholder, is also a major
ZDP Shareholder and has acquired further ZDP Shares in recent years as well as
seeing its percentage holding of ZDP Shares increase by the tender offer for
ZDP Shares that was made by the Company in June 2025. As at the date of this
document, Somerston holds 96.9 per cent. of the ZDP Shares in issue2.
Following completion of the Tender Offer, and given Somerston's irrevocable
undertaking to accept the Tender Offer in full (subject to scale back) for the
Ordinary Shares Option, the Company anticipates
that there will be 1,562,506 ZDP Shares(2) in issue. This will represent a
very small proportion of the Company's overall capital base.
The Existing Articles set out certain protections for ZDP Shareholders
afforded by undertakings by the Company not to, without the prior sanction of
ZDP Shareholders, take certain actions. These restrictions were established
when the ZDP Shares were first issued and apply regardless of how many remain
outstanding. The Board believes that, following completion of the Tender
Offer, it would no longer be appropriate for the Company to be restricted by
these provisions given the relatively low number of ZDP Shares that would
remain in issue and the associated materially reduced potential liability
associated with the Final Capital Entitlement. Accordingly, the ZDP Amendments
would remove some, but not all, of these protections as set out in paragraph
4.2 below.
The present Proposals are consistent with the view expressed by the Board in
June 2025 that the Company will benefit from a simpler capital structure with
a decreased emphasis on the ZDP Shares. The Ordinary Shares Option is being
made available to ZDP Shareholders (other than Restricted Shareholders and
certain Overseas Shareholders as explained in paragraph 11 of Part 2 of this
document) to allow those ZDP Shareholders who wish to do so to exchange their
holding of ZDP Shares for new Ordinary Shares at the Tender Price.
The Board believes that the Proposals are in the best interests of the
Ordinary Shareholders and afford ZDP Shareholders an opportunity to exit their
investment in full.
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 this document, 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 this document is 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 document constitutes or should be construed or
relied upon as legal or tax advice.
4.2 Key Features of the amended ZDP Shares
If the ZDP Amendments are adopted, the ZDP Shares:
● will continue to have a repayment date of 5 December 2030 at a
redemption price of 209.90 pence, subject to the Company having sufficient
assets at the time to satisfy the solvency test set out under Guernsey company
law;
● will continue to see no further capital growth;
● will continue to have the protections afforded by undertakings
by the Company not to, without the prior sanction of ZDP Shareholders:
❍ pass a resolution releasing the Directors from their
obligation to redeem the ZDP Shares on the ZDP Maturity Date;
❍ pass a resolution for the voluntary winding up or liquidation
of the Company, such winding up to take effect prior to the ZDP Maturity Date;
or
❍ pass any resolution to vary, modify or abrogate any of the
special rights attached to the ZDP Shares; and
● will ceaseto have the protections afforded by undertakings by
the Company not to, without the prior sanction of ZDP Shareholders:
❍ pay dividends to holders of Ordinary Shares in excess of an
amount set out in the Existing Articles;
❍ issue further shares or securities, or rights to subscribe for
or to convert or exchange any securities into shares or securities or
reclassify issued share capital into shares or securities of a particular
class where such shares or securities would on issue, conversion, exchange or
reclassification rank as to capital in priority to or pari passu with the ZDP
Shares, subject to a Cover Test;
(2) Excluding treasury shares.
❍ pass a resolution to reduce the capital of the Company,
subject to a Cover Test;
❍ incur any borrowings in excess of £30 million (subject to
certain exclusions) or guarantee the indebtedness of any of its subsidiaries;
❍ make any material change to the accounting policies adopted by
the Company; or
❍ make a material change to the business of the Company as a
whole, which at the time of making such change, appears likely in the
reasonable opinion of the Directors to be materially prejudicial to the
holders of the ZDP Shares.
The foregoing list is a summary of the protections attaching to the ZDP Shares
that are proposed to be removed pursuant to the ZDP Amendments. The full text
of these provisions is set out in the Existing Articles and also (in the form
of a comparison document showing the changes between the two) the New
Articles, both of which are available for inspection as set out in Part 6 of
this document.
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 3 of this document.
The ability of the Company to pay the 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 Final Capital Entitlement.
4.3 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 3 of this document. The New Articles contain a right attaching to
all ZDP Shares for such ZDP Shares to be redeemed on The ZDP Maturity Date of
5 December 2030 at a redemption price of 209.90 pence per ZDP Share (being the
Final Capital Entitlement). The Final Capital Entitlement of the ZDP Shares is
unchanged by the proposed ZDP Amendments.
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 this document.
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
this document and the New Articles, the terms of the New Articles will
prevail.
4.4 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 (unless they are electing for the Ordinary Shares Option in
the Tender Offer or are accepting the Tender Offer in respect of some but not
all 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.
5 Taxation
The attention of ZDP Shareholders is drawn to Part 5 of this document 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.
6 Costs of the Proposals
The Company estimates that it will incur costs of approximately £75,000 in
respect of the development and implementation of the Proposals.
7 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; and
● the passing by Ordinary Shareholders of Resolution 1 and by
Ordinary Shareholders and ZDP Shareholders of Resolution 2, each to be
proposed at the Extraordinary General Meeting.
Notices of the ZDP Class Meeting and the Extraordinary General Meeting are set
out in Part 8 of this document.
Voting on each of the Resolutions will be held by a poll.
7.1 ZDP Class Meeting
The ZDP Class Meeting has been convened for 10.00 a.m. on 19 December 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 the Resolution at the ZDP Class Meeting. Somerston Fintech 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.
7.2 Extraordinary General Meeting
The Extraordinary General Meeting has been convened for 10.05 a.m. on 19
December 2025 (or as soon thereafter as the ZDP 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 10.35 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 an ordinary resolution to allow the Company to repurchase ZDP
Shares, including those successfully tendered under the Tender Offer. If
Resolution 1 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.
The majority required for the passing of Resolution 1 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.
Resolution 2
Resolution 2 is a special resolution to approve the adoption of the New
Articles in substitution for the Existing Articles, thereby to implement the
ZDP Amendments.
Ordinary Shareholders and ZDP Shareholders are entitled to vote (together) in respect of Resolution 2 to be proposed at the Extraordinary General Meeting.
The majority required for the passing of Resolution 2 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.
Somerston Fintech 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 this document.
8 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; 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 17 December 2025 in relation to the pink form of
proxy for the ZDP Class Meeting; and
● 10.05 a.m. on 17 December 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 Resolutions to be proposed at the Extraordinary General
Meeting.
9 Action to be taken: ZDP Shareholders
Only those ZDP Shareholders (other than 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 17 December
2025.
ZDP Shareholders who tender any or all of their ZDP Shares should indicate on
the Tender Form whether they wish to receive the Tender Price in cash or
Ordinary Shares.
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 2 to be proposed at the Extraordinary General Meeting.
10 Shareholder support and related party transactions
The Proposals have the support of Somerston Group, the Company's major
shareholder, which has agreed to tender all of its ZDP Shares in the Tender
Offer at the Tender Price, to be settled in new Ordinary Shares.
Somerston holds 51.5 per cent. of the Ordinary Shares and 96.9 per cent. of
the ZDP Shares (excluding shares held in treasury). Somerston is entitled to
vote on the Resolutions proposed at the Meetings and has irrevocably
undertaken to vote in favour of the Resolutions in respect of its 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 by virtue of it being a Substantial Shareholder. Accordingly, Somerston
Fintech's agreement to tender all of its ZDP Shares in the Tender Offer and
the proposed ZDP Amendments in respect of the ZDP Shares held by Somerston
Fintech are related party transactions for the purpose of the AIM Rules.
The Independent Directors consider, having consulted with the Company's
nominated adviser, Shore Capital, that each of: (i) Somerston Fintech's
agreement to tender all of its ZDP Shares in the Tender Offer; and (ii) the
proposed ZDP Amendments in respect of the ZDP Shares held by Somerston
Fintech, is fair and reasonable insofar as Ordinary Shareholders are
concerned.
11 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
Resolution 2 to be proposed at the Extraordinary General Meeting. The
Independent Directors also unanimously recommend that Ordinary Shareholders
vote in favour of 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, excluding treasury shares).
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 this document and Tender Offer opens 28 November
Latest time and date for receipt of pink forms of proxy for 10.00 a.m. on 17 10.00 a.m. on 17 December
December the ZDP Class Meeting
Latest time and date for receipt of white forms of proxy for the Extraordinary 10.05 a.m. on 17 December
General Meeting
Latest time and date for receipt of Tender Forms from ZDP Shareholders 1.00 p.m. on 17 December
Record Date and time for the Tender Offer 6.00 p.m. on 17 December
ZDP Class Meeting 10.00 a.m. on 19 December
Extraordinary General Meeting 10.05 a.m(.1) on 19 December
Publication of the results of the Meetings 19 December
Effective date of the ZDP Amendments immediately following the EGM on 19 December
Completion of the Tender Offer 22 December
New or balancing share certificates (as appropriate) and cheques dispatched within 10 Business Days of
to ZDP Shareholders
completion of the Tender Offer
(1) Or as soon thereafter as the ZDP Class Meeting has been concluded or
adjourned.
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
AIM Rules the AIM Rules for Companies
Attorney has the meaning set out in paragraph 7.3 of Part 2 of this document
Articles the articles of incorporation of the Company, as amended from time to time
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
Cash Option the option under the Tender Offer for ZDP Shareholders to receive the Tender
Price in cash
Closing Date 22 December 2025
Company Sancus Lending Group Limited, a non-cellular company limited by shares
incorporated in Guernsey with registered number 43260
Conditions the conditions of the Tender Offer set out in paragraph 3 of Part 2 of this
document
Cover Test a test relevant to certain actions proposed to be taken by the Company and
designed to ensure adequate cover for the repayment of the ZDP Shares, as set
out in the Existing Articles
CRS the OECD's Common Reporting Standard
Directors or Board the board of directors of the Company
Euroclear Euroclear UK & International Limited in its capacity as the operator of
CREST
Existing Articles the Articles in force as at the date of this document
Extraordinary General Meeting or EGM the extraordinary general meeting of the Company convened for 19 December
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 Part 8 of this
document, or any adjournment thereof
FATCA the US Foreign Account Tax Compliance Act
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 209.90 pence, being the amount per ZDP Share to which a ZDP Shareholder will
be entitled on the ZDP Maturity Date
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 and the Extraordinary General Meeting (or either 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 2 to be proposed at the Extraordinary General Meeting
OECD the Organisation for Economic Co-operation and Development
Ordinary Shareholder a holder of Ordinary Shares
Ordinary Shares the ordinary shares of no par value in the capital of the Company
Ordinary Shares Option the option under the Tender Offer for ZDP Shareholders to receive the Tender
Price by way of the issue of new Ordinary Shares
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
Proposals the ZDP Amendments and the Tender Offer as described in Part 1 of this
document
Recommended Resolution has the meaning set out in paragraph (f) of Part 3 of this document
Reconstruction Resolution has the meaning set out in paragraph (g) of Part 3 of this document
Record Date 6.00 p.m. on 17 December 2025
Register the register of members of the Company
Registrar or Receiving Agent MUFG Corporate Markets
Regulatory Information a service approved by the London Stock Exchange for the distribution to the
Service public of announcements
Resolution 1 the resolution to be proposed for approval by Ordinary Shareholders at the
EGM, as described at paragraph 7.2 of Part 1 of this document
Resolution 2 the resolution to be proposed for approval by Shareholders at the EGM, as
described at paragraph 7.2 of Part 1 of this document
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 in respect of non- Somerston ZDP
Shareholders, or in the case of Somerston 1,700,000 ZDP Shares as reduced by
the number of ZDP Shares validly tendered by non-Somerston ZDP Shareholders
Tender Form the tender form enclosed with this document 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 this document 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
US-Guernsey IGA the intergovernmental agreement between the US and Guernsey in relation to
FATCA
ZDP Amendments the adoption of the New Articles which will remove certain
protections afforded to ZDP Shareholders as described in paragraph 4.2 of Part
1 of this document
ZDP Amendment Resolution Resolution 2 to be proposed at the Extraordinary General Meeting to adopt the
New Articles
ZDP Class Meeting the class meeting of ZDP Shareholders convened for 19 December b2025,
commencing at 10.00 a.m., notice of which is set out in Part 8 of this
document, or any adjournment thereof
ZDP Maturity Date 5 December 2030, being the maturity date of the ZDP Shares (i.e. the date on
which the Final Capital Entitlement is payable to ZDP Shareholders)
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.
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rns@lseg.com (mailto:rns@lseg.com)
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