REG - System1 Group PLC - Share Buyback Programme

System1Announcement

12/07/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220712:nRSL0928Sa&default-theme=true

RNS Number : 0928S  System1 Group PLC  12 July 2022

 

  12 July 2022

 

 

System1 Group PLC (AIM: SYS1)

 ("System1", or "the Company", or "the Group")

 

Share Buyback Programme

 

System1 Group PLC (AIM: SYS1), the marketing decision-making platform,
announces its intention to commence a share buyback programme (the "Buyback
Programme"), using the Company's existing cash resources to make market
purchases of System1 ordinary shares ahead of the Company's tender offer, for
an aggregate value of up to £1.5 million (the "Maximum Amount") in order to
enhance shareholder returns and to satisfy obligations in relation to employee
share schemes.

 

The Company has entered into an agreement with its broker, Canaccord Genuity
Limited ("Canaccord Genuity"), to carry out purchases under the Buyback
Programme on its behalf on an irrevocable and non-discretionary basis. The
Broker will make its trading decisions under the Buyback Programme
independently of, and uninfluenced by, the Company. The Company has agreed the
Buyback Programme will commence immediately and run to no later than 31 August
2022,or the date of announcement of the Company's tender offer, whichever is
earlier.

 

This arrangement is in accordance with the Company's general authority to
repurchase shares, which extends until the Company's 2022 AGM, including that
the maximum purchase price which may be paid for any Ordinary Share shall not
be more than the higher of (in each case exclusive of expenses) the price of
the last independent trade and the highest current independent purchase bid on
the London Stock Exchange at the time the purchase is carried out.

 

The Share Buyback Programme will also be effected within the parameters of the
Market Abuse Regulation 596/2014/EU as amended by the Market Abuse (Amendment)
(EU Exit) Regulations 2019 ("UK MAR") and the Commission Delegated Regulation
2016/1052/EU as amended by Technical Standards (Market Abuse Regulation) (EU
Exit) Instrument 2019 which both form part of the law of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018).

 

Due to the limited liquidity in the issued Ordinary Shares, a buy-back of
Ordinary Shares pursuant to the Authority on any given trading day is likely
to represent a significant proportion of the daily trading volume in the
Ordinary Shares on AIM and is likely to  exceed 25 per cent. of the average
daily trading volume and, accordingly, the Company will not benefit from the
exemption contained in Article 5(1) of Regulation (EU) No. 596/2014.

 

The Company intends to hold all Ordinary Shares so purchased in treasury for
the purpose of satisfying future obligations in relation to its employees' or
other share schemes.

 

The Company will make further regulatory announcements to shareholders in
respect of purchases of Ordinary Shares by the Company as they occur.

 

This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication
of this announcement, this inside information is now considered to be in the
public domain and the Company confirms that it currently has no inside
information.

 

The Company can be found at www.system1group.com
(http://www.system1group.com/) .

 

 

For further information, please contact:

 System1 Group PLC                             Tel: +44 (0)20 7043 1000
 John Kearon, Founder and Executive President
 Chris Willford, Chief Financial Officer

 Canaccord Genuity Limited                     Tel: +44 (0)20 7523 8000
 Simon Bridges / Andrew Potts

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  POSUAAARUWUBAUR