REG - XLMedia PLC - Tender Offer
20/01/2025 07:00
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RNS Number : 8594T XLMedia PLC 20 January 2025
20 January
2025
For immediate
release
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA 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.
This release contains inside information within the meaning of Article 7(1) of
the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version
of EU MAR as it forms part of UK law by virtue of the European Union
(Withdrawal) Act (as amended).
XL Media Group PLC
("XL Media", the "Group", or the "Company")
Proposed initial return of up to £16.0 million to shareholders
XL Media Group plc (AIM: XLM), a sports and gaming digital media company,
announces that it will shortly be posting a Circular (the "Circular") setting
out the details of a proposed return of capital to Shareholders of up to
£16.0 million as an initial distribution from the proceeds of the asset sales
related to the Europe Disposal and the North America Disposal (together, the
"Disposals") (the "Tender Offer"). The Company expects to make a further
distribution of capital to Shareholders in the second quarter of 2025.
Further to its announcement on 16(th) December 2024, the Company is seeking to
return up to approximately £16 million (circa. $20 million) of cash to
Qualifying Shareholders by way of the Tender Offer. The Tender Offer will be
conducted at a fixed price of 11.5 pence per Ordinary Share (the "Tender
Price"), which represents a premium of approximately 24 per cent. to the
volume weighted average price of 9.27 pence for the one month period ended 17
January 2025 (being the "Latest Practicable Date") and will be subject to the
passing of the Tender Offer Resolution.
If the maximum number of Ordinary Shares under the Tender Offer is acquired,
this would result in the purchase of approximately 52.98 per cent. of the
Company's current issued share capital. The Tender Offer remains subject to
approval by Shareholders at the General Meeting, to be held at the offices of
Cavendish Capital Markets at One Bartholomew Close, London EC1A 7BL 9.00 a.m.
on 6 February 2025.
The Circular sets out the terms and conditions of the Tender Offer and
explains how Qualifying Shareholders may tender Ordinary Shares, should they
wish to do so. The Circular and this announcement set out the background to
and reasons for the Tender Offer.
Unless otherwise defined, capitalised terms in this announcement shall have
the meaning set out in the Definitions section below.
The Company wishes to remind Shareholders that following completion of the
North America Disposal, the Company became an AIM Rule 15 Cash Shell with no
material trading business, activities and assets other than the cash proceeds
from the Europe Disposal and North America Disposal, and is now focused on the
orderly distribution to Shareholders of the proceeds from the Europe Disposal
and the North America Disposal. The Company currently expects to make a
further distribution of capital to Shareholders in the second quarter of 2025.
Expected Timetable
Posting of the Circular 20 January 2025
Tender Offer opens 20 January 2025
Latest time and date for receipt of CREST Proxy Instructions for the General 9.00 a.m. on 4 February 2025
Meeting
Latest time and date for receipt of Forms of Proxy for the General Meeting 9.00 a.m. on 4 February 2025
General Meeting 9.00 a.m. on 6 February 2025
Latest time and date for receipt of Tender Forms or for settlement of TTE 1.00 p.m. on 6 February 2025
Instructions in respect of the Tender Offer
Record Date for participation in Tender Offer 6.00 p.m. on 6 February 2025
Result of Tender Offer announced 7 February 2025
CREST accounts settled in respect of unsold tendered Ordinary Shares held in 10 February 2025
uncertificated form
Payments through CREST made in respect of Ordinary Shares held in By 17 February 2025
uncertificated form successfully tendered
Cheques despatched in respect of Ordinary Shares held in certificated form By 17 February 2025
successfully tendered
Balancing certificates despatched in respect of unsold tendered Ordinary by 17 February 2025
Shares held in certificated form
Notes:
1 Each of the times and dates referred to in
the expected timetable above and elsewhere in this announcement may be
extended or brought forward at the discretion of the Company. If any of the
above times and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement through a Regulatory Information
Service.
2 All times referred to in this announcement
are, unless otherwise stated, references to London time.
Background to and reasons for the Tender Offer
The Company announced on 13 November 2024 that it became an AIM Rule 15 Cash
Shell following completion of the North America Disposal which resulted in the
Company divesting substantially all its trading business.
Whilst the Group no longer has any material trading activities, as previously
announced, the Board believes that it is in Shareholders' best interests for
the Company to remain admitted to trading on AIM while it seeks to make
returns of the consideration from both the Europe Disposal and North America
Disposal to Shareholders and settles relevant liabilities, rather than
cancelling the admission of shares trading on AIM. The Board reconfirms that
the Company has no plans to seek to make an acquisition or acquisitions which
constitute a reverse takeover under AIM Rule 14 and that the Company remains
solely focused on the orderly distribution to Shareholders of the proceeds
from the Disposals.
Since completion of the Disposals, the Board has focused on finalising the
Company's tax position and other liabilities to determine the maximum amount
of cash that may be appropriately returned to Shareholders. The Board has also
been assessing the different options through which it may distribute capital
to Shareholders.
The Group's cash at the end of December 2024 was $35 million. The Group is due
to receive $7.5 million on 1 April 2025 in relation to the Europe Disposal
from Gambling.Com Group Limited. It is also eligible for earnout payments
across both Disposals based on performance, both payable in April 2025.
The Board is tracking performance of the assets in Europe and North America.
While it cannot be certain of the eventual level of earnout that will be
achieved, on the basis of current information and extrapolating current
trends, it estimates that the aggregate earnout amount across both
transactions would be approximately between $3 million to $4 million, and
possibly up to $5 million. The exact amount will not be known until reporting
on final trading in the last months of 2024 is complete. Agreed earnouts are
not expected to be finalised until late Q1 2025.
The Group continues to be focused on minimising costs while supporting the
transitional services agreements for both Disposals, including a rapid
reduction in staff numbers. The Group estimates its costs to clear liabilities
including deferred minimum guarantee payments, settle tax in each jurisdiction
in which it operates, support the transitional service agreements and close
down the Group, including redundancy payments to be in the order of $11
million to $13 million. The final tax charges included in these costs will be
determined once 2024 tax submissions are completed and agreed and final
transaction proceeds for the Disposals are known and could vary from the
estimates made.
The Board has resolved to make an initial distribution of £16 million to
Shareholders by way of this Tender Offer. The Company expects to make a
further distribution of capital to Shareholders in the second quarter of 2025,
subject to the Board's final assessment of the Company's tax position and
other liabilities. Any amounts that remain in the Group in excess of the
amounts required to satisfy creditors and the cost of liquidating the Group,
are expected to be returned to Shareholders through the liquidation process.
The Board considers that the Tender Offer is the most suitable way of
returning capital to Shareholders in a quick and efficient manner, taking into
account the relative costs, complexity and timeframes of other possible
methods, as well as the likely tax treatment for and equality of treatment of
Shareholders.
The Tender Offer
Overview
The key points of the Tender Offer are as follows:
· the Tender Offer will be restricted to 139,130,434 Ordinary Shares,
representing approximately 52.98 per cent. of the Ordinary Shares in issue on
the Record Date;
· each Shareholder (other than Restricted Shareholders) will be able to
tender up to 52.98 per cent. of their holding (rounded down to the nearest
whole number of Ordinary Shares), with such tenders being satisfied in full
("Tender Entitlement");
· Shareholders will not be able to tender Ordinary Shares in excess of
their Tender Entitlement; and
· the Tender Price will be fixed at 11.5 pence per Share which
represents a premium of approximately 24 per cent. to the volume weighted
average price of 9.27 pence for the one month period ended on 17 January 2025,
the latest practicable day before the publication of this announcement.
Structure of the Tender Offer
The Tender Offer will be implemented on the basis of Cavendish acquiring, as
principal, the successfully tendered Ordinary Shares at the Tender Price. The
Company will purchase such Ordinary Shares from Cavendish at the same price
under the Repurchase Agreement. The Company will cancel the Ordinary Shares
purchased by it under the Repurchase Agreement.
Up to 139,130,434 Ordinary Shares will be purchased under the Tender Offer,
representing approximately 52.98 per cent. of the Company's current issued
share capital, for a maximum aggregate consideration of £16 million. The
Tender Offer is conditional on, among other things, the passing of the Tender
Offer Resolution at the General Meeting and the conditions set out in the
Circular.
Qualifying Shareholders can decide whether they want to tender all, some or
none of their entitlement of Ordinary Shares in the Tender Offer under their
Tender Entitlement, which will be approximately 52.98 per cent. of their
holding. The Tender Offer is being made available to all Qualifying
Shareholders on the Register at 6.00 p.m. on the Record Date. The Tender Offer
will close at 1:00 p.m. (UK time) on 6 February 2025 and tenders received
after that time will not be accepted (unless the Tender Offer is extended).
The Tender Price
A Tender Price of 11.5 pence per Ordinary Share will be applied to all
Ordinary Shares purchased by Cavendish pursuant to the Tender Offer. The
Tender Price will allow Cavendish to purchase the maximum number of Ordinary
Shares for a total cost not exceeding approximately £16 million or, if the
aggregate price of all Ordinary Shares validly tendered by Qualifying
Shareholders is less than approximately £16 million, all of the Ordinary
Shares validly tendered pursuant to the Tender Offer.
Number of Ordinary Shares to be purchased
Under the Tender Offer, each Qualifying Shareholder is entitled to tender up
to 52.98 per cent. of their shareholding to be purchased by Cavendish at the
Tender Price (being their Tender Entitlement). Each Qualifying Shareholder's
Tender Entitlement will be calculated by the Receiving Agent as at the Record
Date by reference to the Qualifying Shareholder's holding of Ordinary Shares
as at that date.
Tender Entitlement
Ordinary Shares tendered under the Tender Offer in respect of up to 52.98 per
cent. of each registered holding of Ordinary Shares of every Qualifying
Shareholder on the Record Date will be accepted in full at the Tender Price
and will not be scaled down, provided that such Ordinary Shares are validly
tendered. This percentage is known as the "Tender Entitlement".
Settlement
Subject to the Tender Offer becoming unconditional and the acquisition of the
Ordinary Shares pursuant to the Tender Offer by Cavendish, payment of the
Tender Price due to Qualifying Shareholders whose tenders under the Tender
Offer have been accepted will be made (a) by a Sterling cheque (for
certificated shareholders only), expected to be despatched on or before 17
February 2025; or (b) by a CREST payment (for CREST shareholders only),
expected to be made on or before 17 February 2025, as appropriate.
If any tendered Ordinary Shares are not purchased because of an invalid
tender, the termination of the Tender Offer or otherwise, relevant share
certificate(s) and/or other documents of title, if any, will be returned or
sent as promptly as practicable, without expense to, but at the risk of, the
relevant tendering Qualifying Shareholder, or in the case of Ordinary Shares
held in uncertificated form (that is, in CREST), the Receiving Agent will
provide instructions to Euroclear to transfer all Ordinary Shares held in
escrow balances by TTE Instruction to the original available balances from
which those Ordinary Shares came.
Authority to make market purchases of own shares
The Notice of General Meeting sets out the Tender Offer Resolution to
authorise the Company to buy back up to a maximum of 52.98 per cent. of the
issued share capital of the Company representing 139,130,434 Ordinary Shares
pursuant to (and solely in relation to) the Tender Offer.
The Tender Offer Resolution is a special resolution. In order to be passed,
the Tender Offer Resolution will require the approval of Shareholders
representing at least 66.6 per cent. of the votes cast at the General Meeting.
Repurchase Agreement
Under the Repurchase Agreement, the parties have agreed that, subject to,
amongst other things, the sum of £16 million (equal to the Tender Price
multiplied by the maximum number of Ordinary Shares that could be repurchased
under the Tender Offer) being received by Cavendish (or its custodian) by no
later than 5.00 p.m. on 10 February 2025 (or such later time and/or date as
may be agreed by Cavendish and the Company) and the Tender Offer becoming
unconditional in all respects and not lapsing or terminating in accordance
with its terms, Cavendish shall, as principal, purchase, "on exchange", at the
Tender Price, Ordinary Shares successfully tendered to it, up to a maximum
aggregate value, at the Tender Price, of £16 million.
The Company has agreed that, immediately following the purchase by Cavendish
of all Ordinary Shares which it has agreed to purchase as principal under the
terms of the Tender Offer, the Company will purchase from Cavendish all such
Ordinary Shares at a price per Ordinary Share equal to the Tender Price. All
transactions will be carried out on the London Stock Exchange.
Under the Repurchase Agreement, the Company has agreed to cancel any Ordinary
Shares purchased by it under the Tender Offer. The Repurchase Agreement
contains certain warranties from Cavendish in favour of the Company concerning
its authority to enter into the Repurchase Agreement and to make the purchase
of Ordinary Shares pursuant thereto. The Repurchase Agreement also contains
warranties and undertakings from the Company in favour of Cavendish and
incorporates an indemnity in favour of Cavendish in respect of any liability
which it may suffer in relation to the performance of its obligations under
the Tender Offer.
Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdiction in
which they are located. Persons who are not resident in the United Kingdom
should read paragraph 6 ("Overseas Shareholders") in Part 3 of the Circular
and should inform themselves about, and observe, any applicable legal or
regulatory requirements.
In particular, the Tender Offer is not being made in the United States and is
not being made, directly or indirectly, in or into, or by use of the mails,
any means or instrumentality (including, without limitation, facsimile
transmission, email, other electronic transmission or telephone) of interstate
or foreign commerce or any facility of a national, state or other securities
exchange, of the United States or any other Restricted Jurisdiction and the
Tender Offer cannot be accepted by any such use, means, instrumentality,
facility or otherwise from within the United States or any other Restricted
Jurisdiction.
Copies of this announcement and formal documentation relating to the Tender
Offer must not be forwarded or transmitted to or in the United States, any
other Restricted Jurisdiction or any other jurisdiction outside the United
Kingdom where to do so may violate any legal or regulatory requirement.
Taxation
Qualifying Shareholders should be aware that there may be tax considerations
that they should take into account when deciding whether or not and/or the
extent to which to participate in the Tender Offer. A summary of the taxation
consequences of the Tender Offer for UK resident Shareholders is set out in
the Circular. It should be noted that this tax summary is merely a guide to
current tax law and practice in the UK. Shareholders are advised to consult
their own professional advisers regarding their own tax position.
Notification of interests
Under chapter 5.1.2 of the Disclosure Guidance and Transparency Rules ("DTR"),
certain Shareholders are required to notify the Company of the percentage of
voting rights they hold as Shareholders or through their direct or indirect
holding of financial instruments within the limits referred to in the DTR.
Following any purchase by the Company of Ordinary Shares from Cavendish
pursuant to the Repurchase Agreement, the percentage of voting rights held by
a Shareholder may change. Such a change in the percentage of voting rights
held by a Shareholder may give rise to an obligation on the Shareholder to
notify the Company as soon as possible, but not later than two trading days,
after becoming aware or being deemed to have become aware of such change. If
Shareholders are in any doubt as to whether they should notify the Company or
as to the form of that notification, they should consult their solicitor or
other professional adviser.
Action to be taken
General Meeting
Whether or not Shareholders intend to attend the General Meeting in person,
they are encouraged to submit a proxy vote online.
Shareholders can appoint proxies electronically via the Link Investor Centre
app or via the web browser at
https://investorcentre.linkgroup.co.uk/Login/Login so that the instruction is
received by Link Group by not later than 9:00 a.m. on 4 February 2025. CREST
members can also appoint proxies by using the CREST electronic proxy
appointment service and transmitting a CREST Proxy Instruction in accordance
with the procedures set out in the CREST Manual so that it is received by Link
Group (under CREST participant RA10) by not later than 9:00 a.m. on 4 February
2025. The time of receipt will be taken to be the time from which Link Group
is able to retrieve the message by enquiry to CREST in the manner prescribed
by CREST.
If Shareholders are in any doubt as to the action they should take, they are
recommended to seek their own independent advice.
Tender Offer
Only Qualifying Shareholders whose names appeared on the Register as at 6.00
p.m. on the Record Date are able to participate in the Tender Offer in respect
of the Ordinary Shares held as at that date. Qualifying Shareholders who hold
Ordinary Shares in certificated form who have acquired Ordinary Shares in the
period between the date of the Circular and the Record Date can obtain a
Tender Form by contacting the Receiving Agent, as detailed in the Circular.
(a) Ordinary Shares held in certificated form
Qualifying Shareholders who hold Ordinary Shares in certificated form and who
wish to participate in the Tender Offer should follow the instructions on the
Tender Form provided to them and return it to the Receiving Agent to arrive by
no later than 1.00 p.m. on 6 February 2025. Qualifying Shareholders who hold
their Ordinary Shares in certificated form should also send their original
share certificate(s) in respect of the Ordinary Shares tendered with their
Tender Form.
(b) Ordinary Shares held in uncertificated form
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form
(that is, in CREST) and who wish to participate in the Tender Offer should
tender electronically through CREST so that the TTE Instruction settles no
later than 1.00 p.m. on 6 February 2025.
Further details of the procedures for tendering and settlement are set out in
Part 3 of this Circular.
Shareholders who do not wish to participate in the Tender Offer should not
complete the Tender Form and should not make or arrange for a TTE Instruction.
General
Any repurchase of Ordinary Shares pursuant to the Repurchase Agreement will be
financed solely from the Company's existing cash resources. No borrowings will
be incurred by the Company in respect of any repurchase of Ordinary Shares
pursuant to the Repurchase Agreement.
As at the Latest Practicable Date, the issued share capital of the Company
carrying voting rights was 262,586,405 Ordinary Shares. Cavendish has given
and has not withdrawn its consent to the inclusion of its name in this
Circular.
If Shareholders choose not to tender their Ordinary Shares under the Tender
Offer, their holding will be unaffected, save for the fact that, assuming the
successful completion of the Tender Offer and subsequent repurchase of
Ordinary Shares by the Company, Shareholders will end up holding a greater
percentage of the issued share capital of the Company than they did before the
Tender Offer as there will be fewer Ordinary Shares in issue after completion
of the Tender Offer and subsequent repurchase of Ordinary Shares.
Irrevocable undertakings
The Company has received irrevocable undertakings to tender Ordinary Shares
under the Tender Offer in respect of, in aggregate, 38,932,346 Ordinary
Shares, representing approximately 14.83 per cent. of the current issued
Ordinary Shares from Premier Investissement SAS ("Premier").
Related party transaction
The undertaking to participate in the Tender Offer by Premier constitutes a
related party transaction under AIM Rule 13. Premier is a substantial
shareholder of the Company as defined in the AIM Rules for Companies. The
independent Directors consider that, having consulted with the Company's
nominated adviser, Cavendish, the terms of their participation in the Tender
Offer are fair and reasonable insofar as Shareholders are concerned.
Issued Ordinary Shares following the Tender Offer
Assuming that the maximum number of Ordinary Shares under the Tender Offer are
bought back by the Company and cancelled, the Company's issued share capital
will be reduced by 139,130,434 Ordinary Shares to 123,455,971 Ordinary Shares.
An announcement setting out the Company's new issued share capital for the
purposes of making DTR 5.1.2 notifications will be made following any purchase
by the Company of Ordinary Shares from Cavendish in relation to the Tender
Offer.
Recommendation
The Board considers the Tender Offer Resolution to be in the best interests of
Shareholders as a whole. Accordingly, the Board recommends that Shareholders
vote in favour of the Tender Offer Resolution to be proposed at the General
Meeting, as the Directors intend to do for their respective individual
beneficial holdings representing, in aggregate, approximately 3.19 per cent.
of the Company's issued share capital as at the Latest Practicable Date.
David King, Julie Markey, Marcus Rich and Ory Weihs, being the only Directors
who hold Ordinary Shares and are not resident in a Restricted Jurisdiction,
intend to tender their full Tender Entitlement in the Tender Offer.
For further information, please contact:
XLMedia plc ir@xlmedia.com
David King, Chief Executive Officer
www.xlmedia.com (http://www.xlmedia.com)
Cavendish Capital Markets Limited (Nomad and Broker) Tel: 020 7220 0500
Giles Balleny / Callum Davidson (Corporate Finance)
Charlie Combe (Corporate Broking)
www.cavendish.com (http://www.cavendish.com)
About XLMedia
XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital
media operations.
Forward Looking Statements
This announcement contains forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance.
They are based only on our current beliefs, expectations and assumptions
regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Our actual
results and financial condition may differ materially from those indicated in
the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements.
Definitions
"AIM" the AIM Market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange from time
to time
"ARAN message" a registrar's adjustment message (as defined in the CREST Manual)
"Board" the board of Directors, including any duly constituted committee thereof
"Business Day" any day other than a Saturday, Sunday or public holiday in England and Wales
and Jersey on which clearing banks in London and St Helier are open for
general banking business
"Cavendish" Cavendish Capital Markets Limited, nominated adviser and broker to the Company
"certificated" or not in uncertificated form
"in certificated form"
"Closing Date" the closing date for the Tender Offer, being 1.00 p.m. on 6 February 2025
"Company" XLMedia PLC
"CREST" the facilities and procedures for the time being of the relevant system of
which Euroclear has been approved as operator pursuant to the CREST
Regulations
"CREST Manual" the compendium of documents entitled CREST Manual issued by Euroclear from
time to time and comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual, the CREST Rules,
CCSS Operations Manual and the CREST Glossary of Terms
"CREST member" a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations)
"CREST participant" a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)
"CREST Sponsor" a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring
system participant (as defined in the CREST Regulations)
"CREST sponsored member" a CREST member admitted to CREST as a sponsored member
"Directors" the directors of the Company
"Disposals" the Europe Disposal and the North America Disposal
"Earn Out" the further consideration based on performance payable to the Group under the
Disposals
"Euroclear" Euroclear UK & International Limited, the operator of CREST
"Europe Business" the Europe and Canada sports betting and gaming asset of the Company
"Europe Disposal" the disposal of the Europe Business to Gambling.com Group Limited
"FCA" Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
"General Meeting" the general meeting of the Company convened for 9.00 a.m. on 6 February 2025
in accordance with the Notice set out at the end of the Circular
"Group" the Company and/or any or all of its existing subsidiaries and subsidiary
undertakings
"Law" the Companies (Jersey) Law 1991, as may be amended from time to time
"Link Group" the trading name of Link Market Services Limited
"London Stock Exchange" London Stock Exchange plc
"member account ID" the identification code or number attached to any member account in CREST
"North America Disposal" the disposal of the Company's North America business to Sportradar AG, a
company incorporated in Switzerland with file number CHE-113.910.142 whose
registered office is at Feldlistrasse 2, CH-9000, St. Gallen, Switzerland
("Sportradar")
"Ordinary Shares" ordinary shares of US$0.000001 each in the capital of the Company
"Overseas Shareholders" a Shareholder who is resident in, or a citizen of, a jurisdiction outside the
United Kingdom
"Panel" the Panel on Takeovers and Mergers
"participant ID" the identification code or membership number used in CREST to identify a
particular CREST member or other CREST participant
"Qualifying Shareholders" Shareholders on the Register at the Record Date other than those who are
Restricted Shareholders
"Receiving Agent" Link Group
"Record Date" the record date for the Tender Offer, being the close of business on 6
February 2025
"Register" the register of Shareholders
"Regulatory Information Service" a regulatory information service approved by the FCA and on the list of
regulatory information services maintained by the FCA
"Repurchase Agreement" the agreement dated 20 January 2025 between the Company and Cavendish whereby
the Company has agreed to purchase, and Cavendish has agreed to sell to the
Company, as an on-market purchase and at a price per Share equal to the Tender
Price, all of the Ordinary Shares purchased by Cavendish pursuant to the
Tender Offer
"Restricted Jurisdiction" any of the following jurisdictions: Australia; Canada; Japan; New Zealand; the
Republic of South Africa; or the United States
"Restricted Shareholder" a Shareholder who is a resident in, or a citizen or national of, a Restricted
Jurisdiction or any other jurisdiction where the mailing of the Circular or
the Tender Form in, into or from such jurisdiction would constitute a
violation of the laws of such jurisdiction
"Shareholders" holders of Ordinary Shares
"Takeover Code" The City Code on Takeovers and Mergers
"Tender Entitlement" in the case of each Shareholder (other than Restricted Shareholders), the
entitlement to tender their Ordinary Shares representing up to 52.98 per cent.
of the Ordinary Shares registered in the Register in such person's name at the
Record Date rounded down to the nearest whole number of Ordinary Shares
"Tender Form" the tender form issued by the Company for use by Shareholders in connection
with the Tender Offer
"Tender Offer" the invitation by Cavendish to Shareholders (other than Restricted
Shareholders) to tender up to 139,130,434 Shares in aggregate, representing
approximately 52.98 per cent. of the Shares in issue on the Record Date, for
purchase on the terms and subject to the conditions set out in the Circular
and, where applicable, the Tender Form
"Tender Offer Resolution" the special resolution to be proposed at the General Meeting in connection
with the Tender Offer
"Tender Price" the fixed price of 11.5 pence per Share at which Shares will be purchased
pursuant to the Tender Offer
"TFE Instruction" a transfer from escrow instruction (as defined by the CREST Manual)
"TTE Instruction" a transfer to escrow instruction (as defined by the CREST Manual)
"uncertificated form" or recorded in the Register as being held in uncertificated form in CREST and
"in uncertificated form" title to which may be transferred by means of CREST
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
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. END TENSFMFLUEISEEFRecent news on XLMedia
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