Result of Tender Offer

Anpario PLC

23 June 2023

 

23 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

Anpario plc

("Anpario" or the "Company")

Result of Tender Offer

Total Voting Rights

and

Directors' interests

Anpario (AIM: ANP), the independent manufacturer of natural sustainable animal feed additives for health, nutrition and biosecurity, is pleased to announce the result of its Tender Offer, details of which were set out in the circular published by the Company on 2 June 2023 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 4,000,000 Ordinary Shares at the Tender Price of 225 pence per Ordinary Share, for an aggregate maximum consideration of £9.0 million. The Tender Offer closed at 1.00 p.m. on 22 June 2023. Valid tenders were received in respect of 4,288,700 Ordinary Shares, equal to approximately 107 per cent of the total number of Ordinary Shares subject to the Tender Offer.

As the Tender Offer was oversubscribed by 288,700 Ordinary Shares, not all of the Ordinary Shares that have been validly tendered have been accepted and purchased. The Guaranteed Entitlement therefore applies to each Qualifying Shareholder. Tenders have been accepted on the basis set out in paragraphs 2.14.1 and 2.14.2 of Part IV of the Circular:

·    all Ordinary Shares validly tendered up to the Guaranteed Entitlement, for each relevant holding of Ordinary Shares, will be accepted and purchased in full; and

·    all Ordinary Shares validly tendered in excess of the Guaranteed Entitlement and up to the Excess Entitlement, for each relevant holding of Ordinary Shares, will be scaled down pro rata to the total number of such Ordinary Shares tendered in excess of the Guaranteed Entitlement and up to the Excess Entitlement such that the total cost of Ordinary Shares to be purchased pursuant to the Tender Offer does not exceed £9 million, provided, however, that the Company shall be entitled to exercise its discretion to adjust such scaling down on the basis that the removal of any Shareholders in full from the register of members would bring administrative cost saving to the Company and in recognition that Shareholders may not wish to hold small and uneconomic numbers of Ordinary Shares.

Of the total number of Ordinary Shares validly tendered and purchased by the Company, all 4,000,000 Ordinary Shares will be cancelled, with effect from on or around 7 July 2023. The Company also intends to cancel all other Ordinary Shares held in treasury (440,388 Ordinary Shares) at the same time.

CREST accounts will be credited for revised uncertificated holdings of Ordinary Shares and Tender Offer proceeds by 7 July 2023. For Ordinary Shares held in certificated form, cheques in respect of Tender Offer proceeds and balancing share certificates will be despatched by 7 July 2023.

Total Voting Rights

Following the closing of the Tender Offer and the cancellation of 4,440,388 Ordinary Shares referred to above, the Company will have 20,063,131 Ordinary Shares in issue with no Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 20,063,131 which may be used by Shareholders as the denominator in the calculations by which they may determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Directors' interests

As set out in the Circular, the Company received irrevocable undertakings from each of the Directors (with the exception of Kate Allum who is not a Shareholder) that they would each not participate in the Tender Offer in respect of any Ordinary Shares of which they are the registered or beneficial holder, or otherwise hold on trust as trustees (as applicable). Therefore, following cancellation of the successfully tendered Ordinary Shares and Ordinary Shares currently held in treasury ("Cancellation"), the interests of each Director, of the Company's total voting rights will be follows:

Name	Number of Ordinary Shares held pre and post Cancellation	% of Company's total voting rights immediately following Cancellation
Richard Edwards	203,396	1.01%
Karen Prior	157,445	0.78%
Marc Wilson	14,951	0.07%
Matthew Robinson	8,600	0.04%
Total	384,392	1.92%

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

The person responsible for arranging the release of this announcement on behalf of the Company is Richard Edwards, CEO.

Enquiries:-

Anpario plc:
Richard Edwards, CEO	[phone]
Marc Wilson, Group Finance Director	[phone]
Shore Capital: (Nominated Adviser and Broker):	[phone]
Stephane Auton David Coaten	Corporate Advisory
Tom Knibbs
Henry Willcocks	Corporate Broking

 

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