Notice of Tender Offer and AGM
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
CERTAIN INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSE OF THE MARKET ABUSE REGULATION EU (NO) 596/2014. UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
17 May 2019
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group")
PROPOSED TENDER OFFER FOR UP TO A MAXIMUM VALUE OF APPROXIMATELY £5 MILLION
AT A FIXED PRICE OF 92 PENCE PER ORDINARY SHARE
AND
NOTICE OF ANNUAL GENERAL MEETING
TruFin is pleased to announce that it is proposing to purchase up to 5,435,105 Ordinary Shares through a tender offer (the "Tender Offer") at a fixed price of 92 pence per Ordinary Share (the "Tender Price"), which equates to a maximum value of approximately £5 million.
The Tender Offer is subject to approval by the Company's Shareholders of the purchase of the Ordinary Shares pursuant to the Tender Offer and this is being sought at the Company's 2019 Annual General Meeting which will be held on Tuesday, 4 June 2019 at 11:30am at the offices of Travers Smith at 10 Snow Hill, London, EC1A 2AL.
Highlights of the Tender Offer
· Under the Tender Offer, each Eligible Shareholder is entitled to have its shareholding purchased by the Company at the Tender Price of 92 pence per Ordinary Share up to that Eligible Shareholder's Basic Entitlement together with potential further purchases depending on the number of Ordinary Shares tendered by other Eligible Shareholders (subject to the overall maximum number indicated below).
· The Company will purchase existing issued Ordinary Shares for a total purchase price of up to £5 million.
· The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 5,435,105, representing approximately 5.582 per cent. of the Company's issued share capital as at 16 May 2019 (assuming full take-up of the Tender Offer at the Tender Price).
· All Ordinary Shares validly tendered by any Eligible Shareholder up to their Basic Entitlement will be accepted in full. Amounts in excess of this will be scaled down as detailed in the Circular.
· Successfully tendered Ordinary Shares will be cancelled by the Company and will not be available for re-issue.
· The Tender Offer opens on 20 May 2019 and will close at 1.00 p.m. on 4 June 2019.
· Completion of the Tender Offer will be conditional on Shareholder approval of the Tender Offer at the Annual General Meeting to be held on 4 June 2019.
The preceding summary should be read in conjunction with the text below as well as the shareholder circular, which the Company is posting to Shareholders today and which also includes notice of TruFin's Annual General Meeting (the "Circular").
The Circular is available on the Company's website www.TruFin.com
Expected timetable of events
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2019 |
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Tender Offer opens |
20 May |
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Latest time and date for receipt of Forms of Proxy |
by 11.30 a.m. on 2 June |
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Annual General Meeting |
11.30 a.m. on 4 June |
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Announcement of results of Annual General Meeting |
4 June |
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Latest time and date for receipt of Tender Forms and share certificates for tendered certificated Ordinary Shares |
by 1.00 p.m. on 4 June |
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Latest time and date for TTE instructions from CREST |
by 1.00 p.m. on 4 June |
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Record Date for the Tender Offer |
6.00 p.m. on 4 June |
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Announcement of results of the Tender Offer |
by 7.00 a.m. on 5 June |
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CREST accounts credited with Ordinary Shares in respect of unsuccessful tenders |
by 6 June |
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CREST accounts credited with Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares |
by 7 June |
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Despatch of cheques for Tender Offer proceeds for certificated Ordinary Shares |
by 13 June |
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Despatch of balance share certificates in respect of unsuccessful tenders |
by 13 June |
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). The person responsible for arranging release of this information on behalf of the Company is Henry Kenner, Executive Chairman.
For further information, please contact:
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TruFin plc |
0203 743 1340 |
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Macquarie Capital (Europe) Limited (NOMAD and joint broker) |
0203 037 2000 |
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Liberum Capital Limited (Joint broker) |
0203 100 2000 |
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Blue Pool Communications (PR) |
07501 271 083 |
About TruFin plc:
TruFin plc is the holding company for an operating group of companies that are niche lenders and early payment providers. TruFin Group combines the benefits of both the traditional relationship banking model and developments in the fintech sector. The Company was admitted to AIM in February 2018 and trades under the ticker symbol: TRU. More information is available on the Company website www.TruFin.com
Background to the Tender Offer
The sale of the Company's indirect interests in Zopa Group Limited to Arrowgrass Master Fund Ltd. for cash consideration of £44.5 million completed on 7 May 2019 (the "Zopa Sale"). On 17 April 2019, the Board announced that, subject to completion of the Zopa Sale, the Company would return a minimum of £10 million to Shareholders during 2019, of which a return of at least £5 million shall be effected by 30 June 2019 and the remainder by 31 December 2019.
TruFin intends to return surplus cash to Shareholders by way of the Tender Offer for a maximum value of approximately £5 million at the Tender Price of 92 pence per Ordinary Share. The Tender Offer is being made available to all Eligible Shareholders who are on the Register on the Record Date. Shareholders can decide whether they want to tender up to their Basic Entitlement together with potential further tenders, depending on the number of Ordinary Shares tendered by other Eligible Shareholders.
The Tender Offer is subject to approval by the Shareholders of the purchase of the Ordinary Shares pursuant to the Tender Offer and the terms of the Tender Offer as described in the Circular. To the extent that the full £5 million is not returned to Shareholders through the Tender Offer, the Company intends to return the balance of the £5 million to existing Shareholders in cash, by way of a special interim dividend.
The Tender Offer
The Board is proposing to return up to approximately £5 million of cash through a purchase of up to 5,435,105 existing Ordinary Shares from Eligible Shareholders. The Tender Offer is being made available to all Eligible Shareholders who are on the Register on the Record Date. Shareholders can decide whether they want to tender up to their Basic Entitlement together with potential further tenders, depending on the number of Ordinary Shares tendered by other Eligible Shareholders. Once purchased, those Ordinary Shares will be cancelled and will not be available for re-issue. To the extent that the full £5 million is not returned to Shareholders through the Tender Offer, the Company intends to return the balance of the £5 million to existing Shareholders in cash, by way of a special interim dividend, subject to the Board being satisfied on reasonable grounds that the Company will, immediately after payment of the special interim dividend, satisfy the solvency test prescribed by the Companies Law and the Board approving a solvency statement, signed by the Directors, to that effect.
The Tender Offer is being made on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ordinary Shares only, the Tender Form, in respect of up to 5,435,105 Ordinary Shares in issue on the Record Date at the Tender Price of 92 pence per Ordinary Share.
The Tender Offer is conditional on the passing of the Tender Offer Resolution. The Tender Offer is only available to Eligible Shareholders and in respect of the number of Ordinary Shares registered in those Shareholders' names.
The principal terms of the Tender Offer (which are set out in more detail in Part II of the Circular) are as follows:
· Under the Tender Offer, each Eligible Shareholder is entitled to have its shareholding purchased by the Company at the Tender Price of 92 pence per Ordinary Share up to that Eligible Shareholder's Basic Entitlement together with potential further purchases depending on the number of Ordinary Shares tendered by other Eligible Shareholders (subject to the overall maximum number indicated below).
· The Company will purchase existing issued Ordinary Shares for a total purchase price of up to £5 million.
· The maximum number of Ordinary Shares that will be purchased by the Company under the Tender Offer is 5,435,105, representing approximately 5.582 per cent. of the Company's issued share capital as at 16 May 2019 (assuming full take-up of the Tender Offer at the Tender Price).
· All Ordinary Shares validly tendered by any Eligible Shareholder up to their Basic Entitlement will be accepted in full.
· Eligible Shareholders are permitted to submit Tender Forms or TTE instructions in respect of Ordinary Shares that are in excess of their Basic Entitlement ("Excess Tenders"). Excess Tenders will only be accepted to the extent that other Eligible Shareholders tender less than their Basic Entitlement or do not tender any Ordinary Shares.
· To the extent that other Eligible Shareholders have not taken up their Basic Entitlement (thereby creating "Excess Capacity"), Eligible Shareholders will have their Excess Tenders satisfied in full to the extent that the Excess Capacity exceeds the aggregate Excess Tenders. To the extent that the aggregate Excess Tenders exceeds Excess Capacity, Excess Tenders shall be scaled down pro-rata to the total number of Ordinary Shares so tendered by that Eligible Shareholder, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed £5 million and if any fractions arise from scaling back, the number of Ordinary Shares accepted will be rounded down to the nearest whole number.
· Successfully tendered Ordinary Shares will be cancelled by the Company and will not be available for re-issue.
· Eligible Shareholders who hold their Ordinary Shares in certificated form who wish to participate in the Tender Offer must return a completed Tender Form, together with any shares certificate(s) and/or other document(s) of title so as to be received by the Receiving Agent by no later than 1.00 p.m. on 4 June 2019. Eligible Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) who wish to participate in the Tender Offer should not complete a Tender Form but should submit TTE instructions electronically through CREST as described in Part II of the Circular.
· Eligible Shareholders do not have to tender any Ordinary Shares if they do not wish to, but once submitted, a Tender Form and/or a TTE instruction (as appropriate) is irrevocable and cannot be withdrawn. Eligible Shareholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of.
· All or part of a registered holding of Ordinary Shares may be tendered, but only one tender may be made in respect of any single Ordinary Share. The total number of Ordinary Shares tendered by any Eligible Shareholder should not exceed the total number of Ordinary Shares held by such Shareholder.
· All Ordinary Shares which are successfully tendered will be purchased by the Company at the Tender Price.
· The Company has received an irrevocable undertaking from Arrowgrass holding in total 72,400,544 Ordinary Shares, to tender at least its Basic Entitlement.
· The decision of the Company as to the results of the Tender Offer (including, without limitation, the basis on which excess tenders are satisfied) shall be final and binding on all Shareholders.
· Shareholders should note that the Company is entitled not to, and will not, proceed with the Tender Offer, in the circumstances set out in paragraph 1(u) of Part II of the Circular. This right may only be exercised prior to 6.00 p.m. on 4 June 2019. Shareholders should also note that the Tender Offer is conditional on those matters set out in paragraph 1(a) of Part II of the Circular.
· The Tender Offer will remain open from 20 May 2019 until 1.00 p.m. on 4 June 2019 (unless extended in accordance with the terms set out in the Circular).
· Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part II of the Circular and, for Shareholders who hold their Ordinary Shares in certificated form, on the Tender Form.
· Shares will be purchased by the Company free of commissions and dealing charges.
Purchase of Ordinary Shares and Settlement
Upon the terms and conditions of the Tender Offer, the outcome of the Tender Offer is expected to be announced by no later than 7.00 a.m. on 5 June 2019 and the Company expects to complete the purchase of Ordinary Shares on 6 June 2019.
Tendering Shareholders should note that the Annual General Meeting has been convened for 11.30 a.m. on 4 June 2019. Payment for the Ordinary Shares which are to be purchased pursuant to the Tender Offer is expected to be made on 7 June 2019 in respect of Ordinary Shares held in CREST and by 13 June 2019 in respect of Ordinary Shares held in certificated form.
Delivery of cash for the Ordinary Shares to be purchased by the Company pursuant to the Tender Offer will be made by the Receiving Agent. The Receiving Agent will act as agent for tendering Shareholders for the purpose of receiving the cash and transmitting such cash to tendering Shareholders. Under no circumstances will interest be paid on the cash to be paid by the Company notwithstanding any delay in making such payment.
Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by the Company will be made as follows:
(a) Ordinary Shares in uncertificated form (that is, in CREST)
Where an accepted tender relates to Ordinary Shares held by Shareholders in uncertificated form, the consideration will be paid in pounds sterling through CREST by the Receiving Agent (on behalf of the Company) procuring the creation of an assured payment obligation on 7 June 2019 in favour of the payment banks of tendering Shareholders in accordance with the CREST assured payment arrangements.
The Company reserves the right to settle all or any part of the consideration referred to in this paragraph 5(a), for all or any tendering Shareholder(s), in the manner referred to in paragraph 5(b) below if, for any reason, it wishes to do so.
(b) Ordinary Shares in certificated form
Where an accepted tender relates to Ordinary Shares held by Shareholders in certificated form, cheques for the consideration will be despatched by 13 June 2019 by the Receiving Agent (on behalf of the Company) by first class post, at the risk of the person(s) whose name and address (outside any of the Restricted Territories) is set out in Box 1 (or, if relevant, Box 3 of the Tender Form). All payments will be made in pounds sterling by cheque, drawn on a branch of a UK clearing bank at the risk of the person(s) entitled thereto.
Action required
Further details of the procedure for tendering and settlement are set out in Part II of the Shareholder Circular and for certificated Shareholders in the accompanying Tender Form.
Recommendation
The Directors consider that the Tender Offer and the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly your Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings of Ordinary Shares (in respect of which they have the power to exercise or direct the exercise of voting rights) which, in aggregate, amount to 235,461 Ordinary Shares representing 0.24 per cent. of the issued Ordinary Shares.
The Directors are making no recommendation to Shareholders in relation to participation in the Tender Offer itself.
Whether or not Shareholders decide to tender their Ordinary Shares will depend, amongst other things, on their own individual circumstances, including their own tax position. Shareholders are recommended to consult their duly authorised independent advisers in making their own decisions.
Overseas Shareholders
The attention of Shareholders who are not resident in the United Kingdom is drawn to paragraph 2 of Part II to the Circular headed "Overseas Shareholders" and, for Shareholders who hold their Ordinary Shares in certificated form, to the relevant provisions of the Tender Form.
DEFINITIONS
In this announcement, where the context permits, the expressions set out below shall bear the following meanings:
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"AIM Rules" |
the AIM Rules for Companies published by the London Stock Exchange as amended from time to time |
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"AIM" |
the market of that name operated by the London Stock Exchange |
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"Annual General Meeting" or "AGM" |
the annual general meeting of the Company convened for 11:30 a.m. on 4 June 2019, notice of which is set out at the end of the Circular, or any reconvened meeting following any adjournment thereof |
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"Articles" |
the articles of association of the Company from time to time |
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"Basic Entitlement" |
the number representing 5.582 per cent. of the aggregate number of Ordinary Shares registered in the Shareholder's name in the Register on the Record Date, rounded down to the nearest whole number of Ordinary Shares |
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"Board" or "Directors" |
the board of directors of the Company, whose names are set out on page [8] of the Circular (or, where the context requires, the directors of the Company from time to time) |
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"certified" or "in certificated form" |
an Ordinary Share which is not in uncertificated form |
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"Companies Law" |
the Companies (Jersey) Law 1991, as amended |
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"Company" or "TruFin" |
TruFin PLC |
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"Conditions" |
the meaning given to it in paragraph 1 of Part II of the Circular |
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"CREST" |
the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited |
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"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 |
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"CREST member" |
a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
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"CREST participant" |
a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations) |
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001/3755) and the Companies (Uncertificated Securities) (Jersey) Order 1999 as amended from time to time, and any applicable rules made under those regulations |
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"CREST Rules" |
the rules from time to time issued by Euroclear governing the admission of securities to and the operation of the CREST UK System |
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"CREST sponsor" |
a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system-participant (as defined in the CREST Regulations) |
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"CREST sponsored member" |
a CREST member admitted to CREST as a sponsored member |
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"CREST UK System" |
the facilities and procedures of the relevant systems of which Euroclear is the approved operator pursuant to the CREST Regulations |
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"Demerger" |
the demerger of DFC from the Group that completed on 8 May 2019 |
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"Demerger Circular" |
the circular relating to the Demerger published by the Company on 17 April 2019 |
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"DFC" |
Distribution Finance Capital Limited |
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"Electronic Tender" |
the inputting and settlement of a TTE instruction in accordance with the procedures set out in Part II of the Circular which constitutes or is deemed to constitute a tender of Ordinary Shares pursuant to, and on the terms of, the Tender Offer as set out in the Circular |
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"Eligible Shareholders" |
Shareholders resident in, or citizens of, a jurisdiction outside the Restricted Territories on the Register at the Record Date |
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"Equiniti" |
Equiniti Limited |
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"Euroclear" |
Euroclear UK and Ireland Limited, the operator of CREST |
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"FCA" |
Financial Conduct Authority |
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"Form of Proxy" |
the personalised form of proxy accompanying the Circular for use by Shareholders at the AGM |
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"Group" |
TruFin PLC and its subsidiaries as at the date of the Circular |
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"in uncertificated form" |
title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
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"Management Team" |
Henry Kenner, James van den Bergh, Raxita Kapashi and Jason Rogers |
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"member account ID" |
the identification code or number attached to any member account in CREST |
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"Ordinary Shares" |
ordinary shares of £0.91 each in the share capital of the Company |
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"Overseas Shareholders" |
Shareholders who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom |
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"participant ID" |
the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
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"PSP Market Value Awards" |
the options over a total of 4,868,420 Ordinary Shares granted by the Company to the Management Team on 21 February 2018 |
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"Receiving Agent" |
Equiniti |
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"Record Date" |
6.00 p.m. on 4 June 2019 |
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"Register" |
the register of members of the Company |
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"Registrar" |
Equiniti (Jersey) Limited |
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"Resolutions" |
Resolutions 1 to 14 set out in the AGM notice at the end of the Circular |
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"Restricted Territories" |
each and any of the United States, Canada, Australia, South Africa and Japan and any other jurisdiction where the mailing of the Circular into or inside or from such jurisdiction would breach any applicable law or regulations |
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"Settlement Date" |
the date by which the consideration for Ordinary Shares tendered under the Tender Offer will be settled by payment through CREST or despatched by cheque to the Eligible Shareholders entitled thereto, which is expected to be 7 June 2019 in respect of Ordinary Shares held in CREST and by 13 June 2019 in respect of Ordinary Shares held in certificated form |
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"Shareholders" |
holders of Ordinary Shares |
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"Tender Form" |
the personalised tender form accompanying the Circular for use in connection with the Tender Offer by Eligible Shareholders who hold their Ordinary Shares in certificated form |
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"Tender Offer" |
the invitation by the Company to Eligible Shareholders to tender Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ordinary Shares only, the Tender Form |
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"Tender Offer Resolution" |
the special resolution to be proposed at the AGM for approval of the Tender Offer |
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"Tender Price" |
the tender price of 92 pence per Ordinary Share, representing the three month volume weighted average price per Ordinary Share to 16 May 2019 (being the latest practicable date prior to the publication of this Circular), as adjusted for the period prior to completion of the Demerger on 8 May 2019, as provided by Bloomberg. |
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"TFE instruction" |
a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
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"TTE instruction" |
a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
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"uncertificated form" |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertified Securities Regulations, may be transferred by means of CREST |
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 or visit www.rns.com.
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