Result of Tender Offer
Summary by AI BETAClose X
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the 'UK MAR') which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
22 July 2026
Redcentric plc
('Redcentric', the 'Company' or the 'Group')
Result of Tender Offer
Redcentric plc (AIM: RCN), a leading UK IT managed services provider, announces the results of the Tender Offer, full details of which are set out in the circular published by the Company on 19 June 2026 (the 'Circular'), which closed at 1.00 p.m. on 21 July 2026.
Unless otherwise defined, capitalised terms in this announcement shall have the same meaning as those set out in the Circular.
The Company offered to purchase up to a maximum of 56,250,000 Ordinary Shares (being approximately 35.3 per cent. of the Company's existing issued share capital) at the Tender Price of £1.60 per share under the Tender Offer. In total, 150,326,024 Ordinary Shares were validly tendered under the Tender Offer through a combination of Shareholders' Basic Entitlements and excess applications received in respect of 96,010,273 Ordinary Shares through excess tenders.
As such, the total number of Ordinary Shares being acquired by the Company, from Cavendish as principal, is the maximum of 56,250,000. The total value which will be returned to Shareholders pursuant to the Tender Offer will be £90.0 million. Shareholders who validly tendered Ordinary Shares equal to or less than their Basic Entitlement will have their tender accepted in full (rounded down to the nearest whole number of Ordinary Shares). Shareholders who validly tendered Ordinary Shares in excess of their Basic Entitlement will have their tender accepted in respect of their Basic Entitlement plus approximately 2.01 per cent. of the number of Ordinary Shares in excess of their Basic Entitlement that they validly tendered.
It is expected that cheques will be despatched and CREST accounts will be credited with proceeds in respect of successfully tendered shares on or before 4 August 2026, which follows completion of the Share Capital Restructure and Admission to AIM of the New Ordinary Shares at 8.00 a.m. on 29 July 2026.
Under the terms of the Repurchase Agreement, Cavendish has a put option to require the Company to purchase from Cavendish the Ordinary Shares purchased by it pursuant to the Tender Offer at the Tender Price. The total 56,250,000 Ordinary Shares purchased by the Company pursuant to the exercise of the put option will be cancelled. Cavendish has indicated to the Company that it intends to exercise the put option.
Pursuant to the Share Capital Restructure, as detailed in the Circular, the Company will allot 7 Ordinary Shares for the purposes of ensuring that the total number of Ordinary Shares in issue at the Share Capital Restructure Record Date, being 6.00 p.m. on 28 July 2026, shall be exactly divisible by 20.
Application for New Ordinary Shares and Total Voting Rights
As previously announced, application has been made for the 103,071,740 New Ordinary Shares to be admitted to trading on AIM at 8.00 a.m. on 29 July 2026, which represents the Company's total issued Ordinary Share capital following completion of the Share Capital Restructure and the Tender Offer. This figure includes the 7 Ordinary Shares to be issued and allotted to a Director pursuant to the Share Capital Restructure, ensuring that the total number of Ordinary Shares in issue at the Share Capital Restructure Record Date shall be exactly divisible by 20.
The New Ordinary Shares will trade under the new SEDOL (BVV5L85) and new ISIN (GB00BVV5L858). The ticker symbol of 'RCN' remains unchanged.
Accordingly, on Admission, the ordinary issued share capital of the Company will be 103,071,740 (of which 480 ordinary shares continue to be held in treasury). Accordingly, the total voting rights in the Company on Admission will be 103,071,260.
Following Admission on 29 July 2026, the figure of 103,071,260 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
PDMR Dealings
A further announcement will be made on or around 24 July 2026 detailing participations in the Tender Offer by the Company's persons discharging managerial responsibilities ('PDMRs') and their persons closely associated ('PCAs')
The Company reminds Shareholders of the expected timetable of principal events as follows:
|
Event
|
Time and/or date 2026 (1) |
|
Announcement of results of the Tender Offer elections
|
22 July |
|
Purchase Date for the Tender Offer |
24 July |
|
Record date and time in respect of the Share Consolidation and Share Sub-division (being, the Share Capital Restructure Record Date)
|
6.00 p.m. on 28 July |
|
Admission to AIM of New Ordinary Shares |
8.00 a.m. on 29 July |
|
Date CREST accounts credited with New Ordinary Shares |
8.00 a.m. on 29 July |
|
CREST Settlement Date: payments through CREST made and CREST accounts settled in respect of Tender Offer
|
4 August |
|
Cheques despatched to certificated Shareholders in respect of Tender Offer
|
4 August |
|
Expected date of dispatch of share certificates in respect of any New Ordinary Shares held in certificated form
|
By 12 August |
|
Fractional entitlement payment date |
By 12 August |
Notes:
1 If any of the times and/or dates change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
- Ends -
Enquiries:
|
Redcentric plc Michelle Senecal De Fonseca, CEO Tim Sykes, CFO |
via Burson Buchanan |
|
Cavendish Capital Markets Limited - Nomad and Broker Marc Milmo / Callum Davidson (Corporate Finance) Andrew Burdis / Sunila de Silva (ECM) |
Tel: +44 (0) 20 7220 0500 |
For media enquiries:
|
Burson Buchanan - Financial Communications Henry Harrison-Topham / Jamie Hooper / Toto Berger |
Tel: +44 (0) 20 7466 5000 |
Notes to Editors:
Redcentric has a strong track record in delivering IT managed services provision that empowers businesses to scale, innovate and grow in a rapidly evolving digital landscape. As technology continues to advance the Company's goal is to be the go-to-all-in-one infrastructure and managed IT service provider for customers of all sizes offering an unmatched range of products and solutions.
The Company's MSP division serves the private and public sectors with all their IT requirements. The MSP division acts as an outsourced IT department, handling day to day maintenance and security of customers' IT infrastructures. This allows customers to improve security and efficiency and focus on growing their core businesses.
From infrastructure management and cloud services to cybersecurity and data analytics, Redcentric has a comprehensive suite of solutions designed to meet the diverse needs of modern businesses.
For additional information please visit www.redcentricplc.com
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