TIDMGDWN
RNS Number : 6226Y
Goodwin PLC
05 May 2023
5 May 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 OR
REGULATIONS OF THAT JURISDICTION
Goodwin PLC
("Goodwin", the "Company" or the "Group")
Proposed Tender Offer of up to 180,000 Shares at GBP48.00 per
Ordinary Share
Goodwin PLC (LSE: GDWN), announces that it is proceeding with a
Tender Offer pursuant to which Qualifying Shareholders are invited
to tender some or all of their Ordinary Shares at the Tender Price
of GBP48.00 per Ordinary Share ("Tender Price"). The Tender Offer
is for a maximum of 180,000 Ordinary Shares and the Tender Price
represents:
-- a premium of approximately 25 per cent. to the closing price
of GBP38.55 per Ordinary Share on the Latest Practicable Date;
and
-- a premium of approximately 23 per cent. to the volume
weighted average price per Ordinary Share over the one month to the
Latest Practicable Date.
Qualifying Shareholders are not required to tender any or all of
their Ordinary Shares if they do not wish to do so. Qualifying
Shareholders have a Guaranteed Entitlement to tender approximately
2.34 per cent. of the Ordinary Shares held by them at the Record
Date, rounded down to the nearest whole number.
The Company expects to post later today a circular (the
"Circular") to shareholders to provide information about the
background to and reasons for the Tender Offer and why the Board
considers that the Tender Offer is in the best interests of the
Company and Shareholders as a whole and unanimously recommends they
vote in favour of the Resolutions to be proposed at the General
Meeting, as the Directors have irrevocably undertaken to do for
their respective individual beneficial holdings of, in aggregate,
310,371 Ordinary Shares, representing approximately 4.04 per cent.
of the Issued Ordinary Share Capital as at the Latest Practicable
Date.
The implementation of the Tender Offer, along with any
subsequent potential share buyback if the Tender Offer is not taken
up in full, requires Shareholder approval by way of an ordinary
resolution. The Resolutions will be proposed at the General Meeting
of the Company to be held at Crewe Hall, Weston Road, Crewe,
Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m. (the "General
Meeting"). The Company will not be able to purchase any Ordinary
Shares pursuant to the Tender Offer unless the Resolutions are duly
passed.
The Circular also contains further details on the procedure that
should be followed by those Qualifying Shareholders wishing to
participate in the Tender Offer.
A copy of the Circular will be published on the Company's
website later today at www.goodwin.co.uk and copies of the Circular
will also be submitted to the National Storage Mechanism and be
available for inspection at www.morningstar.co.uk/nsm . A Tender
Form for use by Shareholders who hold their Ordinary Shares in
certificated form in connection with the Tender Offer is also being
despatched with the Circular. Capitalised terms used but not
defined in this announcement will have the same meaning given to
them in the Circular.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at the Record Date.
The Tender Offer is to be effected by Shore Capital Stockbrokers
Limited ("Shore Capital") (acting as principal and not as agent,
nominee or trustee) purchasing Ordinary Shares from Shareholders.
Shore Capital, in turn, has the right to require the Company to
purchase from it, and can be required by the Company to sell to it,
such Ordinary Shares at the Tender Price under a repurchase
agreement (the "Repurchase Agreement"), details of which are set
out further below. All Ordinary Shares purchased by the Company
from Shore Capital pursuant to the Repurchase Agreement will be
cancelled.
The Board makes no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not
Shareholders decide to tender all or any of their Ordinary Shares
will depend on, among other things, their view of the Company's
prospects and their own individual circumstances, including their
tax position. Shareholders need to take their own decision and are
recommended to consult their duly authorised independent
advisers.
This summary should be read in conjunction with the full text of
this announcement and 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 Timothy Goodwin,
Chairman.
BACKGROUND TO, REASONS FOR AND BENEFITS OF THE TER OFFER
Background to and reasons for the Tender Offer
The Board continually reviews the Company's capital allocation
to maximise long-term returns to Shareholders. Whilst the Board
continues to explore further growth opportunities, due to the
strong cash generation of the Company, its robust balance sheet,
coupled with recent growth in workload, as highlighted in its
interim results for the six months ended 31 October 2022, the
Company has a sufficiently high level of funds available to it that
is surplus to its short-term requirements. As such, the Board has
decided to provide Qualifying Shareholders with the opportunity of
returning value to them through a capital distribution in addition
to the existing dividend policy.
The Board considers that a Tender Offer would be the most
suitable way of returning capital to Shareholders in a quick and
efficient manner, taking into account the costs, complexity and
timeframes of other methods, as well as the possible tax treatment
and equality of treatment of Shareholders.
The Board also notes the Ordinary Shares are sometimes illiquid
and believes that the Tender Offer provides an opportunity for
Qualifying Shareholders to sell a portion of their Goodwin PLC
shareholding without materially impacting the share price.
The Board, with its continuing prudent approach to capital
allocation, confirms that the Company has sufficient working
capital headroom to complete the Tender Offer and Buyback after
monitoring the Group's working capital requirements, the funding of
the potential future growth of the business and to ensure the
Company's ability to maintain its dividend policy.
Benefits of the Tender Offer for Shareholders
The benefits of the Tender Offer for Shareholders as a whole are
that:
-- it is available to all Qualifying Shareholders, regardless of the size of their holdings;
-- sales of Ordinary Shares in the Tender Offer are at the same
price for all sales (and at a premium as noted above (subject to
any changes in the market price of Ordinary Shares following the
Latest Practicable Date)) so will not impact the share price, which
individual sales outside of the Tender Offer may do due to the
illiquid nature of the Ordinary Shares;
-- enables Ordinary Shares to be sold free of commissions or
charges that would otherwise be payable if Qualifying Shareholders
were to sell their Ordinary Shares through their broker; and
-- it permits Shareholders who wish to retain their current
investment in the Company to do so and no Shareholder is required
to participate in the Tender Offer.
The Tender Offer will reduce the number of Ordinary Shares in
issue, and so should, assuming earnings stay the same, have a
positive impact on the Group's earnings per share (as the Company
intends, shortly following the completion of the Tender Offer, to
cancel all of the Ordinary Shares acquired in connection with the
Tender Offer).
THE TER OFFER
Overview of the Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is made, will be set out in the Circular and
in the Tender Form. Shareholders do not have to tender any Ordinary
Shares.
All Qualifying Shareholders who are on the Register at 6.00 p.m.
on 30 May 2023 are entitled, but not required, to tender some or
all of their Ordinary Shares for purchase by Shore Capital, acting
as principal, pursuant to the requirements set out in the
Circular.
Subject to satisfaction of the Conditions to the Tender Offer,
Ordinary Shares which are successfully tendered under the Tender
Offer will be purchased at a price of GBP48.00 per Ordinary Share,
a premium of approximately 25 per cent. to the closing price on the
Latest Practicable Date.
The Issued Ordinary Share Capital on the Latest Practicable Date
was 7,689,600. If the Tender Offer is implemented in full, this
will result in the purchase of 180,000 Ordinary Shares
(representing approximately 2.34 per cent. of the Issued Ordinary
Share Capital on the Latest Practicable Date). The Issued Ordinary
Share Capital following the cancellation of the Ordinary Shares
(which will occur shortly after the Company has acquired all
validly tendered and purchased Ordinary Shares from Shore Capital)
if the Tender Offer is implemented in full will be 7,509,600.
The Tender Offer is to be effected by Shore Capital (acting as
principal and not as agent, nominee or trustee) purchasing Ordinary
Shares from Shareholders. Shore Capital, in turn, has the right to
require the Company to purchase from it, and can be required by the
Company to sell to it, such Ordinary Shares at the Tender Price
under the Repurchase Agreement, details of which will be set out in
the Circular. All Ordinary Shares purchased by the Company from
Shore Capital pursuant to the Repurchase Agreement will be
cancelled.
Options available to Shareholders in respect of the Tender
Offer
Option one - wish to participate - action required
Each Qualifying Shareholder who wishes to participate in the
Tender Offer is required to submit a tender by 1.00 p.m. on 30 May
2023 to sell some or all of their Ordinary Shares.
The total number of Ordinary Shares tendered by any Qualifying
Shareholder should not exceed the total number of Ordinary Shares
registered in the name of that Qualifying Shareholder at the Record
Date. For example, a Qualifying Shareholder may decide to tender 50
per cent. of their Ordinary Shares, but if a Qualifying Shareholder
returned a tender purporting to offer for sale more than 100 per
cent. of their Ordinary Shares, they would be deemed to have
tendered only the number of Ordinary Shares actually owned by that
Shareholder on the Record Date, with the tender in respect of any
additional shares being deemed invalid.
Once made, any tender of Ordinary Shares will be
irrevocable.
The Tender Offer will open on 5 May 2023 (unless such date is
altered by the Company in accordance with the Tender Offer). The
Tender Offer will close at 1.00 p.m. on 30 May 2023 and tenders
received after that time will not be accepted (unless the Closing
Date is extended by the Company in accordance with the Tender
Offer).
Option two - do not wish to participate - no action required
Qualifying Shareholders are not obliged to tender any Ordinary
Shares if they do not wish to do so. If no action is taken by
Qualifying Shareholders, there will be no change to the number of
Ordinary Shares that they hold and they will receive no cash as a
result of the Tender Offer.
Guaranteed Entitlement
The Guaranteed Entitlement is only relevant if the Tender Offer
is oversubscribed. Tenders in respect of approximately 2.34 per
cent. of each 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. This percentage is known
as the "Guaranteed Entitlement". Qualifying Shareholders may tender
Ordinary Shares in excess of their Guaranteed Entitlement up to the
total number of Ordinary Shares held by each Qualifying Shareholder
on the Record Date ("Excess Entitlement") and, to the extent that
other Qualifying Shareholders do not tender any of their Ordinary
Shares or tender less than their Guaranteed Entitlement, those
Qualifying Shareholders may be able to utilise such Excess
Entitlement through the Tender Offer.
AUTHORITY TO BUY BACK ORDINARY SHARES
If fewer than 180,000 Ordinary Shares are tendered by
Shareholders through the Tender Offer due to insufficient uptake,
the Board also intends to undertake a share buyback pursuant to
which it would seek to acquire such number of Ordinary Shares as,
when aggregated with the Ordinary Shares tendered in the Tender
Offer, equals 180,000 Ordinary Shares.
At the General Meeting, approval will therefore be sought for
authority to buy back up to a maximum of 180,000 Ordinary Shares,
representing approximately 2.34 per cent. of the Issued Ordinary
Share Capital as at the Latest Practicable Date (the "Buyback
Authority").
The Buyback Authority will, should the Tender Offer not be fully
taken up, provide the Company with a general authority to buy back
Ordinary Shares which will be used only to take the aggregate
number of Ordinary Shares acquired in the Tender Offer together
with any market purchases, to 180,000 Ordinary Shares.
IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from each of
the members of the Concert Party not to participate in the Tender
Offer (other than in respect of 2,613 Ordinary Shares owned by
Betty Goodwin, in respect of whom Gillian C Goodwin, a member of
the Concert Party, holds a Lasting Power of Attorney). Each of the
members of the Concert Party, and Nigel Brown, a director, have
also each undertaken to vote in favour of the Resolutions and not
to sell, or otherwise dispose of, the Ordinary Shares which are the
subject of the undertaking .
CURRENT TRADING AND PROSPECTS
Further to the announcement of the Group's interim results for
the period ended 31 October 2022, the Mechanical Engineering
division's activity levels are set to increase due to the Group's
workload (forward order book), which, at the date of this document,
stands at GBP286 million and contains a growing proportion of
contracts that now span multiple years. However, the profitability
within the Mechanical Engineering division has not yet taken a step
forward, as it will take time for the activity levels to increase
before the benefit of the increased workload can be reflected in
the financial statements.
The profitability of the Refractory Engineering division has, on
the whole, remained buoyant and in line with the Board's
expectations.
Continued uncertainty remains surrounding the macro-economic
outlook and a fall in consumer confidence within the wider economy
continues to be a concern. As a result, the Board continues to
expect the pre-tax profits in the second half of its financial year
ended 30 April 2023 to be similar to the first half, which would
result in a modest increase in annual pre-tax profit versus the
year before.
The Group's significant capital investment programmes are
drawing to a close, the benefits of which will continue to be seen
in the medium and long-term. The Group will continue to focus on
delivering existing orders, as well as those still being
pursued.
DIVIDS
Successfully tendered Ordinary Shares will, once acquired by the
Company from Shore Capital pursuant to the Repurchase Agreement
following the closing of the Tender Offer, be cancelled and will
not rank for any future dividends.
TAX
Shareholders should be aware that there will be tax
considerations that they should take into account when deciding
whether or not to participate in the Tender Offer. A guide to
certain UK tax consequences of the Tender Offer for Shareholders
under current UK law and HM Revenue & Customs practice will be
set out in the Circular.
Shareholders who are subject to tax in a jurisdiction other than
the UK, or who are in any doubt as to the potential tax
consequences of tendering their Ordinary Shares under the Tender
Offer, are strongly recommended to consult their own independent
professional advisers before tendering their Ordinary Shares under
the Tender Offer.
concert party
Rule 9 of the Takeover Code
For the purposes of the Takeover Code, certain Directors and
their families and related trusts are deemed by the Takeover Panel
to be acting in concert (together, the "Concert Party"). The
Concert Party own, in aggregate, 4,145,259 Ordinary Shares
(including 2,613 Ordinary Shares owned by Betty Goodwin, in respect
of whom Gillian C Goodwin, a member of the Concert Party, holds a
Lasting Power of Attorney) representing approximately 53.91 per
cent. of the issued Ordinary Share capital of the Company as at the
Latest Practicable Date.
Rule 9 of the Takeover Code applies to any person who acquires
an interest in shares which, whether by a series of transactions
over a period of time or not, when taken together with shares in
which persons acting in concert with him are interested carry
thirty per cent. (30%) or more of the voting rights of a company
which is subject to the Takeover Code. Any such person is required,
in the absence of a waiver, to make a general offer to all
shareholders of that company and also to the holders of any other
class of transferable securities carrying voting rights to acquire
their securities in cash at not less than the highest price paid by
such person, or by any person acting in concert with him, for any
interest in shares within the 12 months prior to the offer. Such an
offer under Rule 9 of the Takeover Code must also be made, in the
absence of a waiver, where any person who, together with persons
acting in concert with him, is interested in shares which in the
aggregate carry not less than thirty per cent. (30%) of the voting
rights of a company but does not hold shares carrying more than
fifty per cent. (50%) of such voting rights and such person, or any
person acting in concert with him, acquires an interest in any
other shares which increase the percentage of shares carrying
voting rights in which he is interested.
Where such person is a director, or the group of persons acting
in concert includes directors, of a company, the acquisition of
Ordinary Shares by the Company through a Tender Offer would
normally be treated as an acquisition for the purposes of Rule 9,
where it would have the effect of increasing the percentage
holdings of (but not necessarily the number of shares actually or
beneficially held by) that person or group of persons acting in
concert, depending on the level of take up of the Tender Offer and
the identity of the participating Qualifying Shareholders.
Having regard to: (a) the maximum number of Ordinary Shares that
may be acquired and cancelled by the Company under the Tender Offer
and the Repurchase Agreement; (b) the beneficial interests of the
Concert Party in Ordinary Shares disclosed to the Company as at the
Latest Practicable Date; and (c) the impact of the Irrevocable
Undertakings received from members of the Concert Party, the Board
notes that the aggregate holding of the Concert Party would
increase to 55.20 per cent. of the issued Ordinary Share capital as
at the Latest Practicable Date.
Consequently, the application of Rule 9 of the Takeover Code in
the circumstances and context of the Tender Offer would not result
in the Concert Party being subject to an obligation to make an
offer for the Company. Furthermore, Shareholders should be aware
that, for so long as the Concert Party's aggregate holding of the
voting rights in Company remains above fifty per cent. (50%) (which
will be the case even if the maximum number of Ordinary Shares is
validly tendered and accepted under the Tender Offer as each member
of the Concert Party has irrevocably agreed not to participate in
the Tender Offer), the Concert Party will remain free to increase
its shareholding without being subject to any obligation to make a
general offer to all Shareholders under Rule 9 of the Takeover
Code. Furthermore, individual members of the Concert Party would be
free to purchase further Ordinary Shares to take their personal
holdings to 29.9 per cent. (29.9%) of the issued Ordinary Share
capital of the Company without incurring an obligation to make a
general offer to all Shareholders under Rule 9 of the Takeover
Code.
If at any time after completion of the Tender Offer: (i) the
Concert Party's aggregate holding of the issued share capital of
the Company falls below fifty per cent. (50%) but not less than
thirty per cent. (30%); and (ii) the Concert Party subsequently
acquires more voting rights, then the Concert Party will normally
be required by the Takeover Panel to make a general offer to
purchase all shares from all shareholders of the Company pursuant
to and in accordance with Rule 9 of the Takeover Code, unless an
exempting condition applies, or if a dispensation or waiver from
the Takeover Panel is obtained (where available) and, if required,
such dispensation or waiver is approved by Shareholders.
Concert Party composition
The Concert Party comprises the following persons:
Shareholder Current Current % Resulting
Shareholding, of issued % of issued
including share capital share capital
spouses and on the basis
children under of a full
the age of take up under
18 the Tender
Offer
Richard S Goodwin
(and
his wife Gillian C
Goodwin) 21,670* 0.28% 0.29%
John W Goodwin (and
his
wife Elizabeth M
Goodwin) 52,041 0.68% 0.69%
J M Securities
Limited,
wholly owned
directly
by JM Overseas
Trust 1 2,154,009 28.01% 28.68%
J M Securities (No.
3)
Limited, a wholly
owned
subsidiary of J M
Securities
Limited, and in
turn accordingly
wholly owned
indirectly
by JM Overseas
Trust 1 1,492,036 19.40% 19.87%
John W Goodwin
Children's
Trust 14,166 0.18% 0.19%
Matthew S Goodwin
(and
his wife Jemma
Goodwin) 69,054 0.90% 0.92%
Simon R Goodwin (and
his
wife Shelley N
Goodwin) 78,786 1.02% 1.05%
Bernard R E Goodwin
(and
his wife Hannah L
Goodwin) 54,536 0.71% 0.73%
Tim J W Goodwin (and
his
wife Sophie A
Goodwin) 118,926 1.55% 1.58%
Cristina I. Snow
(and
her husband James
John
Ballentine Snow) 38,605 0.50% 0.51%
Jennifer M. Lloyd
Webber
(and her husband
Alistair
Adam Lloyd Webber) 39,446 0.51% 0.53%
Joan Margaret Edge 11,984 0.16% 0.16%
Total 4,145,259 53.91% 55.20%
* included within this holding are 2,613 Ordinary Shares owned
by Betty Goodwin, in respect of whom Gillian C Goodwin holds a
Lasting Power of Attorney
GENERAL MEETING
Implementation of the Tender Offer requires the approval of
certain matters by Shareholders at a general meeting of the
Company. Accordingly, a notice will be set out at the end of the
Circular convening the General Meeting to be held at Crewe Hall,
Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May
2023.
Two resolutions will be proposed at the General Meeting, both of
which are ordinary resolutions, the passing of which requires a
majority of the votes cast (whether in person or by proxy) to be in
favour.
The Tender Offer Resolution (Resolution 1), which is an ordinary
resolution, seeks authority to make market purchases of Ordinary
Shares pursuant to the Repurchase Agreement. The Resolution
specifies the maximum number of Ordinary Shares which may be
acquired, and the price at which Ordinary Shares may be acquired,
pursuant to this authority. The authority sought will expire on 30
September 2023.
Resolution 2, which is an ordinary resolution, seeks authority
to make market purchases of Ordinary Shares up to a maximum of
180,000 Ordinary Shares in the Company (representing approximately
2.34 per cent. of the Issued Ordinary Share Capital as at the
Latest Practicable Date) and specifies the maximum and minimum
prices at which Ordinary Shares may be acquired. The Buyback
Authority will be used only to take the aggregate number of
Ordinary Shares acquired in both the Tender Offer and pursuant to
the Buyback Authority, to 180,000 Ordinary Shares. The authority
sought will expire at the conclusion of the AGM of the Company to
be held in 2023.
RECOMMATION
The Board considers the Tender Offer and the Resolutions to be
in the best interests of Shareholders as a whole. Accordingly, the
Board unanimously recommends that Shareholders vote in favour of
the Resolutions to be proposed at the General Meeting, as the
Directors intend to do for their respective individual beneficial
holdings of, in aggregate, 310,371 Ordinary Shares, representing
approximately 4.04 per cent. of the Issued Ordinary Share Capital
as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to
participation in the Tender Offer itself. Whether or not
Shareholders decide to tender all or any of their Ordinary Shares
will depend on, among other things, their view of the Company's
prospects and their own individual circumstances, including their
tax position. Shareholders need to take their own decision and are
recommended to consult their duly authorised independent
advisers.
Expected timetable of principal events
2023
Announcement of the Tender Offer, Tender 5 May
Offer opens and publication of the Circular
Latest time and date for receipt of Forms 10:00 a.m. on 25 May
of Proxy for the General Meeting
General Meeting 10.00 a.m. on 30 May
Latest time and date for receipt of Tender 1:00 p.m. on 30 May
Forms and share certificates or other documents
of title for tendered certificated Ordinary
Shares (i.e., close of the Tender Offer)
Latest time and date for settlement of TTE 1:00 p.m. on 30 May
Instructions for tendered uncertificated
Ordinary Shares (i.e. close of the Tender
Offer)
Record Date for the Tender Offer 6:00 p.m. on 30 May
Announcement of the results of the Tender 31 May
Offer
Unconditional Date for the Tender Offer 31 May
and purchase of Ordinary Shares under the
Tender Offer
CREST accounts credited for revised uncertificated 14 June
shareholdings of Ordinary Shares (or, in
the case of unsuccessful tenders, for entire
holdings of Ordinary Shares)
CREST accounts credited in respect of Tender 14 June
Offer proceeds for uncertificated Ordinary
Shares
Cheques despatched in respect of Tender 14 June
Offer proceeds for certificated Ordinary
Shares
Return of share certificates in respect 14 June
of unsuccessful tenders of certificated
Ordinary Shares
Despatch of balance share certificates in 14 June
respect of unsold Ordinary Shares in certificated
form
Notes:
All references to times in the timetable above are to London
times.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
AGM annual general meeting;
Board or Directors the board of directors of the
Company;
Business Day a day other than a Saturday or
Sunday or public holiday in England
and Wales on which banks are open
in London for general commercial
business;
certificated or in certificated recorded on the Register as being
form held in certificated form (that
is, not in CREST);
Circular the circular containing details
of the above Tender Offer and
buyback to be sent to Shareholders;
Closing Date 30 May 2023 or such other date
as may be determined in accordance
with the Circular;
Company Goodwin PLC, a public limited
company incorporated in England
and Wales with registered number
00305907, whose registered office
is at Ivy House Foundry, Hanley,
Stoke-On-Trent, ST1 3NR;
Computershare Computershare Investor Services
PLC, a limited company incorporated
in England and Wales with registered
number 03498808, whose registered
office is at The Pavilions, Bridgwater
Road, Bristol, BS99 6AH;
Concert Party the persons deemed by the Takeover
Panel to be acting in concert
as set out above;
Conditions has the meaning given to that
term in the Circular;
CREST the paperless settlement procedure
operated by Euroclear enabling
system securities to be evidenced
otherwise than by certificates
and transferred otherwise than
by written instrument;
FCA or Financial Conduct the Financial Conduct Authority
Authority of the United Kingdom;
Form of Proxy the form of proxy to be enclosed
with the Circular (where applicable)
for use by Shareholders in connection
with the General Meeting;
FSMA Financial Services and Markets
Act 2000, as amended from time
to time;
General Meeting the General Meeting of the Company
to be held at Crewe Hall, Weston
Road, Crewe, Cheshire CW1 6UZ
on 30 May 2023 at 10.00 a.m.;
Group the Company, together with its
subsidiaries and subsidiary undertakings;
Guaranteed Entitlement has the meaning given to that
term under "Guaranteed Entitlement"
above;
Issued Ordinary Share Capital the Company's issued ordinary
share capital, excluding any treasury
shares from time to time;
Latest Practicable Date 4 May 2023, being the latest practicable
date prior to the publication
of this announcement;
Listing Rules the listing rules made under Part
VI of FSMA (and contained in the
FCA's publication of the same
name), as amended from time to
time;
London Stock Exchange London Stock Exchange plc;
Main Market the main market for listed securities
maintained by the London Stock
Exchange;
Market Abuse Regulation Regulation (EU) No. 596/2014 of
the European Parliament and of
the Council of 16 April 2014 on
market abuse, and any implementing
legislation, in each case as it
forms part of retained EU law
as defined in the European Union
(Withdrawal) Act 2018;
Notice of General Meeting the notice of the General Meeting
which will be set out at the end
of the Circular;
Ordinary Shares ordinary shares with a nominal
value of 10 pence each in the
capital of the Company;
Overseas Shareholder a Shareholder who is resident
in, or a citizen of, a jurisdiction
outside the United Kingdom;
Qualifying Shareholders Shareholders other than those
with a registered address in any
of the Restricted Jurisdictions;
Receiving Agent Computershare Investor Services
PLC;
Record Date 6.00 p.m. on 30 May 2023 or such
other time and date as may be
determined by the Company;
Register the register of members of the
Company;
Registrar Computershare Investor Services
PLC;
Repurchase Agreement the purchase agreement entered
into between the Company and Shore
Capital Stockbrokers described
further above;
Resolutions the resolutions to be proposed
at the General Meeting, as set
out in the Notice of General Meeting;
Restricted Jurisdictions Australia, Canada, the Republic
of Ireland, Japan, New Zealand,
the Republic of South Africa,
Switzerland, the United States
of America and any other jurisdiction
which the Company and/or Shore
Capital considers will impose
an unacceptable legal or regulatory
burden in connection with the
making of the Tender Offer in
such jurisdiction;
Shareholders holders of Ordinary Shares from
time to time;
Shore Capital together, (i) Shore Capital and
Corporate; and (ii) Shore Capital
Stockbrokers;
Shore Capital and Corporate Shore Capital and Corporate Limited,
the Company's financial adviser;
Shore Capital Stockbrokers Shore Capital Stockbrokers Limited,
the Company's broker;
Subsidiary has the meaning given to that
term in section 1159 of the Companies
Act 2006;
Subsidiary Undertaking has the meaning given to that
term in section 1162 of the Companies
Act 2006;
Takeover Code the City Code on Takeovers and
Mergers;
Tender Form the tender form to be issued with
the Circular to Qualifying Shareholders
who hold their Ordinary Shares
in certificated form;
Tender Offer the invitation by Shore Capital
to Shareholders to tender Ordinary
Shares for purchase by Shore Capital
on the terms and subject to the
conditions to be set out in the
Circular and also, in the case
of certificated Ordinary Shares
only, the Tender Form (and, where
the context so requires, the associated
repurchase of such Ordinary Shares
by the Company from Shore Capital);
Tender Offer Resolution has the meaning given to that
term as set out further above;
Tender Price GBP48.00, being the price per
Ordinary Share at which Ordinary
Shares will be purchased pursuant
to the Tender Offer;
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland;
Uncertificated or in Uncertificated recorded on the Register as being
Form held in uncertificated form in
CREST and title to which, by virtue
of the CREST Regulations, may
be transferred by means of CREST;
Unconditional Date the date on and time at which
the Tender Offer becomes unconditional,
which is expected to be on 31
May 2023; and
US or United States the United States of America,
its territories and possessions,
any state of the United States
of America, the District of Columbia
and all other areas subject to
its jurisdiction.
J. MARTIN
Company Secretary.
ENDS
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END
TENNKPBKBBKDKPK
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