TIDMANP
RNS Number : 9983B
Anpario PLC
07 June 2023
The following amendment has been made to the 'Tender Offer'
announcement released on 2 June 2023 at 07:00 a.m. under RNS No
4215B.
The date included in the definition for the ' Tender Offer
Record Date or Record Date' has been corrected to 22 June 2023 from
2 June 2023.
All other details remain unchanged.
The full amended text is shown below.
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
Anpario PLC
("Anpario", the "Company" or the "Group")
Proposed Tender Offer of up to 4,000,000 Ordinary Shares at 225
pence per Ordinary Share
Anpario PLC (AIM: ANP), announces that it is proposing to return
up to GBP9 million to Shareholders by a Tender Offer pursuant to
which Qualifying Shareholders are invited to tender some or all of
their Ordinary Shares at the Tender Price of 225 pence per Ordinary
Share (the "Tender Price"). The Tender Offer is for a maximum of
4,000,000 Ordinary Shares. The Tender Price represents a premium of
approximately 16 per cent. to the closing price of 194 pence per
Ordinary Share on 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 who participate in the Tender Offer have a Guaranteed
Entitlement to tender approximately 16.6 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 a circular to shareholders (the
"Circular") later today 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 Shareholders
as a whole and why the Board unanimously recommends that you vote
in favour of the Resolution to be proposed at the General
Meeting.
The implementation of the Tender Offer requires Shareholder
approval by way of a special resolution. The Resolution will be
proposed at the General Meeting of the Company to be held at the
offices of DLA Piper UK LLP at 160 Aldersgate Street, London, EC1A
4HT on 19 June 2023 at 11:00 a.m. (the "General Meeting").
The Circular also contains further details on the procedure that
should be followed by those Qualifying Shareholders wishing to
participate in the Tender Offer (with different procedures
depending on whether the Ordinary Shares are held in CREST or in
certificated form).
A copy of the Circular will be published on the Company's
website later today at www.anpario.com. A Form of Proxy and 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 Qualifying
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 Qualifying Shareholders in
relation to participation in the Tender Offer itself. Whether or
not Qualifying 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 own financial and tax position. Shareholders are
required to take their own decision and are recommended to consult
with their duly authorised independent financial or professional
adviser.
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 ("Market Abuse
Regulation").
The person responsible for arranging the release of this
announcement on behalf of the Company is Richard Edwards, Chief
Executive Officer.
Enquiries:-
Anpario plc:
Richard Edwards, CEO +44(0)7776 417 129
Marc Wilson, Group Finance
Director +44(0)1909 537 380
Shore Capital:
(Nominated Adviser and Broker): +44 (0) 20 7408 4090
Stephane Auton Corporate Advisory
David Coaten
Tom Knibbs
Henry Willcocks Corporate Broking
Tender Offer
Background and reasons for the Tender Offer
Subject to the passing of the Resolution by Shareholders at the
General Meeting as a special resolution, the Directors will give
Qualifying Shareholders the opportunity to tender Ordinary Shares
through the Tender Offer for cash. The Resolution will give the
Directors authority to return a maximum amount of up to GBP9
million to Shareholders at a price of 225p per Ordinary Share.
Current trading and the outlook for the Company's 2023 financial
year remains in line with market expectations. The sales
performance since the start of the year has continued at the weaker
levels seen in the final quarter of 2022, reflecting the current
challenges facing the global agricultural industry. The Board
expects the Group's performance to improve as the year progresses
as some of the challenges dissipate and inflationary pressures
alleviate. In addition, concerns over supply chain risks and
logistics delays have begun to ease and as a result the Directors
have been able to reduce inventory and working capital levels. As
at 25 May 2023, cash and bank deposit balances were GBP16.4 million
(31 Dec 2022: GBP13.6 million).
The Board regularly reviews capital allocation to optimise
long-term returns for shareholders and, due to the Company's strong
cash position, has explored various options for returning cash to
Shareholders. In addition to the proposed return of value by way of
the final dividend of 7.35 pence per share to be recommended by the
Board at the upcoming AGM in June 2023, it has determined that the
Tender Offer would be the most suitable way of returning capital to
Shareholders in a quick and efficient manner, taking account of the
relative costs, complexity and timeframes of the possible methods
available, as well as the likely tax treatment for and equality of
treatment of Shareholders.
The Board considers the Tender Offer to be beneficial to
Shareholders as a whole, because, among other reasons:
-- the Tender Offer is available to all Qualifying Shareholders
regardless of the size of their holding;
-- the Tender Price represents a premium of 16 per cent. (16%)
to the closing price of the Ordinary Shares of 194p (on the Latest
Practicable Date);
-- the Tender Offer provides Qualifying Shareholders who wish to
reduce their holdings of Ordinary Shares with an opportunity to do
so at a market-driven price with a premium at the Latest
Practicable Date;
-- the Tender Offer 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;
-- the Tender Offer permits Shareholders who wish to retain
their current investment in the Company and their Ordinary Shares
to do so, as no Shareholder is required to participate in the
Tender Offer, and thus providing Shareholders with flexibility;
and
-- the Tender Offer will reduce the number of Ordinary Shares in
issue, and, assuming earnings stay the same, should therefore have
a positive impact on the Company's earnings per share as the
Company intends to cancel all of the Ordinary Shares acquired in
connection with the Tender Offer.
The Company intends to renew its general share buyback authority
at its next annual general meeting which is currently expected to
take place on 29 June 2023 (the "2023 AGM"). Therefore, the Tender
Offer is being made in addition to any share buyback programme
which may be announced by the Company following the 2023 AGM
assuming that the general share buyback authority is passed by
shareholders at the 2023 AGM (the "Buyback Programme"). To the
extent that the Company decides to undertake a Buyback Programme,
the Company would be entitled to repurchase Ordinary Shares of up
to a maximum of 2,406,313 Ordinary Shares to the extent that the
general authority to repurchase Ordinary Shares will be granted by
Shareholders at the 2023 AGM.
Principal Terms of the Tender Offer
Shore Capital Stockbrokers will implement the Tender Offer by
acquiring, as principal, the successfully tendered Ordinary Shares
at the Tender Price. Ordinary Shares purchased by Shore Capital
Stockbrokers pursuant to the Tender Offer will be purchased by
Shore Capital Stockbrokers as principal and such purchases will be
on-market purchases in accordance with the provisions of the AIM
Rules for Companies and the rules of the London Stock Exchange.
Immediately following completion of the Tender Offer, Shore Capital
Stockbrokers shall sell such Ordinary Shares to the Company, at a
price per Ordinary Share equal to the Tender Price, pursuant to the
Repurchase Agreement. Purchases of Ordinary Shares by the Company
pursuant to the Repurchase Agreement will also be on-market
purchases in accordance with the provisions of the AIM Rules for
Companies and the rules of the London Stock Exchange. All of the
Ordinary Shares purchased by the Company pursuant to the Repurchase
Agreement in connection with the Tender Offer will be
cancelled.
The maximum number of Ordinary Shares that may be purchased
under the Tender Offer will equate to approximately 16.6 per cent.
(16.6%) of the Issued Ordinary Share Capital at the Tender Offer
Record Date (excluding any Ordinary Shares held in treasury). As at
the Latest Practicable Date, there are 24,063,131 Ordinary Shares
in issue (excluding 440,388 Ordinary Shares being held in
treasury). The Tender Offer is conditional on, among other matters,
the receipt of valid tenders in respect of at least 240,631
Ordinary Shares (representing approximately 1.0 per cent. (1%) of
the Company's issued share capital as at the Latest Practicable
Date) (excluding any Ordinary Shares held in treasury). Assuming
the maximum number of Ordinary Shares is validly tendered, up to
4,000,000 Ordinary Shares may be purchased under the Tender Offer
for a maximum aggregate consideration of up to GBP9 million. If
such maximum number of Ordinary Shares that may be tendered is
repurchased by the Company for cancellation pursuant to the Tender
Offer, the total number of Ordinary Shares of the Company in issue
following such cancellation will be 20,063,131 (excluding the
440,388 Ordinary Shares being held in treasury). The Company also
intends to cancel all other Ordinary Shares held in treasury at the
same time.
Successfully tendered Ordinary Shares will be cancelled and will
not rank for any future dividends. However, assuming Shareholders
approve the Company's final dividend of 7.35p per share at the 2023
AGM, Shareholders on the register of members on 13 July 2023, being
the record date for the final dividend, will receive such final
dividend on 28 July 2023 in respect of the Ordinary Shares they
hold as at such record date.
Guaranteed Entitlement
Tenders in respect of approximately 16.6 per cent. (16.6%) of
the Ordinary Shares held by each Qualifying Shareholder on the
Record Date will be accepted in full at the Tender Price and will
not be scaled down even if the Tender Offer is oversubscribed. This
percentage is known as the "Guaranteed Entitlement". Qualifying
Shareholders may tender such number of 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 (the
"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 tender such Excess Entitlement through
the Tender Offer. However, if the Tender Offer is oversubscribed,
the tender of any such Excess Entitlement will only be successful
to the extent that other Shareholders have tendered less than their
Guaranteed Entitlement or tendered no Ordinary Shares and may be
subject to scaling-down.
Circumstances in which the Tender Offer may not proceed
There is no guarantee that the Tender Offer will take place. The
Tender Offer is conditional on the passing of the Resolution as set
out in the Notice of General Meeting and on the satisfaction of the
other Tender Conditions as set out in the Circular. In particular,
the Tender Offer is conditional on the receipt by 1:00 p.m. on the
Closing Date of valid tenders in respect of at least 240,631
Ordinary Shares (representing approximately one per cent. (1%) of
the Company's issued share capital (excluding any Ordinary Shares
held in treasury) as at the Latest Practicable Date).
The Company has reserved the right at any time prior to the
announcement of the results of the Tender Offer, with the prior
consent of Shore Capital Stockbrokers, to extend the period during
which the Tender Offer is open and/or vary the aggregate value of
the Tender Offer, based on market conditions and/or other factors,
subject to compliance with applicable legal and regulatory
requirements. The Company has also reserved the right, in certain
circumstances, to require Shore Capital Stockbrokers, not to
proceed with the Tender Offer. Any such decision will be announced
by the Company through a Regulatory Information Service.
To the extent that Qualifying Shareholders tender for
significantly less than the total amount that may be returned to
Shareholders pursuant to the Tender Offer, or where the Company
decides not to proceed with the Tender Offer, the Company will
consider alternative options regarding how best to deploy any such
cash surplus or to return these funds to Shareholders, including by
way of a share buyback programme or by way of a distribution of
dividends, taking into consideration the then prevailing market
conditions and other relevant factors at the relevant time.
Results announcement and unconditional date
As set out in the expected timetable of principal events below,
it is expected that the results of the Tender Offer will be
announced on 23 June 2023, at which time the Tender Offer is
expected to become unconditional subject to the Tender Conditions
described in the Circular having been satisfied. The decision of
the Company as to the results of the Tender Offer (including,
without limitation, the basis on which tenders in excess of the
Guaranteed Entitlement are satisfied, scaled back or rounded down)
shall be final and binding on all Shareholders.
General Meeting to approve the Resolution
The Tender Offer requires the approval by Shareholders of the
Resolution at the General Meeting. For this purpose, the Company is
convening the General Meeting for 11:00 a.m. on 19 June 2023 to
consider and, if thought fit, pass the Resolution to authorise and
to approve the terms under which the Tender Offer will be
effected.
The Resolution must be passed on a poll by at least seventy-five
per cent. (75%) of those Shareholders present in person or by proxy
and entitled to vote at the General Meeting. The Company will not
purchase Ordinary Shares pursuant to the Tender Offer unless the
Resolution is duly passed.
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. Summary details
of certain UK taxation considerations are set out in 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.
Overseas Shareholders
The Tender Offer is not being made directly or indirectly in,
into or from or by use of the mail or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex and telephone) of interstate or foreign
commerce, or of any facility of a national securities exchange, of
the United States or any other Restricted Jurisdiction and the
Tender Offer cannot be accepted by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction.
Accordingly, copies of the Tender Form are not being and must
not be mailed or otherwise distributed or sent in, into, or from a
Restricted Jurisdiction, including to Shareholders with registered
addresses in a Restricted Jurisdiction, or to persons who are
custodians, nominees or trustees holding Ordinary Shares for
persons in a Restricted Jurisdiction.
Employee share incentive plans and impact of Tender Offer on
Dilution Limit Policy
The Company operates a number of different share incentive plans
for its employees, namely the Enterprise Management Incentive
("EMI") scheme; the Save As You Earn ("SAYE") scheme; the Company
Employees Joint Share Ownership Plan ("JSOP"); the Company Share
Option Plan ("CSOP"); the Company Performance Share Plan ("PSP")
and an Unapproved Share Option Plan ("USOP").
As previously announced by the Company on 16 March 2022, and
following a consultation process with shareholders, the Company
adopted a policy on dilution limits, in which whilst the potential
dilution limit (including all share awards granted under the
Company's employee share incentive plans since January 2015) was
increased to 18% per cent. (18%), this potential dilution limit was
expected to reduce by 2025 to 15% per cent. (15%) of the ordinary
share capital of the Company viewed over a 10-year rolling period
(the "Dilution Limit Policy").
The proposed Tender Offer and subsequent cancellation of
successfully tendered Ordinary Shares will impact the Dilution
Limit Policy, as this will reduce the issued ordinary share capital
upon which the Dilution Limit Policy is based. Specifically,
assuming the maximum number of Ordinary Shares is validly tendered
pursuant to the Tender Offer, this will have the effect of
increasing the potential dilution limit to 20% per cent. (20%)
(from 18% per cent. (18%)) in the short term, before subsequently
falling (by 2026; previously 2025) to a limit of 15% per cent.
(15%) of the ordinary share capital of the Company viewed over a
10-year rolling period.
Actions to be taken
General Meeting
Whether or not you intend to attend the General Meeting, you are
urged to complete, sign and return the Form of Proxy in accordance
with the instructions printed thereon and the notes to the Notice
of General Meeting. To be valid, a proxy appointment must be
received by post or by hand (during normal business hours only) by
the Company's Registrar at Share Registrars Limited, 3 The
Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, as soon as
possible and, in any event, not later than 11:00 a.m. on 15 June
2023 (or, in the case of an adjournment of the General Meeting, not
later than 48 hours (excluding non-Business Days) before the time
fixed for the holding of the adjourned meeting).
If you hold Ordinary Shares in CREST, you may appoint a proxy by
completing and transmitting a CREST Proxy Instruction (in
accordance with the procedures set out in the CREST Manual) to the
Registrar, under CREST Participant ID number 7RA36. Proxies
appointed electronically must be completed online as soon as
possible and, in any event, so as to be received by no later than
11:00 a.m. on 15 June 2023 (or, in the case of an adjournment, not
later than 48 hours (excluding non-Business Days) before the time
fixed for the holding of the adjourned meeting).
Alternatively, you may appoint a proxy electronically by logging
on to www.shareregistrars.uk.com, clicking on the "Proxy Vote"
button and then following the on-screen instructions. Proxy votes
must be received no later than 11:00 a.m. on 15 June 2023 (or, in
the case of an adjournment, not later than 48 hours (excluding
non-Business Days) before the time fixed for the holding of the
adjourned meeting).
Completion and return of a Form of Proxy by post, the giving of
a CREST Proxy Instruction or submitting your online proxy vote via
the Registrars website, will not preclude Shareholders from
attending and voting in person at the General Meeting, or any
adjournment thereof, (in each case, in substitution for their proxy
vote) if they wish to do so and are so entitled.
Participation in the Tender Offer
If you are a Qualifying Shareholder and hold your Ordinary
Shares in certificated form and you wish to tender all or any of
your Ordinary Shares, you should complete the Tender Form in
accordance with the instructions printed on it and in the Circular
and return it by post in the accompanying reply-paid envelope (for
use in the UK only) or by hand (during normal business hours only)
to Share Registrars Limited, 3 The Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX, together with your share certificate(s)
in respect of the Ordinary Shares tendered.
If you are a Qualifying Shareholder and hold your Ordinary
Shares in Uncertificated Form and you wish to tender all or any of
your Ordinary Shares, you should arrange for the Ordinary Shares
tendered to be transferred into escrow by not later than 1:00 p.m.
on 22 June 2023 as described in the Circular/send the TTE
Instruction through CREST so as to settle by no later than 1:00
p.m. on 22 June 2023.
If you do not wish to sell any of your Ordinary Shares in the
Tender Offer, do not complete and return the Tender Form or submit
a TTE Instruction (as applicable).
Board intentions
Each of the Directors (with the exception of Kate Allum who is
not a Shareholder) has confirmed that they do not intend to tender
any of their current individual beneficial holding of Ordinary
Shares through the Tender Offer. In this regard, the Company has
received irrevocable undertakings from each of the Directors (with
the exception of Kate Allum who is not a Shareholder) that they
will each respectively 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), and therefore, other Qualifying Shareholders will be
able to tender for more than their Guaranteed Entitlement.
Recommendation by the Board
The Directors consider that the Tender Offer is in the best
interests of the Shareholders as a whole. Accordingly, the Board
unanimously recommends that you vote in favour of the Resolution,
as the Directors (with the exception of Kate Allum who is not a
Shareholder) intend to do for their respective individual
beneficial holdings of, in aggregate, 347,392 Ordinary Shares,
representing approximately 1.4 per cent. (1.4%) of the Issued
Ordinary Share Capital of the Company as at the Latest Practicable
Date.
The Board makes no recommendation to Qualifying Shareholders in
relation to participation in the Tender Offer itself. Whether or
not Qualifying 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 own financial and tax position. Shareholders are
required to take their own decision and are recommended to consult
with their duly authorised independent financial or professional
adviser.
If you are in any doubt as to the action you should take, you
are recommended to seek your own independent advice. You are
advised to read all of the information contained in the Circular
before deciding on the course of action you will take in respect of
the General Meeting and the Tender Offer.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer will be set
out in the Circular, which Shareholders are advised to read in
full. Any response to the Tender Offer should be made only on the
basis of the information in the Circular.
Shore Capital and Corporate Limited ("Shore Capital") and Shore
Capital Stockbrokers which are authorised and regulated in the UK
by the FCA, are acting for the Company and no-one else in
connection with the Tender Offer, and will not be responsible to
anyone other than the Company for providing the protections
afforded to customers of Shore Capital and Corporate and Shore
Capital Stockbrokers or for providing advice in relation to the
matters described in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Shore Capital and Shore Capital Stockbrokers
under FSMA or the regulatory regime established thereunder: (i)
none of Shore Capital or Shore Capital Stockbrokers or any persons
associated or affiliated with either of them accepts any
responsibility whatsoever or makes any warranty or representation,
express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by, or on
behalf of it, the Company or the Directors, in connection with the
company and/or the Tender Offer; and (ii) each of Shore Capital and
Shore Capital Stockbrokers accordingly disclaims, to the fullest
extent permitted by law, all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above)
which they might otherwise be found to have in respect of this
announcement or any such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms anticipates, believes, could, estimates,
expects, intends, may, plans, projects, should or will, or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements may, and often do,
differ materially from actual results. Any forward-looking
statements in this announcement reflect Whitbread's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations and
growth strategy. Other than in accordance with its legal or
regulatory obligations (including under the Disclosure Guidance and
Transparency Rules, the Market Abuse Regulation and the rules of
the London Stock Exchange), the Company is not under any obligation
and the Company expressly disclaims any intention or obligation (to
the maximum extent permitted by law) to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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. Shareholders who
are not resident in the United Kingdom should read paragraph 5 of
Part IV (headed "Overseas Shareholders") of the Circular and should
inform themselves about, and observe, any applicable legal or
regulatory requirements. The Tender Offer is not being made,
directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction and the Tender Offer
cannot be accepted by any such use, means, instrumentality or
facility or from within any Restricted Jurisdiction. Accordingly,
unless otherwise determined by the Company and permitted by
applicable law and regulation, neither the Circular nor the Tender
Form nor any related document is being, nor may it be, directly or
indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or
otherwise forward, distribute or send it in, into or from such
Restricted Jurisdiction, as to do so may invalidate any purported
acceptance of the Tender Offer. Any person (including, without
limitation, trustees, nominees or custodians) who would or
otherwise intends to, or who may have a contractual or legal
obligation to, forward the Circular, the Tender Form and/or any
related document to any jurisdiction outside the United Kingdom,
should seek appropriate advice before taking any action.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS Publication of the Circular and the Notice of General 2 June 2023
Meeting
Tender Offer opens 2 June 2023
Latest time and date for receipt of Forms of Proxy 11:00 a.m. on 15 June 2023
General Meeting 11:00 a.m. on 19 June 2023
Announcement of results of the General Meeting 19 June 2023
Latest time and date for receipt of Tender Forms and share 1:00 p.m. on 22 June 2023
certificates in relation to the
Tender Offer (i.e. close of Tender Offer)
Latest time and date for receipt of TTE Instructions in 1:00 p.m. on 22 June 2023
relation to the Tender Offer (i.e.
close of Tender Offer)
Tender Offer Record Date 6:00 p.m. on 22 June 2023
Announcement of results of the Tender Offer 23 June 2023
Purchase of Ordinary Shares under the Tender Offer 23 June 2023
CREST accounts credited for revised, uncertificated by 7 July 2023
holdings of Ordinary Shares
Cheques despatched in respect of Tender Offer proceeds for by 7 July 2023
certificated Ordinary Shares
Return of share certificates in respect of unsuccessful by 7 July 2023
tenders of certificated Ordinary Shares
Despatch of balancing share certificates (in respect of by 7 July 2023
certificated Ordinary Shares) for
revised, certificated holdings in the case of partially
successful tenders
All times are references to London (UK) times. Each of the above
times and dates are indicative only and based on the Company's expectations
as at the date of this announcement. If any of the above times and/or
dates change, the revised times and/or dates will be notified to
Shareholders by an announcement through a Regulatory Information
Service.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
2023 AGM the Company's next annual general
meeting, expected to be held on
29 June 2023
Act the Companies Act 2006, as amended
from time to time
AIM AIM, a market operated by the
London Stock Exchange
AIM Rules for Companies the AIM Rules for Companies of
the London Stock Exchange as amended
from time to time
Board or Board of Directors the directors of the Company
or Directors of the Company
Business Day any day other than a Saturday,
Sunday or public holiday on which
banks are open in the City of
London for the transaction of
general commercial business
certificated form or certificated in relation to a share, a share,
title to which is recorded in
the relevant register of the share
concerned as being held in certificated
form (that is, not in CREST)
Circular the Company's circular to Shareholders,
to be published on 2 June 2023
Closing Date 22 June 2023 or such other date
as may be determined in accordance
with the Circular in relation
to the Tender Offer
Company or Anpario Anpario plc, a public limited
company incorporated in England
with registered number 3345857
and registered office Unit 5,
Manton Wood, Enterprise Park,
Worksop, S80 2RS
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
CREST Manual the rules governing the operation
of CREST as published by Euroclear
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 Proxy Instruction a proxy appointment or instruction
made via CREST authenticated in
accordance with Euroclear's specifications
and containing the information
set out in the CREST manual
CREST Regulations the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755), as amended from time to
time
Disclosure and Transparency the Disclosure Guidance and Transparency
Rules or DTRs Rules of the FCA made under Part
VI of FSMA, as amended from time
to time
Euroclear Euroclear UK & International Limited,
the operator of CREST
Excess Entitlement has the meaning given to that
term in this announcement
FCA the Financial Conduct Authority
of the United Kingdom
Form of Proxy (a) the hard copy proxy form accompanying
the Circular; or (b) the electronic
proxy form to appoint a proxy
electronically by logging on to
www.shareregistrars.uk.com, clicking
on the "Proxy Vote" button and
then following the on-screen instructions,
as the case may be, in each case,
to be used in connection with
the General Meeting and to be
completed and submitted in accordance
with the instructions thereof
and the terms and conditions of
the Circular
FSMA the Financial Services and Markets
Act 2000, as amended from time
to time
General Meeting the general meeting of the Company
to be held at the offices of DLA
Piper UK LLP at 160 Aldersgate
Street, EC1A 4HT, London, United
Kingdom, at 11:00 a.m. on 19 June
2023, or any adjournment thereof,
notice of which will be set out
in the Circular
Group the Company and its Subsidiaries
and Subsidiary undertakings
Guaranteed Entitlement has the meaning given to that
term in this announcement
Issued Ordinary Share Capital the issued Ordinary Shares at
the Tender Offer Record Date
Latest Practicable Date 1 June 2023, being the latest
practicable date prior to the
publication of this announcement
London Stock Exchange London Stock Exchange plc
Member account ID the identification code or number
attached to any member account
in CREST
Notice of General Meeting the notice of the General Meeting
which will appear in the Circular
Ordinary Shares the ordinary shares of 23 pence
each in the capital of the Company
Overseas Shareholders a Shareholder who is a resident
in, or a national or citizen of,
a jurisdiction outside the United
Kingdom
Participant ID the identification code or membership
number used in CREST to identify
a particular CREST Member or other
CREST Participant
Qualifying Shareholder Shareholders who are entitled
to participate in the Tender Offer,
being those who are on the Register
on the Tender Offer Record Date
and excluding those with a registered
address in a Restricted Jurisdiction
Repurchase Agreement the Repurchase Agreement dated
2 June 2023, between Shore Capital
Stockbrokers and the Company,
the terms of which will be summarised
in the Circular
Register the Company's register of members
Registrar or Receiving Agent Share Registrars Limited of 3
The Millennium Centre, Crosby
Way, Farnham, Surrey, GU9 7XX,
as Registrar and Receiving Agent
Regulatory Information Service a service approved by the FCA
for the distribution to the public
of regulatory announcements and
included within the list maintained
on the FCA's website
Resolution the special resolution to be proposed
at the General Meeting, as set
out in the Notice of General Meeting
Restricted Jurisdictions each and any of Australia, Canada,
Japan, New Zealand, the United
States, Singapore, the Republic
of South Africa and any other
jurisdiction where the mailing
of the Circular or the accompanying
documents, or the extension of
the Tender Offer, in the manner
contemplated by the Circular into
or inside such jurisdiction would
constitute a violation of the
laws of such jurisdiction
Shareholders the holders of the Ordinary Shares
from time to time
Share Registrars Limited Share Registrars Limited, 3 The
Millennium Centre, Crosby Way,
Farnham, Surrey, GU9 7XX, as Registrar
and Receiving Agent
Shore Capital Stockbrokers Shore Capital Stockbrokers Limited
Subsidiary a subsidiary as that term is defined
in section 1159 of the Companies
Act 2006
Tender Conditions shall have the meaning given in
the Circular
Tender Form the form enclosed with the Circular
for use by Shareholders who hold
Ordinary Shares in certificated
form in connection with the Tender
Offer
Tender Offer the invitation to Shareholders
to tender Ordinary Shares on the
terms and conditions 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 Stockbrokers)
Tender Offer Record Date close of business (6:00 p.m.,
or Record Date UK time) on 22 June 2023 or such
other time and date as may be
determined by the Company in its
sole discretion
Tender Price 225p being the price per ordinary
share at which the Ordinary Shares
will be purchased pursuant to
the Tender Offer
TTE Instruction a transfer to escrow instruction
(as defined by the CREST Manual)
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
United Kingdom or UK United Kingdom of Great Britain
and Northern Ireland, its territories
and dependencies
United States or USA United States of America, its
territories, its possessions,
any state of the United States
and the District of Columbia
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END
TENUPUMAQUPWGCM
(END) Dow Jones Newswires
June 07, 2023 11:09 ET (15:09 GMT)
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