TClarke plc
Issue of Equity and Total
Voting Rights
Rule 2.9
Announcement
30
May 2024
TClarke plc ("the Company", "the
Group" or "TClarke"), the Building Services Group, announces that
it will today be issuing 2,711,451 ordinary shares of 10 pence each
("New Ordinary Shares") to satisfy the future vesting of employee
share awards under the Group's Save As You Earn Scheme ("SAYE") and
TClarke 2021 Long Term Incentive Plan.
Application has been made for the
New Ordinary Shares to be admitted to trading on the Main Market of
the London Stock Exchange, which is expected to occur on or around
3 June 2024 ("Admission"). The New Ordinary Shares will rank pari
passu in all respects with the Company's existing ordinary shares
of 10 pence each ("Ordinary Shares") currently traded on the Main
Market of the London Stock Exchange.
Rule 2.9 disclosure and Total Voting Rights
Following Admission, in accordance
with Rule 2.9 of the City Code on Takeovers and Mergers (the
"Code"), the Company will have in issue 55,588,827 Ordinary Shares,
with no Ordinary Shares held in treasury. The International
Securities Identification Number ("ISIN") for the Company's
ordinary shares is GB0002015021.
The issued share capital of the
Company will, following Admission, be 55,588,827 Ordinary Shares
with no ordinary shares held in treasury. This figure 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
Disclosure Guidance and Transparency Rules of the FCA.
-ends-
For further information
contact:
TClarke plc
Mark Lawrence, Group Chief
Executive
Trevor Mitchell, Finance
Director
Tel: 020 7997 7400
www.tclarke.co.uk
Cavendish Capital Markets Limited (Sole Financial Adviser,
Rule 3 Adviser and Corporate Broker)
Ben Jeynes, Hamish Waller
Tel: 020 7220 0500
www.cavendish.com
RMS
Partners
Simon Courtenay
Tel: 020 3735 551
Notice to overseas
investors
This announcement does not
constitute an offer to purchase any securities, or an offer to sell
or the solicitation of an offer to buy any securities, nor shall
there be any offer to purchase or sell securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The release, distribution or publication of this
announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable
requirements.
Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure (as
defined in the Code) following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 p.m. (London
time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a securities exchange offeror prior to the deadline
for making an Opening Position Disclosure must instead make a
Dealing Disclosure (as defined in the Code).
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and Bidder
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any Bidder was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
