TIDMECAP
RNS Number : 0902E
Elephant Capital PLC
05 February 2015
For Immediate Release 5 February 2015
Not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States,
Canada, Australia, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful
ELEPHANT CAPITAL PLC
("Elephant Capital" or the "Company")
Share Buy-back Programme
Elephant Capital (AIM: ECAP) announces its intention to commence
a share buy-back programme (the "Buy-back Programme") to use
existing surplus cash resources to make market purchases of its
ordinary shares ("Shares").
The Buy-back Programme will be carried out pursuant to a general
share buy-back authority that is being sought at the Annual General
Meeting of the Company convened for 6 March 2015 and, if approved
by Shareholders, will authorise the Company to make market
purchases of Shares representing up to 25 per cent. of its issued
share capital at the time the authority is conferred (the "Buy-back
Authority").
Pursuant to the Buy-back Authority, the maximum price (exclusive
of expenses) per Share that may be paid for Shares bought back
pursuant to the Buy-back Programme will be the lower of:
-- 5 per cent. above the average middle market quotations for
the Shares taken from the Daily Official List of the London Stock
Exchange for the five business days before the purchase is made
(rounded down to the nearest whole pence); and
-- 24.5p, being 70 per cent. of the audited NAV per Share as at
31 August 2014 (it should be noted that that NAV did not include
any provision for the Company's future running costs or the costs
of winding up the Company once all of its investments have been
realised).
As at the date of this announcement, the maximum aggregate
consideration that may be paid for Shares bought back pursuant to
the Buy-back Programme will be GBP1.0 million, being the Company's
existing cash resources in excess of its working capital
requirements. The Directors reserve the right to vary (by
increasing or decreasing) the maximum aggregate consideration that
may be paid for Shares bought back pursuant to the Buy-back
Programme in the event of further realisations of the Company's
investments or changes in the Company's working capital
requirements (any such variation will be announced by the Company
through a Regulatory Information Service (a "RIS")). Shares bought
back pursuant to the Buy-back Programme will be cancelled.
The Company intends to operate the Buy-back Programme through
its broker, Cantor Fitzgerald Europe ("Cantor Fitzgerald"). To
ensure that Shareholders who wish to sell any Shares on any given
day are treated equally:
-- all Shares bought back by the Company on that day will be
bought back at the same price;
-- Cantor Fitzgerald will execute all trades in Shares pursuant
to the Buy-back Programme at 4.00 p.m. (UK time) on the relevant
day; and
-- to the extent that the aggregate number of Shares available
to be bought back on that day exceeds that permitted under the
Buy-back Programme (based on the Buy-back Authority or the
Company's cash resources available to fund the buy-back), offers to
sell Shares will be scaled back pro rata based on the number of
Shares offered by each selling Shareholder or broker.
The Buy-back Programme will commence on 9 March 2015 and end on
the earliest of the following:
-- the date on which the Buy-back Authority has been fully utilised;
-- the date on which the maximum aggregate consideration that
may be paid for Shares bought back pursuant to the Buy-back
Programme has been fully utilised; and
-- the date of the Company's 2016 Annual General Meeting (or, if
earlier, 6 September 2016).
In addition, the Board reserves the right to suspend the
Buy-back Programme at any time. The ending or any suspension of the
Buy-back Programme will be announced by the Company through a
RIS.
Due to the general illiquidity in trading of its ordinary
shares, the Company may, in purchasing Shares pursuant to the
Buy-back Programme, make purchases in excess of the limit of 25 per
cent. of average daily volume in the 20 trading days preceding the
date of the purchase which is set out in the Code of Market Conduct
and, in such circumstances, the Company would be deviating from the
safe harbour set out in MAR 1 Annex 1 to the Financial Conduct
Authority Code of Market Conduct.
Substantial Shareholders (being, in summary, holders of 10 per
cent. or more of the Shares in issue at any time) may participate
in the Buy-back Programme on the same terms as any other
Shareholders (details of holders of 3 per cent. or more of the
Shares are disclosed on the Company's website,
www.elephantcapital.com, and will be kept up-to-date whilst the
Buy-back Programme is ongoing). None of the Directors holds any
Shares. The Directors consider, having consulted with the Company's
nominated adviser, that the terms of the Share Buy-back Programme
are fair and reasonable insofar as Shareholders are concerned.
A copy of the notice convening the Annual General Meeting of the
Company for 6 March 2015 is included in the annual report and
accounts of the Company for the year ended 31 August 2014, a copy
of which will be available on the Company's website,
www.elephantcapital.com, shortly.
For further information, please contact:
Vikram Lall, Chairman
Gaurav Burman +1 473 533 2513
Elephant Capital plc +44 (0) 20 7389 1770
Sue Inglis (Corporate Finance)
Andrew Davey / Tom Dixon / Andrew Worne (Sales) +44 (0) 20 7894 8016
Cantor Fitzgerald Europe (Nominated Adviser & Broker) +44 (0) 20 7894 8648 / 8229 / 8529
Important Notes
Interested sellers of Shares through the Buy-back Programme
should contact Cantor Fitzgerald Europe. The maximum number of
Shares that may be bought back by the Company pursuant to the
Buy-back Programme will be determined by the price(s) at which
Shares are bought back.
This communication does not constitute an offer or invitation or
solicitation to make an offer by or on behalf of the Company or any
of its affiliates, directors or officers to buy or enter into an
agreement for the purchase of any Shares.
This communication is not and should not be taken as
constituting the giving of investment advice by the Company.
Past performance is not a guide to future performance and the
value of investments can go down as well as up. Future returns are
not guaranteed and a total loss of principal may occur.
Recipients of this communication are recommended to seek their
own independent legal, tax, financial and other advice and should
rely solely on their own judgment, review and analysis in
evaluating the Company, its business and its affairs.
Cantor Fitzgerald Europe, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
solely for Elephant Capital plc and for no one else, in connection
with the Buy-back Programme and will not be responsible to anyone
other than Elephant Capital plc for providing the protections
afforded to clients of Cantor Fitzgerald Europe or for affording
advice in relation to the Buy-back Programme.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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