RE: Todays the day... Bring it on21 Oct 2019 11:31
Concert Party interests in the Enlarged Share Capital following completion of the Acquisition
Together with MXC Capital’s interests in 15.3 per cent. of the Enlarged Share Capital, you
should note that if the Acquisition completes, the Concert Party will hold 64.3 per cent. of
the voting rights of the Company, as set out in table in paragraph 9.4 of this letter. For so
long as the Concert Party holds more than 50 per cent. of the voting rights, the Concert Party
may accordingly increase its interest in shares without incurring any obligation under Rule
9 to make a mandatory general offer, although other individual members of the Concert Party
(i.e. Mark and Caroline Halpin who together will hold 31.6 per cent. of the total voting rights
if the Acquisition completes) will not be able to increase their percentage interests in shares
through or between a Rule 9 threshold without Takeover Panel consent. In the event that
the Whitewash Resolution is approved at the General Meeting, the Concert Party will not be
restricted from making an offer for the Company.
You should also note that, if the Acquisition proceeds, the Concert Party’s interest in the
voting rights of the Company combined will result in an increase in the percentage of the
Ordinary Shares that are not in public hands (as defined in the AIM Rules). This may in turn
have the effect of reducing the liquidity of trading in the Ordinary Shares on AIM. The Concert
Party’s stake in the voting rights of the Company will also mean that the Concert Party will
be able, if it so wishes, to exert significant influence over resolutions proposed at future
general meetings of the Company.