RE: RNS22 May 2026 13:14
Per Claude -
What's happening?
Fonix is buying back 1,250,000 of its own shares at 159p each — spending roughly £2 million to repurchase ~1.26% of its shares from the open market today.
Why is this normally complicated for Fonix?
There's a group of shareholders called a Concert Party — people acting together who collectively own 33.06% of the company. Under the City Code on Takeovers and Mergers (Rule 9), if a group already owns 30%+ of a company, any increase in their holding triggers an obligation to make a cash offer for the entire company. A buyback would automatically increase the Concert Party's percentage (since the total shares outstanding shrinks), so Fonix has historically been unable to do buybacks without triggering this rule.
How are they getting around it?
A Concert Party member — Richard Thompson (via his company Starnevesse Limited) — has agreed to sell his own shares in parallel, in proportion to however many shares Cavendish buys back. This ensures the Concert Party's percentage stays flat, sidestepping the Rule 9 trigger.
Key details:
Price: 159p per share (yesterday's closing price)
Broker managing it: Cavendish Capital Markets
Window: Today only, closes at 4pm
Repurchased shares will be held in treasury or cancelled
Price cap: no more than 105% of the 5-day average price