Anpario Regulatory News (ANP)

2 June 2023

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 £9 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:-

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 £9 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 £16.4 million (31 Dec 2022: £13.6 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 £9 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.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: