Last checked at 24 Nov 2022 07:30
24 November 2022
Michelmersh Brick Holdings Plc
("MBH", the "Company", or the "Group")
Launch of Share Buyback Programme and Settlement of Existing LTIP Options
Buyback
Michelmersh Brick Holdings Plc (AIM: MBH), the specialist brick manufacturer, today announces that it intends to commence a share buyback programme in respect of its ordinary shares of 20 pence each ("Ordinary Shares") up to a maximum consideration of £3.0 million from the date of this announcement (the "Share Buyback Programme").
The purpose of the Share Buyback Programme is to reduce the share capital of the Group in order to return value to shareholders.
Michelmersh announces that it has entered into an irrevocable non-discretionary instruction with Canaccord Genuity Limited ("Canaccord") in relation to the purchase by Canaccord, acting as principal during the period commencing on 24 November 2022 and ending no later than 27 February 2023, of Ordinary Shares for an aggregate consideration (excluding expenses) of no greater than £3.0 million and the simultaneous on-sale of such Ordinary Shares by Canaccord to Michelmersh, where they will be held in treasury. Canaccord will make its trading decisions concerning the timing of the purchases of Ordinary Shares independently of, and uninfluenced by, the Group.
The Share Buyback Programme will be conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted by the Group's shareholders at the 2022 Annual General Meeting on 12 May 2022, Chapter 12 of the UK Listing Rules and the provisions of the Market Abuse Regulation 596/2014/EU as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("UK MAR") and the Commission Delegated Regulation 2016/1052/EU as amended by Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019 which both form part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Michelmersh will announce any market repurchase of Ordinary Shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred.
Settlement of Existing 2017 LTIP Options
Michelmersh announces that it has today elected to cash settle 2,000,000 nil-cost options over ordinary shares of 20 pence each, granted to Peter Sharp and Frank Hanna, Joint Chief Executive Officers of the Company, under the Company's 2017 Long Term Incentive Plan (the "2017 LTIP Tranche"). As a result of the cash settlement, the 2,000,000 options of the 2017 LTIP Tranche will be cancelled.
In order for the cash settlement to be paid, the original performance criteria of the 2017 LTIP Tranche must be met on 29 March 2023. The total gross value of the cash settlement (before deductions for income tax and national insurance) is expected to be £1,580,000, calculated using a five trading day volume-weighted average price per share of £0.79 pence as at 23 November 2022.
The cash settlement of the 2017 LTIP Tranche constitutes a related party transaction under AIM Rule 13. The independent Directors of the Company consider, having consulted with the Company's nominated adviser for the purposes of the AIM Rules, that the terms of the cash settlement of the 2017 LTIP Tranche to be fair and reasonable insofar as the Company's shareholders are concerned.
Michelmersh Brick Holdings Plc Frank Hanna, Joint Chief Executive Officer Ryan Mahoney, Chief Financial Officer | Tel: +44 (0)1825 430 412
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Canaccord Genuity Limited (NOMAD and Joint Broker) Max Hartley Bobbie Hilliam Harry Pardoe | Tel: +44 (0)20 7523 8000
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Berenberg (Joint Broker) Richard Bootle Detlir Elizi Tom Graham | Tel: +44 (0) 203 207 7800 |
Yellow Jersey PR Charles Goodwin Annabelle Willis |
Tel: +44 (0)7747 788 221 Tel: +44 (0)7775 194 357 |
The information contained within this announcement is deemed to constitute inside information as stipulated under the UK Market Abuse Regulations. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
About Michelmersh Brick Holdings PLC:
Michelmersh Brick Holdings PLC is a business with seven market leading brands: Blockleys, Carlton, Charnwood, Freshfield Lane, Michelmersh, Floren and Hathern Terra Cotta. These divisions operate within a fully integrated business combining the manufacture of clay bricks and pavers. The Group also includes a landfill operator, New Acres Limited, and seeks to develop future landfill and development opportunities on ancillary land assets.
Established in 1997, the Company has grown through acquisition and organic growth into a profitable and asset rich business, producing over 120 million clay bricks and pavers per annum. Michelmersh currently owns most of the UK's premium manufacturing brick brands and is a leading specification brick and clay paving manufacturer.
Michelmersh strives to be a well invested, long term, sustainable, environmentally responsible business. Opportunity, training and security for all employees, whilst meeting the needs of stakeholders are at the forefront of everything we do. We aim to lead the way in producing some of Britain's premium clay products and enhancing our environment by adding value to the architectural landscape for generations to come.
We are Michelmersh Brick Holdings PLC: we are "Britain's Brick Specialist".
Please visit the Group's websites at: www.mbhplc.co.uk and www.bimbricks.com
1 | Details of PDMR / person closely associated with them ('PCA')
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a) | Full Name | Frank Hanna
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2 | Reason for the notification
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a) | Position / status | Joint CEO | |
b) | Initial notification / amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name | Michelmersh Brick Holdings plc | |
b) | LEI | 213800CIFQFPAHIQE695 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
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a) | Description of the financial instrument
Identification code | Ordinary shares of 20 pence each in the capital of the Company
ISIN: GB00B013H060 | |
b) | Nature of the transaction | The cancellation of 1,000,000 nil-cost options over Ordinary Shares granted under the Company's 2017 Long-Term Incentive Plan | |
c) | Price(s) and volume(s)
| Price: 79 pence
Volume: 1,000,000
| |
d) | Aggregated information Aggregated volume and Price | N/A - single transaction | |
e) | Date of the transaction
| 23 November 2022 - Cancellation date | |
f) | Place of the transaction | Outside a trading venue
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1 | Details of PDMR / person closely associated with them ('PCA')
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a) | Full Name | Peter Sharp
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2 | Reason for the notification
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a) | Position / status | Joint CEO | |
b) | Initial notification / amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participation, auction platform, auctioneer or auction monitor | ||
a) | Name | Michelmersh Brick Holdings plc | |
b) | LEI | 213800CIFQFPAHIQE695 | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||
a) | Description of the financial instrument
Identification code | Ordinary shares of 20 pence each in the capital of the Company
ISIN: GB00B013H060 | |
b) | Nature of the transaction | The cancellation of 1,000,000 nil-cost options over Ordinary Shares granted under the Company's 2017 Long-Term Incentive Plan | |
c) | Price(s) and volume(s)
| Price: 79 pence
Volume: 1,000,000
| |
d) | Aggregated information Aggregated volume and Price | N/A - single transaction | |
e) | Date of the transaction
| 23 November 2022 - Cancellation date | |
f) | Place of the transaction | Outside a trading venue
| |