3 Feb 2022 16:43
The following announcement replaces the 'Result of Tender Offer' announcement released on 31 January 2022 at 7.00am under RNS No 0596A.
The oversubscription scale back mechanics of the Tender Offer were stated incorrectly, as such the Director's resulting holdings of the issued share capital held post Tender Offer were incorrect. The correct scale back mechanics were as follows:
- 1 Ordinary Share for every 1.485 Ordinary Shares held by a shareholder will be met in full representing approximately 93.35% of the Ordinary Shares being purchased by the Company
- The remaining 6.65% of the Ordinary Shares being bought back under the Tender Offer, will be purchased pro rata to the number of shares tendered in excess of a shareholders Basic Entitlement. 16.59832% of shares tendered in excess of a shareholders Basic Entitlement will be purchased
As a result of the above amendments, the resultant 'Director shareholdings' included in the main body of this announcement are now correct.
All other details remain unchanged.
The full amended text is shown below.
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Result of Tender Offer
Further to the announcements made on 14 January 2022 and 28 January 2022, Minds + Machines Group Limited (AIM: MMX) is pleased to announce the results of its Tender Offer. The Tender Offer closed at 1.00pm on 28 January 2022.
The Company confirms the Tender Offer was fully subscribed and 182,692,308 Ordinary Shares will be purchased at a price of 10.4 pence per Ordinary Share, for an aggregate consideration of £19 million. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 1.485 Ordinary Shares held by a shareholder will be met in full representing approximately 93.35% of the Ordinary Shares being purchased by the Company. In addition, 16.59832% of shares tendered in excess of a shareholders Basic Entitlement will be purchased, accounting for the remaining 6.65% of the Ordinary Shares being bought back under the Tender Offer, The Ordinary Shares to be purchased under the Tender Offer represent approximately 67.3% of the current Ordinary Shares in issue.
All of the 182,692,308 Ordinary Shares being bought back will be cancelled by the Company.
Cheques will be dispatched for certificated Ordinary Shares purchased pursuant to the Tender Offer and payment will be made through CREST for uncertificated Ordinary Shares purchased pursuant to the Tender Offer, in each case, by 7 February 2022.
Total Voting Rights
With effect from 7 February 2022, the total number of exercisable voting rights in the Company will reduce from 271,316,341 to 88,624,033. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Director shareholdings
With effect from 7 February 2021, the Directors of the Company and their connected persons will have the following shareholdings in the Company:
Director | Shareholding pre-Tender Offer | Ordinary Shares tendered | Shareholding post-Tender Offer | % of revised issued share capital held post Tender Offer and Subscription |
Guy Elliot | 6,782,888 | 4,935,301 | 1,847,587 | 2.08% |
Tony Farrow | 213,299 | 155,198 | 58,101 | .07% |
Bryan Disher | - | - | - | .00% |
Henry Turcan* | 29,481,105 | 21,450,687 | 8,030,418 | 9.06% |
* Mr. Turcan is a representative of Lombard Odier Asset Management Europe Limited ("LOAME"), which in its capacity as discretionary investment manager for certain funds and accounts holds in aggregate 29,481,105 Ordinary Shares.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular to shareholders dated 14 January 2022 and available on the Company's website www.mmx.co.
Further Information:
Minds + Machines Group Limited | |
Tony Farrow (CEO) Bryan Disher (CFO)
| |
finnCap Ltd | Tel: +44 (0) 20 7220 0500 |
Corporate finance - Stuart Andrews / Carl Holmes / Simon Hicks Corporate broking - Tim Redfern / Richard Chambers
| |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Guy Elliott | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Chairman | ||||
b) | Initial notification/Amendment | Replacement to initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Minds + Machines Group Limited | ||||
b) | LEI | 2138008VAFDJAYYYNP95 | ||||
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, type of instrument | Ordinary Shares | ||||
Identification code | VGG614091012 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares under the Tender Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | Tender Offer of 4,935,301 Ordinary Shares at a price of 10.4 pence per Ordinary Share | ||||
e) | Date of the transaction | 28 January 2022 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Tony Farrow | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Executive Officer | ||||
b) | Initial notification/Amendment | Replacement to initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Minds + Machines Group Limited | ||||
b) | LEI | 2138008VAFDJAYYYNP95 | ||||
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, type of instrument | Ordinary Shares | ||||
Identification code | VGG614091012 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares under the Tender Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | Tender Offer of 155,198 Ordinary Shares at a price of 10.4 pence per Ordinary Share | ||||
e) | Date of the transaction | 28 January 2022 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Lombard Odier Asset Management (Europe) Limited | ||||
2. | Reason for the Notification | |||||
a) | Position/status | PCA of Henry Turcan, Non-Executive Director | ||||
b) | Initial notification/Amendment | Replacement to initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Minds + Machines Group Limited | ||||
b) | LEI | 2138008VAFDJAYYYNP95 | ||||
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, type of instrument | Ordinary Shares | ||||
Identification code | VGG614091012 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares under the Tender Offer | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price | Tender Offer of 21,450,687 Ordinary Shares at a price of 10.4 pence per Ordinary Share | ||||
e) | Date of the transaction | 28 January 2022 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||