31 Jan 2022 07:00
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Result of Tender Offer
Further to the announcement made on 14 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 1.49 Ordinary Shares held by a shareholder will be met in full representing approximately 89.68% of the Ordinary Shares being purchased by the Company. The remaining 10.32% of the Ordinary Shares being bought back under the Tender Offer, will be purchased on the basis of 1 Ordinary Share for every 12.91 Ordinary Shares tendered, pursuant to demand for Excess Shares by Eligible Shareholders. 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 | 5,092,882 | 1,690,006 | 1.91% |
Tony Farrow | 213,299 | 160,154 | 53,145 | .06% |
Bryan Disher | - | - | - | .00% |
Henry Turcan* | 29,481,105 | 22,135,674 | 7,345,431 | 8.29% |
* 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)
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finnCap Ltd | Tel: +44 (0) 20 7220 0500 |
Corporate finance - Stuart Andrews / Carl Holmes / Simon Hicks Corporate broking - Tim Redfern / Richard Chambers
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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 | 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 5,092,882 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 | 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 160,154 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 | 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 22,135,674 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) | ||||