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22 Mar 2023 07:00
22 March 2023
Nexus Infrastructure plc
("Nexus" or the "Company" or the "Group")
Result of Tender Offer
Nexus Infrastructure plc ("Nexus") is pleased to announce the results of the Tender Offer, details of which were set out in the circular published by the Company on 28 February 2023 (the "Circular").
The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 38,650,306 Ordinary Shares, representing 83.7 per cent. of the Company's Issued Share Capital as at the Record Date at a Tender Price of 163 pence.
Under the Tender Offer, valid applications to tender shares were received in respect of 37,147,878 Ordinary Shares, equal to 96.1% of the total number of Ordinary Shares subject to the Tender Offer. As such, all valid tenders have been accepted and will be purchased in full. Accordingly, a total of 37,147,878 Ordinary Shares will be purchased under the Tender Offer and subsequently cancelled on 24 March 2023.
The total value to be returned to Shareholders pursuant to the Tender Offer will therefore be approximately £60.6 million. The target return was approximately £63 million and the surplus £2.4 million of cash will be retained by the Company. Payment of the consideration due to Shareholders whose tender applications under the Tender Offer have been accepted is expected to be despatched (by cheque or by a CREST payment, as appropriate) on or before 3 April 2023.
Directors' interests
Following completion of the purchase of Ordinary Shares pursuant to the Tender Offer, the Board will be interested in a total of 19.67 per cent. of the Company's total issued Ordinary Shares. The interests of each Director (and their connected persons) will be as follows:
PDMR | Position | % of Company's total issued Ordinary Shares prior to Tender Offer | Number of Ordinary Shares validly tendered | Number of Ordinary Shares held immediately following the Tender Offer | % of Company's total issued Ordinary Shares immediately following the Tender Offer |
Mike Morris(1) | NED | 21.82% | 8,395,008 | 1,679,002 | 18.58% |
Charles Sweeney | CEO | 0.31% | 101,365 | 39,541 | 0.44% |
Dawn Hillman(2) | CFO | 0.22% | 70,329 | 32,020 | 0.35% |
Richard Kilner | Chairman | 0.12% | 44,285 | 8,857 | 0.10% |
Alex Wiseman(3) | NED | 0.11% | 44,167 | 8,833 | 0.10% |
Rob Kendal | Managing Director Tamdown | 0.10% | 37,916 | 7,684 | 0.09% |
Ffion Griffith | NED | 0.01% | 4,266 | 853 | 0.01% |
1) Mike Morris' holding includes Ordinary Shares held by his spouse
2) Dawn Hillman's holding includes Ordinary Shares held by her spouse
3) Alex Wiseman's holding includes Ordinary Shares held by his spouse
Total voting rights
Following the implementation of the Tender Offer and the cancellation of the tendered 37,147,878 Ordinary Shares, expected to occur on 24 March 2023, the total number of Ordinary Shares in issue in the Company will be 9,034,307. Nexus does not hold any shares in treasury, and, therefore, the total number of voting shares in Nexus in issue will be 9,034,307 from 24 March 2023. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular. References in this announcement to the cancellation of tendered Ordinary Shares, or to the issued Ordinary Shares following the Tender Offer, are on the assumption that Numis exercises its put option (or the Company exercises its call option) in each case pursuant to the Option Agreement.
Enquiries:
Nexus Infrastructure plc Charles Sweeney, Chief Executive Officer Dawn Hillman, Chief Financial Officer
| Tel: 01376 559550 |
Numis Securities Limited Nominated Adviser & Broker Oliver Hardy (Nomad) Heraclis Economides
| Tel: 0207 260 1200 |
Financial Public Relations Camarco Ginny Pulbrook Rosie Driscoll | Tel: 0203 757 4992 |
In accordance with DTR 3.1 and Article 19 of The Market Abuse Regulation, the Company was notified on 22 March 2023 that the Directors and Persons Discharging Management Responsibilities ("PDMR") listed below sold Ordinary Shares in the Company in London at a sales price of £1.63 per Ordinary Share.
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Mike Morris | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | NED | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Charles Sweeney | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | CEO | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Dawn Hillman | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | CFO | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Richard Kilner | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | Chairman | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
| ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Alex Wiseman | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | NED | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Rob Kendal | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | Managing Director Tamdown | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
1) | Details of the person discharging managerial responsibility | |||||||
a) | Name | Ffion Griffith | ||||||
2 | Reason for the notification | |||||||
a) | Position/status | NED | ||||||
b) | Initial notification /Amendment | Initial notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Nexus Infrastructure plc | ||||||
b) | LEI | 213800PUGVLUONLG9Y20 | ||||||
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 Identification code | Ordinary shares of £1.63 each. ISIN GB00BZ77SW60 | ||||||
b) | Nature of the transaction | Sale of ordinary shares pursuant to Tender Offer | ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information - Aggregated volume - Price | Not applicable. | ||||||
e) | Date of the transaction | 22 March 2023 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||||
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