OOUT.L Regulatory News (OOUT)

24 October 2019

Ocean Outdoor Limited

Discretionary share buy-back programme

Ocean Outdoor Limited (the "Company") today announces that it has entered into an arrangement with Barclays Bank PLC, acting through its investment bank ("Barclays") to commence a discretionary share buyback programme to purchase up to an aggregate amount of US$22,000,000 of the Company's ordinary shares of no par value.

This buyback programme follows on from the buyback programme undertaken by Barclays on behalf of the Company between 21 March 2019 and 30 September 2019, under the terms of which a total of 396,730 ordinary shares were purchased by Barclays for an aggregate consideration of US$3,000,000, all of which ordinary shares are currently held in treasury by the Company.

The arrangement announced today allows Barclays to purchase up to 4,603,270 ordinary shares in the Company during open periods of the Company arising between the date hereof and 16 September 2020. 

Given the extremely low trading volume in the Company's shares in recent months, it is likely that some or all share purchases effected by the Company under this arrangement on any single trading day would not be in compliance with the daily volume limitation of 25% of the average daily trading volume in the Company's shares, as set out in Article 3(3) of Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of 16 April 2014 (as amended) ("MAR") (the MAR safe-harbour). Purchases by the Company could, therefore, amount to a significant percentage higher than 25% or represent all or an amount in excess of, the aggregate daily trading volume in the Company's shares on the London Stock Exchange on that day. Share purchases may also be effected either on-exchange or off-exchange.

Any share purchases effected by the Company under this arrangement will be subject to the terms of the arrangement with Barclays and in any case will be effected in a manner consistent with both the general authority vested in the Company to repurchase ordinary shares and the price limits of MAR which requires that the maximum price paid be limited to not higher than the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The aggregate purchase price of all shares to be purchased under this arrangement will not exceed US$22,000,000.

The sole purpose of this share repurchase arrangement is to reduce the Company's share capital.

Any ordinary shares purchased by the Company under this arrangement will be held in treasury or cancelled by the Company in the Company's discretion. Transaction reporting of the shares purchased under this arrangement will be disclosed by the Company in accordance with the requirements of MAR.

Further information can be found on the Company's website: www.oceanoutdoor.com