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Result of Tender Offer

31 Aug 2010 07:00

RNS Number : 8084R
Share PLC
31 August 2010
 



Share plc - Press Release

 

Results of the Tender Offer, Share Repurchase and Commission Free Dealing Programme

 

Share plc (AIM: SHRE.LN) announces the results of its Tender Offer, Share Repurchase and Commission Free Dealing Programme approved by shareholders at a General Meeting on 25 June 2010.

 

The Tender Offer and Share Repurchase provided Qualifying Shareholders with an opportunity to tender up to 16% of their holding of Ordinary Shares for cash, with those holdings being repurchased by Share plc at the Repurchase Price. The Repurchase Price is set at a price per Share plc Ordinary Share equal to a 15% discount, rounded down to one decimal place, to the average closing mid-price for Ordinary Shares on AIM for the five trading days ending on 27 August 2010. The Commission Free Dealing Programme enabled shareholders holding 35,000 shares or less to sell all or part of their Ordinary Shares, or to purchase further Ordinary Shares, at a price per Ordinary Share equal to the average closing mid-price for Ordinary Shares on AIM for the five trading days ending on 27 August 2010.

 

The average closing mid-price for the five trading days to 27 August was 26.5 pence per Ordinary Share. This is the price used for the Commission Free Dealing Programme. The Repurchase Price used for the Tender Offer and Share Repurchase was set at 22.5 pence per Ordinary Share.

 

Results of the Tender Offer and Share Repurchase

 

Tender offers were received in respect of 17,055,059 Ordinary Shares. These Ordinary Shares have been purchased by Share plc and will now be cancelled. As a result, the number of Ordinary Shares in issue is expected to fall from 160,707,393 to 143,652,334.

 

The cost of the Share Repurchase at 22.5 pence per Ordinary Share was £3,837,388. This will have the effect of reducing the Group's cash balances by this value.

 

Members of the Oldham Family, including the Group's founder and Chief Executive, Gavin Oldham, sold a total of 15,750,000 Ordinary Shares which amounts to 12.6% of their combined holdings. The Oldham Family now own a total of 109,302,868 Ordinary Shares which will represent 76.1% of the total Ordinary Shares in issue following the cancellation of the Ordinary Shares repurchased by Share plc.

 

Results of the Commission Free Dealing Programme

 

A total of 1,590,654 Ordinary Shares were offered by shareholders for sale. This was significantly exceeded by demand for Ordinary Shares which totalled £878,206 representing 3,313,985 Ordinary Shares.

 

As a consequence of this excess demand, purchase orders have been scaled back to 48% of the amount requested. In informing shareholders of the scale back of their purchase orders, we will highlight the ability of shareholders to potentially fill that excess demand via Sharemark, the Group's auction-based trading platform, by way of limit order through The Share Centre. The Share Centre, in recognising the excess demand, is pleased to announce that it will offer commission free dealing in Share plc shares until 31 December 2010.

 

Sharesecure Limited, the Group's trustee for both the Group's and third party corporate employee benefit schemes, purchases Share plc shares in the secondary market on a regular basis for the purposes of meeting commitments under Share plc's share incentive plan and employee share option schemes. Sharesecure had undertaken to buy a certain amount of Ordinary Shares from shareholders where Ordinary Shares offered for sale exceeded shareholders' purchase demand. Given the excess purchase demand, Sharesecure has not had to buy any Ordinary Shares other than in the purchase of 463 Ordinary Shares as a result of roundings arising from the scaling back of purchase orders. Sharesecure intends therefore, for the foreseeable future, to continue to purchase Ordinary Shares in the market for the purposes of meeting its ongoing employee benefit commitments.

 

There were a total of 53,972 shares donated to Sharegift by shareholders.

 

Sir Martin Jacomb, Chairman, commented on the results:

 

"We are delighted with the level of interest shown in our shares by our shareholders wishing to purchase more equity in Share plc.

 

The Tender Offer and Share Repurchase were intended to deliver a more efficient balance sheet and enable larger shareholders (including the Oldham family) to realise part of their investment in Share plc. The £3.8 million of cash used to satisfy the repurchase of shares will assist in moving towards a more appropriate capital structure and enhancing the returns on equity, while also facilitating some liquidity for those with larger shareholdings at a price below the market price. The Commission Free Dealing Programme was intended to provide a means for smaller shareholders of selling all shares free of charges or any price discount. It has succeeded in doing this with 10,666 shareholders selling their shares. However, this was matched by 2.1 times by the significant purchase demand. To the extent that the balance of this unsatisfied purchase demand becomes future orders in the market, this may provide further liquidity.

 

When Share plc shares were admitted to AIM we undertook an open offer to raise just over £1m which was nearly four times oversubscribed. The excess demand from our shareholders which has developed through this process yet again illustrates the confidence our shareholders - the great majority of whom are customers - have in our business, their engagement with that business and their desire to participate further in its capital structure. We are extremely appreciative of that support."

 

 

 

Gavin Oldham - Chief Executive 01296 439 100 / 07767 337 696

Richard Stone - Finance Director 01296 439 270 / 07919 220 599

 

Guy Wiehahn - KBC 0207 418 8900

Peel Hunt Nominated advisor and broker

 

Inez de Koning - Lansons Communications 0207 294 3623

 

Risk Warning:

 

This document is not intended to constitute an offer or agreement to buy or sell investments and does not constitute a personal recommendation. The investments and services referred to in this document may not be suitable for every investor and if in doubt independent financial advice should be sought. No liability is accepted whatsoever for any loss howsoever arising from any information in this document subject to the rules of the Financial Services Authority or the Financial Services and Markets Act 2000. Share prices, values and income can go down as well as up and investors may get back less than their initial investment. Sharemark is an auction-based dealing facility designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. The securities traded on Sharemark may not be listed. The Sharemark trading facility is operated by The Share Centre Limited. The Share Centre is a member of the London Stock Exchange and is authorised and regulated by the Financial Services Authority under reference 146768. Sharefunds is a member of the Investment Management Association and is authorised and regulated by the Financial Services Authority under reference 227807. Sharemark is a Multilateral Trading Facility and is not a recognised investment exchange, clearing house or regulated market within the meaning of the Markets in Financial Instruments Directive.

 

Notes for Editors:

1. Share plc is the parent holding company of The Share Centre Ltd and Sharefunds Limited and its shares are traded on Sharemark (www.sharemark.com), the auction-based trading platform designed especially for growing companies, as well as on AIM and PLUS Markets.

2. The Share Centre (www.share.com) was formed in 1990 and provides a range of account-based services to enable investors to share in the wealth of the stock market. It believes in more people enjoying straightforward investing, and this is reflected in its tariff, with dealing commission of 1% with a minimum of just £7.50 and a quarterly administration charge of £2.50 plus VAT. There's also a 'Trader' option which fixes the dealing commission at a flat £7.50 for deals up to £25,000. The charge for this option is £20 plus VAT per quarter.

3. Sharefunds (www.sharefunds.com) was established in 2003 to provide an in-house fund management solution for the Share plc Group, which has since expanded into the provision of third party fund administration solutions.

4. For more details on the Share plc Group contact 0800 800 008, or visit www.shareplc.com.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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