Last checked at 12 Jun 2019 17:17
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Volvere plc
("Volvere" or the "Company")
Result of Tender Offer, Directors' Interests and Total Voting Rights
The Company today announces the results of the Tender Offer set out in the Circular published by the Company on 29 May 2019 (the "Circular"). The Tender Offer closed at 1.00 p.m. on 11 June 2019.
Result of Tender Offer
Under the Tender Offer, 1,213,608 Ordinary Shares were validly tendered under the Tender Offer (being 38.92 per cent. of the Company's Ordinary Shares in issue as at 11 June 2019 (excluding treasury shares)) and, as a result, the Tender Offer was not fully subscribed. The Basic Entitlement of all Shareholders who have validly tendered their Shares will be accepted in full and excess tenders will also be satisfied in full, meaning 100 per cent. of the excess Ordinary Shares validly tendered will be purchased. The total value of all Ordinary Shares purchased is £15.7 million.
It is anticipated that the proceeds payable under the Tender Offer to Shareholders who hold their Ordinary Shares in certificated form will be despatched on 19 June 2019 in the form of a cheque. Those shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited by 19 June 2019.
As set out in the Circular, the Ordinary Shares will be purchased by Hobart pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from Hobart under the terms of the Repurchase Agreement and transfer them into treasury.
Directors' Dealings and Related Party Transactions
As previously indicated, Jonathan Lander, CEO, and Nicholas Lander, COO, participated in the Tender, selling in aggregate 569,930 Ordinary Shares at a price of 1290 pence per Ordinary Share, as detailed below:
Director | Shareholding prior to Tender | % of TVR prior to Tender | Shares sold in Tender | Shareholding following Tender | % of TVR following Tender |
Jonathan Lander | 603,896 | 19.37 | 371,146 | 232,750 | 12.22 |
Nicholas Lander | 323,444 | 10.37 | 198,784 | 124,660 | 6.55 |
Total | 927,340 | 29.74 | 569,930 | 357,410 | 18.77 |
David Buchler, the sole independent director, considers, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, that the terms of the participation of each of Jonathan Lander and Nicholas Lander in the Tender are fair and reasonable insofar as the Company's Shareholders are concerned.
Total Voting Rights
Following completion of the Tender Offer, the Company will have 6,207,074 Ordinary Shares in issue and admitted to trading on AIM and will hold 4,302,573 Ordinary Shares in treasury. The number of shares in issue (excluding treasury shares), and the figure to be used as the denominator for calculations of interests in the Company's voting rights, is 1,904,501.
Terms used in this announcement and not otherwise defined herein have the same meanings given in the circular containing the formal terms and conditions of the Tender Offer sent to Shareholders on 29 May 2019.
This announcement is inside information for the purposes of Article 7 of EU Regulation 596/2014.
Capitalised terms used in this announcement have the same meanings given to them in the Circular.
For further information contact:
Volvere plc |
|
Jonathan Lander, CEO | Tel: + 44 (0) 20 7634 9707 |
| www.volvere.co.uk
|
Cairn Financial Advisers LLP Sandy Jamieson/James Lewis |
Tel: + 44 (0) 20 7213 0880
|
Hobart Capital Markets LLP Lee Richardson |
Tel: + 44 (0) 20 7070 5691 |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Jonathan Lander | |||
2
| Reason for the notification
| ||||
a)
| Position/status
| CEO | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Volvere plc | |||
b)
| LEI
| 213800GWXPMU8DUJ9G34 | |||
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 of 0.00001 pence each | |||
|
| ||||
Identification code | GB0032302688 | ||||
|
| ||||
b)
| Nature of the transaction | Sale of Ordinary Shares via Tender Offer | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 1290 pence | 371,146 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume | N/A | ||||
|
| ||||
- Price |
| ||||
|
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e)
| Date of the transaction
| 11 June 2019 | |||
f)
| Place of the transaction
| London Stock Exchange (XLON) | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Nicholas Lander | |||
2
| Reason for the notification
| ||||
a)
| Position/status | COO | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name | Volvere plc | |||
b)
| LEI | 213800GWXPMU8DUJ9G34 | |||
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 of 0.00001 pence each | |||
|
| ||||
Identification code | GB0032302688 | ||||
|
| ||||
b)
| Nature of the transaction
| Sale of Ordinary Shares via Tender Offer | |||
c)
| Price(s) and volume(s) |
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
| 1290 pence | 198,784 |
| |
|
|
|
|
| |
d)
| Aggregated information |
| |||
|
| ||||
- Aggregated volume | N/A | ||||
|
| ||||
- Price |
| ||||
|
| ||||
e)
| Date of the transaction | 11 June 2019 | |||
f)
| Place of the transaction | London Stock Exchange (XLON) | |||