Zytronic Regulatory News (ZYT)

17 February 2022

Zytronic plc

("Zytronic" or the "Company")

Share Buyback

Zytronic, a leading specialist manufacturer of touch sensors, is pleased to announce that it intends to conduct on-market purchases under a share buyback programme to repurchase up to 1,712,872 ordinary shares of 1p each in the capital of the Company (the "Ordinary Shares"), representing up to approximately 15.0 per cent of the Company's current issued share capital, pursuant to the authorities obtained at the Company's last annual general meeting ("AGM"), and at the general meeting to authorise the Company's tender offer, both held on 25 February 2021 (the "Buyback").

The purpose of the Buyback is to return cash to shareholders and to reduce the share capital of the Company. The Buyback will be funded from the Company's existing surplus cash resources and all Ordinary Shares purchased will be cancelled. Any purchases made following the Company's next AGM being held on 3 March 2022 will be conditional upon shareholder approval of the Company's general buyback authority being obtained at that meeting and subject to the limit of 1,141,915 Ordinary Shares, or approximately 10.0 per cent of the Company's issued share capital at the time of issue of notice of the 2022 AGM. The Company intends to operate the Buyback from the date of this announcement until the earlier of the 2023 Annual General Meeting or 31 March 2023.

The Company has appointed Singer Capital Markets Securities Limited ("Singer Capital Markets") to execute and manage the Buyback and has given an irrevocable instruction to Singer Capital Markets to make market purchases of Ordinary Shares on its behalf, independently to the Company. Singer Capital Markets will make its trading decisions in relation to the Ordinary Shares independently of the Company.

The maximum price which may be paid by the Company per Ordinary Share shall not be more than the higher of 5 per cent above the average middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date of repurchase.

The Company has determined that it will not rely on the safe harbour conditions for trading set out in Article 3(2) and Article 3(3) of the Commission Delegated Regulation (EU) 2016/1052 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) given the limited liquidity in the Ordinary Shares and limitations that the conditions would impose on the number of Ordinary Shares that can be purchased and, as such, the Company may (a) purchase Ordinary Shares at a price higher than the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share, and (b) purchase on any trading day materially in excess of 25 per cent of the average daily volume in the 20 trading days preceding the date on which the purchase is carried out.

There is no guarantee that the Buyback programme will be implemented in full or that any purchases will be made. 

As at the time of this announcement, the Company's total issued share capital consists of 11,419,152 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in treasury, therefore, the total number of Ordinary shares carrying voting rights is 11,419,152.

The above figure of 11,419,152 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 under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).