Goodwin PLC Result of Tender Offer, TVR & Directors' interests (0927B)
May 31 2023 - 1:00AM
UK Regulatory
TIDMGDWN
RNS Number : 0927B
Goodwin PLC
31 May 2023
31 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION.
Goodwin PLC
("Goodwin" or the "Company")
Result of Tender Offer
Total Voting Rights
and
Directors' interests
Goodwin (LSE: GDWN) is pleased to announce the result of its
Tender Offer, details of which were set out in the circular
published by the Company on 5 May 2023 (the "Circular").
The maximum aggregate number of Ordinary Shares that could be
purchased pursuant to the Tender Offer was 180,000 Ordinary Shares
at the Tender Price of GBP48.00 per Ordinary Share, for an
aggregate maximum consideration of approximately GBP8.64 million.
The Tender Offer closed at 1.00 p.m. on 30 May 2023. Valid tenders
were received in respect of 411,371 Ordinary Shares, equal to 229
per cent. of the total number of Ordinary Shares subject to the
Tender Offer.
As the Tender Offer was oversubscribed, not all of the Ordinary
Shares that have been validly tendered have been accepted and
purchased. The Guaranteed Entitlement therefore applies to each
Qualifying Shareholder. Tenders have been accepted on the basis set
out in paragraphs 2.15.1 and 2.15.2 of Part IV of the Circular as
follows:
-- all Ordinary Shares validly tendered up to the Guaranteed
Entitlement, for each relevant holding of Ordinary Shares, will be
accepted and purchased in full; and
-- all Ordinary Shares validly tendered in excess of the
Guaranteed Entitlement, for each relevant holding of Ordinary
Shares, will be scaled down pro rata to the total number of such
Ordinary Shares tendered in excess of the Guaranteed Entitlement,
such that the total cost of Ordinary Shares to be purchased
pursuant to the Tender Offer does not exceed GBP8.64 million.
Of the total number of Ordinary Shares validly tendered and
purchased by the Company, all 180,000 Ordinary Shares will be
cancelled, with effect from on or around 7 June 2023.
It is expected that CREST accounts will be credited on or around
7 June 2023 for revised uncertificated holdings of Ordinary Shares
and Tender Offer proceeds. For Ordinary Shares held in certificated
form, it is expected that cheques in respect of Tender Offer
proceeds and balancing share certificates will be despatched on or
around 7 June 2023.
Total Voting Rights
Following the closing of the Tender Offer and the cancellation
of 180,000 Ordinary Shares referred to above, the Company will have
7,509,600 Ordinary Shares in issue with no Ordinary Shares held in
treasury. Therefore, the total number of voting rights in the
Company will be 7,509,600 which may be used by Shareholders as the
denominator in the calculations by which they may determine if they
are required to notify their interest, or a change to their
interest, in the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Directors' interests
Following the closing of the Tender Offer, the interests of each
Director, all of which are beneficial, of the Company's total
voting rights are as follows:
Name Number of Ordinary % of Company's
Shares held pre total voting rights
and post completion immediately following
of the Tender Offer(1) the Tender Offer
Timothy Goodwin 118,926 1.58%
Matthew Goodwin 69,054 0.92%
Simon Goodwin 78,786 1.05%
Bernard Goodwin 54,536 0.73%
Nigel Brown 445 0.01%
Total 316,456 4.21%
(1) Including spouses and children under the age of 18
Capitalised terms used in this announcement (unless otherwise
defined) have the meanings set out in the Circular.
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the UK version
of the EU Market Abuse Regulation (2014/596) which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time.
The person responsible for arranging the release of this
announcement on behalf of the Company is Timothy Goodwin,
Chairman.
T. GOODWIN
Chairman
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END
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