MXC Capital Limited Tender Offer (4292O)
October 02 2019 - 1:00AM
UK Regulatory
TIDMMXCP
RNS Number : 4292O
MXC Capital Limited
02 October 2019
2 October 2019
MXC Capital Limited
("MXC" or the "Company", together with its subsidiaries, the
"Group")
Proposed Tender Offer and return of capital to shareholders
Proposed B Share Consolidation and Proposed Amendment to the
Articles
Notice of General Meeting and posting of Circular
In our interim results published in May this year we stated our
intention to re-establish a policy of returning cash to our
shareholders based on historic growth in capital and a return to a
profitable trading position, consistent with which we are pleased
to announce the Tender Offer. In that regard we would also refer
Shareholders to the recent trading update the Company announced on
9 September 2019 in relation to its financial performance and
position in the year to 31 August 2019.
Alongside the Tender Offer, it is proposed that the B Shares of
the Company be reorganised such that every 50 B Shares be
consolidated into 1 new B share of no par value, consistent with
the consolidation of the Ordinary Shares that became effective on
15 February 2019. All B Shares in issue are held by MXC Holdings, a
wholly-owned subsidiary of the Company. The B Share Consolidation
will necessitate a change in the Articles to update the strike
price of the options related to the B Shares. The new B Shares
arising upon implementation of the B Share Consolidation will have
the same rights as the existing B Shares, including as to voting,
dividends, return of capital and other rights.
The Tender Offer
The Company today announces the proposed purchase of 1 in every
46 Ordinary Shares in the Company at a fixed price 116 pence (a 13%
premium to the closing middle market price at 1 October 2019) per
share by way of a Tender Offer from Qualifying Shareholders in
accordance with terms and conditions set out in Part III of the
Circular.
The Tender Offer price of 116 pence per share is equal to the
NAV per share as at 31 August 2019.
The Tender Offer will present Qualifying Shareholders with an
opportunity to sell more than their Tender Offer Entitlement (up to
their entire holding of Ordinary Shares) to the extent that other
shareholders tender less than their Tender Offer Entitlement. In
such case, surplus tenders will be accepted in proportion to the
number of additional Ordinary Shares tendered so that the total
number of Ordinary Shares purchased does not exceed 1,460,942
(assuming no exercise of Options and no issue of new Ordinary
Shares eligible for tender), representing approximately 2.17% of
the Company's issued share capital.
If the maximum number of 1,460,942 Ordinary Shares (assuming no
exercise of Options and no issue of new Ordinary Shares eligible
for tender) is purchased, this will result in an amount of
approximately GBP1.7 million being paid by the Company to its
shareholders. It is intended that the Ordinary Shares purchased
under the Tender Offer will be cancelled and not available for
re-issue.
The Tender Offer is open to Qualifying Shareholders, being all
holders of Ordinary Shares on the Company's share register at the
Record Date, who may participate by tendering all or a proportion
of their holding of Ordinary Shares.
The implementation of the Tender Offer, along with the B Share
Consolidation and Amendment to the Articles, requires the approval
of shareholders. A Notice of General Meeting together with the
required resolutions accompanies the Circular (including the
expected timetable for the Tender Offer) which is being posted to
shareholders later today, all of which will also be available on
the Company's website www.mxccapital.com.
Capitalised terms used in this announcement shall have the
meanings given in the Circular referred to above.
The General Meeting will be held at the offices of Carey Group,
1st and 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter
Port, Guernsey GY1 1EW at 9.00 a.m. on 17 October 2019. The
Resolution to approve the purchase of Ordinary Shares pursuant to
the Tender Offer at a fixed price of 116 pence per Ordinary Share,
the B Share Consolidation Resolution and the Amendment to the
Articles Resolution will all be proposed at the General
Meeting.
Expected Timetable of Events
Event 2019
Announcement of the Tender Offer 2 October
Tender Offer opens 2 October
Latest time and date for receipt of forms 9.00 a.m. on 15
of proxy for the General Meeting October
Latest time and date for receipt of Tender 1.00 p.m. on 15
Forms and TTE instructions from CREST Shareholders October
Record Date for the Tender Offer 6.00 p.m. on 15
October
General Meeting 9.00 a.m. on 17
October
Outcome of Tender Offer announced by 8.00 a.m. 18
October
Cheques dispatched for certificated Ordinary by 25 October
Shares purchased pursuant to the by Tender
Offer and payment through CREST for uncertificated
Ordinary Shares purchased pursuant to the
Tender Offer
CREST accounts credited for revised holdings by 25 October
of Ordinary Shares
Dispatch of balance share certificates for by 25 October
unsold Ordinary Shares
Enquiries:
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
MXC Capital Limited
Ian Smith
+44(0)20 7965 8149
Zeus Capital Limited (Nominated adviser and broker)
Nick Cowles, Dan Bate
+44 (0)20 3829 5000
About MXC Capital (www.mxccapital.com)
MXC is a specialist technology adviser and investor with a track
record of investing in and advising companies in the TMT sector.
MXC brings together a deep knowledge of technology, first-hand
experience of managing companies in the sector, an ability to make
meaningful investments and a highly experienced corporate advisory
team in support, all of which combine to grow shareholder
value.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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