TIDMVLE
RNS Number : 5114A
Volvere PLC
29 May 2019
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")
Tender Offer
Volvere is pleased to announce the return of up to GBP16.6
million in cash to Shareholders by way of a tender offer for
Ordinary Shares (the "Tender Offer"). The Tender Offer will be
effected by using the Company's existing authority to repurchase
Ordinary Shares granted to the Company by its Shareholders by way
of special resolution passed at the annual general meeting of the
Company on 25 June 2018, and is therefore not subject to
Shareholder approval.
The Company is posting a circular to Shareholders (the
"Circular") today setting out the terms of the Tender Offer being
made by Hobart Capital Markets LLP ("Hobart") to purchase up to
1,283,927 Ordinary Shares, representing 41.18 per cent. of the
Company's issued Ordinary Shares (excluding treasury shares) as at
24 May 2019, at a fixed price of 1290 pence per Ordinary Share, in
accordance with the terms and conditions of the Tender Offer set
out in Part 3 of the Circular. The Tender Offer is expected to
close at 1.00 p.m. on 11 June 2019.
The Tender Offer is being made available to all Eligible
Shareholders (being Shareholders who are on the Register at 6.00
p.m. on 11 June 2019). Eligible Shareholders can decide whether
they wish to tender any or all of their Ordinary Shares in the
Tender Offer but the acceptance of tenders may be scaled back
depending on the take-up of the Tender Offer (see the Circular for
further details).
The Tender Offer is being made by Hobart, as principal, on the
basis that all Ordinary Shares that it buys under the Tender Offer
will be purchased subsequently from it by the Company under its
existing buy-back authority.
The Tender Offer is not being made, directly or indirectly, in
or into a Restricted Territory.
The Circular will be available from the Company's website at
www.volvere.co.uk.
Capitalised terms used in this announcement shall have the
meanings given to them in the Circular referred to above.
References to time in this announcement are to UK time unless
otherwise stated.
The Chairman's Letter in respect of the Tender Offer, as
contained in the Circular, is set out below. References in that
letter to "this document" are references to the Circular.
This announcement is inside information for the purposes of
Article 7 of EU Regulation 596/2014.
Chairman's Letter
1. Introduction and summary
On 29 May 2019, the Company announced a proposal to return up to
GBP16.6 million in cash to Shareholders by way of a Tender Offer
for Ordinary Shares. This letter sets out the background to and
reasons for this proposal and full details of the Tender Offer.
The Tender Offer is being made to all Eligible Shareholders who
are on the Register at 6.00 p.m. on 11 June 2019, with the
exception of holders in certain overseas jurisdictions. Eligible
Shareholders can decide whether they want to tender up to their
Basic Entitlement at a price of 1290 pence per Ordinary Share, a
premium of 12.2 per cent. to the closing mid-market price of 1150
pence per Ordinary Share on 24 May 2019, being the last practicable
date prior to the publication of this document. Eligible
Shareholders may also be able to participate in excess of their
Basic Entitlement, potentially up to their maximum shareholding in
the Company, depending on the number of Ordinary Shares tendered by
other Eligible Shareholders. Eligible Shareholders are not obliged
to tender any or all of their Ordinary Shares if they do not wish
to do so. The maximum number of Ordinary Shares capable of being
purchased under the Tender Offer is 1,283,927 Ordinary Shares.
The Tender Offer is being made by Hobart, broker to the Company,
as principal on the basis that all Ordinary Shares that it buys
under the Tender Offer will be subsequently repurchased from it by
the Company pursuant to the terms of the Repurchase Agreement and
under the Company's Existing Authority. Any Ordinary Shares
purchased by Hobart under the Tender Offer and subsequently
repurchased by the Company will be held in treasury.
Shareholders should note that Jonathan Lander and Nick Lander,
being directors of the Company who hold Ordinary Shares, intend to
tender some of their Ordinary Shares in the Tender Offer. David
Buchler, Chairman of the Company, does not intend to tender any of
his Ordinary Shares in the Tender Offer.
The Board is making no recommendation to Eligible Shareholders
in relation to their participation in the Tender Offer.
2. Background to and reasons for the Tender Offer
The Company is a holding company which invests in distressed or
under-performing companies. In October 2018, the Company disposed
of one of its investee companies, Impetus Automotive Limited,
generating total proceeds of approximately GBP31 million, of which
Volvere's share was approximately GBP23.1 million. On 23 May 2019,
the Company disposed of its wholly owned subsidiary, Sira Defence
and Security Limited ("Sira"), generating gross proceeds of
approximately GBP3.0 million, and netting Volvere approximately
GBP2.55 million The Group currently has approximately GBP36.2
million of cash but believes that the appropriate level of cash
available for investment on an ongoing basis should be around GBP20
million and accordingly, the Group has funds surplus to its current
operational requirements.
The Company has 3,118,109 shares in issue (excluding treasury
shares) and the closing share price on 24 May 2019, being the last
practicable date prior to the publication of this document, was
1150 pence. The Company's market capitalisation is currently
approximately GBP35.9 million, a discount to the Group's net asset
value of GBP40.4 million as at 31 December 2018, plus the GBP2.55
million net proceeds from the sale of Sira.
If the maximum number of Ordinary Shares under the Tender Offer
is acquired, this will result in an amount of approximately GBP16.6
million being paid by the Company to Eligible Shareholders, which
will leave the Company with approximately GBP19.6 million in cash
reserves to enable it to continue to pursue its investing
policy.
3. Benefits of the Tender Offer
The Board considers that the Tender Offer provides an
opportunity for Eligible Shareholders to tender all, some or none
of their Ordinary Shares depending on their own liquidity
requirements and their view of the prospects of the Company going
forward at a time when there is limited liquidity in the stock
which is traded on the AIM market.
The Board has concluded, following consultation with the
Company's advisers, that a return of up to GBP16.6 million of
capital is in the interests of the Group and its Shareholders as it
provides Eligible Shareholders with an opportunity to sell part of
their respective shareholdings and to receive their respective
share of the capital which the Company is seeking to return up to
the amount of their respective Basic Entitlements. Eligible
Shareholders may also be able to participate in excess of their
Basic Entitlements, potentially up to their entire shareholding in
the Company, to the extent that other Eligible Shareholders do not
wish to participate in the Tender Offer in respect of their
respective Basic Entitlements.
4. The Tender Offer
The Tender Offer is being made by Hobart to all Eligible
Shareholders (other than certain Overseas Shareholders). Full
details of the Tender Offer, including the terms and conditions on
which it is being made, are set out in Part 3 of this document and,
in relation to Eligible Shareholders holding Ordinary Shares in a
certificated form, on the Tender Form to be sent to Eligible
Shareholders who hold their Ordinary Shares in certificated
form.
The Tender Offer involves the following:
-- The Tender Offer is being made to Eligible Shareholders
(other than certain Overseas Shareholders) by Hobart for the
purchase of the Tender Offer Shares.
-- Under the Tender Offer, Eligible Shareholders are entitled to
have accepted in the Tender Offer valid tenders to Hobart in
respect of their Basic Entitlements.
-- In addition, Eligible Shareholders may tender Ordinary Shares
in excess of their Basic Entitlements. Such excess applications
will be satisfied to the extent that:
o other Eligible Shareholders do not tender to the full amount
of their Basic Entitlements; and
o there are Overseas Shareholders in Restricted Jurisdictions
who cannot participate in the Tender Offer.
To the extent that there is insufficient headroom to satisfy all
excess applications, the excess applications will be scaled back at
the discretion of the Board pro rata to tendering Eligible
Shareholders' holdings of Ordinary Shares. It is likely, although
there can be no guarantee, that the Board will exercise its
discretion not to scale back applications tendering small
shareholdings of 1,000 Ordinary Shares or less. In the event of
scaling back, tenders will be rounded down to the nearest whole
number of shares. The number of Ordinary Shares to be purchased in
the Tender Offer will not, in any event, exceed the Tender Offer
Shares.
-- The Tender Offer is being made at a premium of 12.2 per cent.
to the closing mid-market price of 1150 pence per Tender Offer
Share on 24 May 2019, being the last practicable date prior to the
publication of this document.
-- Eligible Shareholders (other than certain Overseas
Shareholders) will be able to decide to tender none, some or all of
their Ordinary Shares.
-- The Tender Offer is subject to the Conditions set out in Part
3 of this Agreement being fulfilled. Following completion of the
Tender Offer, the Company's issued share capital would be reduced
to 1,834,182 Ordinary Shares (excluding treasury shares), assuming
the Tender Offer is taken up in full.
-- All successfully tendered Ordinary Shares purchased by Hobart
will be repurchased from Hobart by the Company pursuant to the
terms of the Repurchase Agreement, and will be held in
treasury.
-- There is no guarantee that the Tender Offer will take place.
The Tender Offer will not proceed if any of the conditions
specified in paragraph 2 of Part 3 of this document are not
satisfied or if it is withdrawn by the Company at any point prior
to the announcement of the results of the Tender Offer. The
nonfulfillment of the specified conditions would mean that the
Tender Offer could not be implemented and that the Company would
have to bear the abortive costs of making the Tender Offer.
-- There is no obligation on Eligible Shareholders to participate in the Tender Offer.
-- Any rights of Eligible Shareholders who choose not to tender
their Ordinary Shares will be unaffected, however, the reduction in
the Company's issued share capital (excluding treasury shares) may
result in a reduction in the liquidity of the Ordinary Shares on
the secondary market.
The issued share capital of the Company at the latest
practicable date prior to the date of this document was 3,118,109
Ordinary Shares, excluding the 3,088,965 Ordinary Shares currently
held in treasury. If the Tender Offer is implemented in full, this
will result in the purchase of up to 1,283,927 Ordinary Shares
(approximately 41.18 per cent. of the Existing Ordinary Shares),
which will be held in treasury. The issued Ordinary Share capital
of the Company (excluding treasury shares) will then be 1,834,182,
and the Ordinary Shares held in treasury will be 4,372,892.
The Tender Offer will be financed solely from the Company's
existing cash resources.
5. Directors' intentions regarding the Tender Offer
Jonathan Lander and Nick Lander, being Directors of the Company
who hold Ordinary Shares, intend to tender some of their Ordinary
Shares in the Tender Offer, which constitutes a related party
transaction under the AIM Rules. David Buchler, Chairman of the
Company, does not intend to tender any of his Ordinary Shares in
the Tender Offer.
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 Jonathan
Lander and Nick Lander in the Tender Offer are fair and reasonable
insofar as the Company's Shareholders are concerned.
6. Maximising the Effect of the Tender Offer
If the Tender Offer is not accepted in full, the Board, having
given Eligible Shareholders the opportunity to participate in the
Tender Offer, reserves the right in its absolute discretion to
purchase in the market, up to such number of Ordinary Shares as is
equal to the difference between the number of Ordinary Shares
successfully tendered in the Tender Offer and 1,283,927 Ordinary
Shares (being the maximum number of Tender Offer Shares).
7. Existing Authority
By a resolution passed at the Company's annual general meeting
on 25 June 2018, the Company was authorised to make one or more
market purchases of Ordinary Shares subject to certain limitations
including that the maximum aggregate number of Ordinary Shares
authorised to be purchased was 1,834,181 and the maximum price
(exclusive of expenses) payable for any Ordinary Share should
(unless the Company makes market purchases of its own Ordinary
Shares by way of a tender or partial offer made to all holders of
Ordinary Shares on the same terms), not be more than 20 per cent.
above the average of the closing offer prices for Ordinary Shares
as derived from the AIM Appendix to the London Stock Exchange
Official List for the five business days immediately preceding the
date on which the Ordinary Share was purchased.
On 30 October 2018, the Company completed the buy-back of
550,254 Ordinary Shares pursuant to that Existing Authority.
Accordingly, there is headroom within the Existing Authority for
the Company to buy-back the 1,283,927 Tender Offer Shares on market
if the Tender Offer is accepted in full.
At the forthcoming annual general meeting of the Company to be
held on 24 June 2019, the Company will be seeking a new authority
to make further market purchases of its Ordinary Shares ("New
Authority"). A resolution to that effect will be proposed at the
annual general meeting, notice of which is enclosed with this
document. Your attention is directed to that notice for the terms
of the proposed New Authority.
The New Authority is being sought irrespective of the take-up of
the Tender Offer under the Existing Authority.
8. Taxation
Eligible Shareholders who sell Ordinary Shares pursuant to the
Tender Offer should, subject to the potential application of
Chapter 1 of Part 13 ITA 2007 (in respect of individual
Shareholders) and Part 15 of CTA 2010 (in respect of corporate
Shareholders), be treated as having sold their Ordinary Shares in
the normal way. Shareholders may, depending on their individual
circumstances, incur a liability to taxation on capital gains. UK
individual and corporate Shareholders should be aware that HMRC may
seek to treat part or the whole of the disposal proceeds of their
Ordinary Shares as income under Chapter 1 of Part 13 ITA 2007 and
Part 15 of CTA 2010 respectively. Further information on the UK
taxation consequences of the Tender Offer is set out in Part 4 of
this document.
Eligible Shareholders who are in any doubt as to their tax
position or who are subject to tax in a jurisdiction other than the
UK should consult an appropriate professional adviser.
9. Overseas Shareholders
Eligible Shareholders with registered or mailing addresses
outside the UK, or who are citizens or nationals of, or resident
in, a jurisdiction other than the UK, should read paragraph 9 of
Part 3 of this document and the relevant provisions of the Tender
Form. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements
in their jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to complete
and return a Tender Form.
10. Repurchase Agreement
The Company and Hobart entered into a repurchase agreement on 29
May 2019 pursuant to which the Company has agreed to purchase from
Hobart, on-market, such number of Ordinary Shares as Hobart shall
purchase pursuant to the Tender Offer, at an aggregate price equal
to the amount paid by Hobart for the Exit Shares. In acquiring Exit
Shares pursuant to valid tenders made in the Tender Offer and in
selling such Exit Shares to the Company, Hobart will act as
principal.
The Company will be liable to pay Hobart's fees, costs and
expenses under the terms of Hobart's engagement by the Company in
connection with the Tender Offer.
11. Notification of interests
Under section 5.1.2 of the DTR, certain substantial Shareholders
are required to notify the Company and the FCA of the percentage of
voting rights they hold as Shareholders or through their direct or
indirect holding of financial instruments within the limits
referred to in the DTR. Following the completion of the Tender
Offer, the percentage of voting rights held by a Shareholder may
change, which may give rise to an obligation on the Shareholder to
notify the Company and the FCA within two trading days of becoming
aware (or being deemed to have become aware) of such change. If you
are in any doubt as to whether you should notify the Company and
the FCA or as to the form of that notification, please consult your
solicitor or other professional adviser.
12. Takeover Code
The Company is subject to the Takeover Code. Under Rule 9 of the
Takeover Code, where:
-- any person who acquires an interest (as such term is defined
in the Takeover Code) in shares which, taken together with the
shares in which he and persons acting in concert with him are
interested, carry 30 per cent. or more of the voting rights in a
company which is subject to the Takeover Code; or
-- any person, together with persons acting in concert with him,
is interested in shares which in aggregate carry not less than 30
per cent. of the voting rights of a company subject to the Takeover
Code but does not hold shares carrying more than 50 per cent. of
such voting rights, and such person or any persons acting in
concert with him acquires an interest in any other shares which has
the effect that their percentage holding of such voting rights is
increased,
that person is normally required by the Panel to make a general
offer to all shareholders of that company in cash at not less than
the highest price paid by that person (or any person acting in
concert with him) for shares in the company during the previous 12
months.
Under Rule 37.1 of the Takeover Code, when a company which is
subject to the Takeover Code purchases its own voting shares, the
resulting increase in the percentage of shares carrying voting
rights in which a person or group of persons acting, or presumed to
be acting, in concert is interested will be treated as an
acquisition for the purpose of Rule 9. A shareholder not acting in
concert with the directors will not normally incur an obligation to
make a general offer under Rule 9 if, as a result of the purchase
of its own shares by a company, he comes to exceed the percentage
limits set out in Rule 9. However, this exception will not normally
apply when a shareholder (or any relevant member of a group of
persons acting in concert) not acting, or presumed to be acting, in
concert with any one or more of the directors has acquired an
interest in shares at a time when he had reason to believe that
such a purchase of its own shares by the company would take
place.
Hobart will purchase, as principal, voting shares under the
Tender Offer which could result in Hobart acquiring an interest in
Ordinary Shares carrying 30 per cent. or more of the voting rights
of the Company before such shares are bought back by the Company
under the Repurchase Agreement. Accordingly, a waiver has been
obtained from the Takeover Panel in respect of the application of
Rule 9 to the purchase by Hobart of the voting shares under the
Tender Offer.
13. Action to be taken
The Tender Offer will open on 29 May 2019 and will close at 1.00
p.m. on 11 June 2019. The Tender Offer will only be available to
Eligible Shareholders on the Register at the Record Date. Eligible
Shareholders are reminded that the Tender Offer is not being made
to certain Overseas Shareholders.
Eligible Shareholders who do not wish to sell any Ordinary
Shares under the Tender Offer do not need to take any action,
either in relation to the Tender Form or the sending of a TTE
Instruction.
The procedure for tendering your Ordinary Shares depends on
whether your Ordinary Shares are held in certificated form or
uncertificated form and is summarised below.
(a) Ordinary Shares held in certificated form
Eligible Shareholders who hold Ordinary Shares in certificated
form and who wish to tender any or all of their existing holding of
Ordinary Shares should complete the enclosed Tender Form in
accordance with the instructions printed thereon and in Part 3 of
this document and return it by post or by hand (during normal
business hours only) together with share certificate(s) and/or
other document(s) of title in respect of the Ordinary Shares
tendered to the Receiving Agent, Neville Registrars. Shareholders
who hold their Ordinary Shares in certificated form should also
return their share certificate(s) and/or other document(s) of title
in respect of the Ordinary Shares tendered.
Tender Forms and share certificate(s) and/or other document(s)
of title must be received by the Receiving Agent as soon as
possible but in any event by no later than 1.00 p.m. on 11 June
2019.
(b) Ordinary Shares held in uncertificated form
Eligible Shareholders who hold their Ordinary Shares in
uncertificated form (i.e. in CREST) and who wish to tender any or
all of their Ordinary Shares should tender electronically through
CREST so that the TTE instruction settles by no later than 1.00
p.m. on 11 June 2019. Further details of the procedures for
tendering and settlement are set out in Part 3 and Part 5 of this
document.
14. Further Information
If you have any questions about the procedure for tendering
Ordinary Shares or if you want help in completing and returning the
Tender Form, please call Neville Registrars on 0121 585 1131. The
helpline is open between 9.00 a.m. - 5.00 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Neville Registrars cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and
training purposes. Your attention is also drawn to the further
information set out in Parts 2 to 5 of this document.
15. No Recommendation
Although the Directors consider the Tender Offer to be in the
best interests of the Company and the Shareholders as a whole, the
Directors neither make nor intend to make recommendations to
Eligible Shareholders in relation to participation in the Tender
Offer. Whether or not Eligible Shareholders decide to tender all or
any of their Ordinary Shares will depend on, among other things,
their view of the Company's prospects and their own individual
circumstances, including their tax position.
Yours faithfully
David Buchler
Chairman
Expected Timetable
2019
Publication and posting of circular 29 May
Tender Offer opens 29 May
Closing Date - Latest time and date for 1.00 p.m. on 11 June
receipt of (i) Tender Forms and share certificates
and (ii) TTE Instruction(s), in relation
to the Tender Offer
Record Date for the Tender Offer 6.00 p.m. on 11 June
Result of Tender Offer announced 12 June
Completion of purchase of Ordinary Shares 19 June
under the Tender Offer
CREST accounts credited for revised, uncertificated 19 June
holdings of Ordinary Shares (or, in the
case of unsuccessful tenders, for entire
holdings of Ordinary Shares)
CREST accounts credited in respect of Tender 19 June
Offer proceeds for uncertificated Ordinary
Shares
Despatch of cheques in respect of Tender 19 June
Offer proceeds for certificated Ordinary
Shares
Return of share certificates in respect week commencing 24
of unsuccessful tenders of certificated June
Ordinary Shares
Despatch of balance share certificates in week commencing 24
respect of unsold Ordinary Shares in certificated June
form
Each of the above times and/or dates is subject to change at the
absolute discretion of the Company and Hobart. If any of the above
times and/or dates should change, the revised times and/or dates
will be announced through a Regulatory Information Service.
References to times in this timetable, throughout this document and
in the Tender Form are to UK time unless otherwise stated.
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
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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