THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER FOR SALE OF ANY
SECURITIES OR AN OFFER OR INVITATION TO PURCHASE ANY SECURITIES IN
ANY JURISDICTION OR A SOLICITATION OF ANY VOTE OR
APPROVAL.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
SHARE
BUYBACK
Compass Group PLC (the "Company") announces that on 20 June
2024 it entered into a non-discretionary agreement with J.P. Morgan
Securities plc ("JPM") to
enable the purchase of up to a market equivalent of $250 million
(being £196.7 million as at 18 June 2024) of the Company's ordinary
shares of 11 1/20 pence each ("Ordinary Shares") between 21 June 2024
and 17 December 2024 at the latest (the "H2 Buyback"). The H2 Buyback is the
second, and final, stage of the Company's $500 million share
buyback announced with its full-year results on 20 November
2023.
The purpose of the H2 Buyback is to
reduce the share capital of the Company by returning surplus
capital to shareholders.
The H2 Buyback will be conducted
within certain pre-set parameters. The Company's shareholders
generally authorised it to purchase up to a maximum of 171,140,000
Ordinary Shares at its 2024 Annual General Meeting held on 8
February 2024, subject to certain limitations (the "General Authority"). Given no purchases
have been made by the Company pursuant to the General Authority
prior to the date of this announcement, the Company is currently
authorised under the General Authority to purchase up to a maximum
of 171,140,000 Ordinary Shares. The aggregate number of Ordinary
Shares acquired by the Company pursuant to the H2 Buyback will not
exceed the maximum number of Ordinary Shares which the Company is
authorised to purchase pursuant to the General Authority (and any
subsequent authority to repurchase shares as may be granted by the
Company's shareholders from time to time).
JPM will make its trading decisions
in relation to the Company's Ordinary Shares independently of, and
uninfluenced by, the Company. In accordance with the General
Authority, purchases of Ordinary Shares pursuant to the H2 Buyback
may be conducted on any appropriate regulated stock market but will
be on-sold by JPM to the Company on the London Stock
Exchange.
In addition to compliance with the
terms of the General Authority, the H2 Buyback will also be
conducted within the parameters prescribed by the Regulation (EU)
No 596/2014 (the Market Abuse Regulation) (as in force in the UK
and as amended by the Market Abuse (Amendment) (EU Exit)
Regulations 2019), the Commission Delegated Regulation (EU)
2016/1052 (as in force in the UK and as amended by the FCA's
Technical Standards (Market Abuse Regulation) (EU Exit) Instrument
2019) and in accordance with Chapter 12 of the UK Listing
Rules.
JPM (or its affiliates) may
undertake transactions in Ordinary Shares (which may include sales,
derivatives, and other hedging activities, in addition to
purchases) in order to manage its risk positions arising directly
or indirectly from the H2 Buyback. Disclosure of any such
transactions will not be made by JPM (or its affiliates) or the
Company as a result of or as part of the H2 Buyback, but JPM (or
its affiliates) will make any disclosures it is legally required to
make in relation to such transactions.
All Ordinary Shares purchased
pursuant to the H2 Buyback will be held in treasury and are
expected to be used to meet obligations arising from employee share
schemes, or other allocations of Ordinary Shares, to employees or
directors. No purchases will be made in respect of the Company's
American Depositary Receipts.
LEI: 2138008M6MH9OZ6U2T68
Enquiries
Investors:
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Agatha Donnelly & Helen
Javanshiri
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+44 (0)
1932 573 000
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Website:
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www.compass-group.com
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