TIDMCPS
RNS Number : 1491S
CPL Resources PLC
28 September 2017
THE TER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR
INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY
OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A
NATIONAL SECURITIES EXCHANGE OF AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR THE UNITED STATES.
Cpl Resources plc ("Cpl" or the "Company")
Tender Offer
On 7 September 2017, the Board of Cpl announced, in the
Company's preliminary statement of annual results for the full year
ended 30 June 2017, its proposal that the Company would return
capital of up to EUR25 million by way of a tender offer (the
"Tender Offer").
The Tender Offer is being made to Qualifying Shareholders at a
price per share of EUR6.75 (the "Tender Price") and tenders may be
made at the Tender Price only. The Tender Price represents a
premium of 15.2 per cent. to the closing price of EUR5.86 per
Ordinary Share on 6 September 2017 (being the last date prior to
the announcement of the Board's intention to make the Tender Offer)
and represents a premium of 14.1 per cent. to the volume weighted
average price per Ordinary Share over the three month period to 6
September 2017.
Qualifying Shareholders are not obliged to tender any or all of
their Ordinary Shares if they do not wish to do so.
A circular (the "EGM Circular"), containing the formal terms and
conditions of the Tender Offer and instructions to Qualifying
Shareholders on how to tender their Ordinary Shares should they
choose to do so, together with a Tender Form, has been today posted
to Shareholders. The EGM Circular also contains a notice of
Extraordinary General Meeting to be held on 23 October 2017 at
6(th) Floor, 2 Grand Canal Square, Dublin 2, Ireland at 4.15 p.m.
(or, if later, as soon as practicable after the Annual General
Meeting of the Company convened for 4.00 p.m. on the same date and
at the same place, shall have been concluded or adjourned) to
consider the resolutions necessary to implement the Tender Offer.
The EGM Circular includes a recommendation from the Board of Cpl to
vote in favour of the resolutions to be considered at the
Extraordinary General Meeting.
Capitalised terms in this announcement have, unless otherwise
stated, the same meaning as set out in the EGM Circular.
Background to and reasons for the Tender Offer
In its financial results for the full year ended 30 June 2017,
the Group reported strong operational and financial performance.
The Group has continued to generate positive cash flow and as a
result has built up a net cash position of EUR33.6 million as at 30
June 2017. In the absence of the proposed Tender Offer the Board
would expect the Group's positive cash position to continue to
increase further.
To date in 2017, the Board has considered a range of strategic
and financial options to enhance Shareholder value. The Board, in
consultation with its advisers, reviewed a number of factors
including:
-- the Group's current net cash position;
-- the Group's ongoing earnings and cash flow generation;
-- the relatively low interest income capable of being generated
by the Group's current cash balance; and
-- acquisition and investment opportunities.
Following this review, the Board (with the exception of Anne
Heraty and Paul Carroll, who absented themselves from deliberations
relating to the proposed Tender Offer) unanimously determined that
a return of surplus capital is in the interests of Shareholders.
The Board believes that a return of capital in the amount proposed
represents the most effective use of those Shareholder funds and
that the continued strength of the Group's balance sheet, and its
cashflow generation after the return of those funds, will be
sufficient to pursue the Company's stated growth objectives.
The Board concluded, following consultation with the Company's
advisers, that a return of up to EUR25 million of capital by way of
the Tender Offer is in the interests of the Group and its
Shareholders as it provides Shareholders with both choice (that is,
the discretion to participate) and certainty of value.
An independent committee of the Board, comprised of independent
non-executive directors Breffni Byrne, Colm Long and Oliver Tattan,
was formed to consider and settle the terms and conditions of the
Tender Offer, including the Tender Price.
Benefits of the Tender Offer
As was the case in the Company's previous return of capital to
Shareholders in 2011, the return will be made by way of a fixed
price tender offer structure. The benefits of the Tender Offer,
compared to other available options for a return of capital to
Shareholders, include that the Tender Offer:
a) provides those Qualifying Shareholders who wish to sell
Ordinary Shares with the opportunity to do so;
b) enables those Qualifying Shareholders who do not wish to
receive capital at this time to maintain their full investment in
the Company;
c) is available to all Qualifying Shareholders (other than
Shareholders who may be resident in a Prohibited Territory)
regardless of the size of their shareholdings;
d) ensures equal opportunity to all Qualifying Shareholders to
participate in the return of capital by offering the entitlement to
sell up to approximately 11.995 per cent. of the Ordinary Shares
registered in their respective names on the Record Date under the
Tender Offer, rounded down to the nearest whole number of Ordinary
Shares (the "Guaranteed Entitlement"); and
e) will have a positive impact on both the Company's earnings
per share and dividend per share as all shares purchased under the
Tender Offer will be cancelled.
The Tender Offer will provide all Qualifying 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
Guaranteed Entitlements. Qualifying Shareholders may also be able
to participate in excess of their Guaranteed Entitlement,
potentially up to their maximum shareholding in the Company, to the
extent that other Qualifying Shareholders do not wish to
participate in the Tender Offer in respect of their respective
Guaranteed Entitlements.
Details of the Tender Offer
Full details of the Tender Offer, including the terms and
conditions on which it is being made, are set out in Part III of
the EGM Circular and in the Tender Form. Shareholders do not have
to tender any Ordinary Shares if they do not wish to do so.
The Tender Offer is conditional on:
(i) the passing of Resolutions 1, 2(a), 2(b) and 2(c) set out in
the Notice of Extraordinary General Meeting at the end of the EGM
Circular;
(ii) the receipt of valid tenders in respect of at least
3,000,000 Ordinary Shares representing approximately 9.72 per cent.
of the Company's Existing Issued Ordinary Share Capital; and
(iii) the Tender Offer not having been terminated in accordance
with paragraph 10 of Part III (Terms and Conditions of the Tender
Offer) of the EGM Circular prior to 11.00 a.m. on 25 October
2017.
The Tender Offer is being made to Qualifying Shareholders on the
register of members of the Company on the Record Date and in
respect of their Ordinary Shares held on the Record Date.
Under the Tender Offer:
-- The Company will purchase up to 3,703,703 Ordinary Shares
from Qualifying Shareholders at the Tender Price. These Ordinary
Shares will subsequently be cancelled by the Company.
-- There is no obligation on Qualifying Shareholders to participate in the Tender Offer.
-- Each Qualifying Shareholder will be entitled to sell up to
approximately 11.995 per cent. of the Ordinary Shares registered in
their name on the Record Date under the Tender Offer, rounded down
to the nearest whole number of Ordinary Shares. Qualifying
Shareholders may sell more than their Guaranteed Entitlement to the
extent that other Qualifying Shareholders tender less than their
Guaranteed Entitlement.
-- If the aggregate purchase price of all Ordinary Shares
tendered is EUR25 million or less, all Ordinary Shares validly
tendered will be accepted and purchased at the Tender Price,
subject to the receipt of valid tenders in respect of at least
3,000,000 Ordinary Shares.
-- However, if the aggregate value of all validly tendered
Ordinary Shares exceeds EUR25 million, not all of the Ordinary
Shares validly tendered will be accepted and purchased. In these
circumstances, the number of Ordinary Shares which will be accepted
and purchased will be calculated as follows:
(i) all Ordinary Shares validly tendered by Qualifying
Shareholders up to their respective Guaranteed Entitlements will be
accepted and purchased in full; and
(ii) all Ordinary Shares tendered by Qualifying Shareholders in
excess of their Guaranteed Entitlements, will be scaled down pro
rata to the total number of such Ordinary Shares tendered in excess
of the aggregate Guaranteed Entitlement, such that the total cost
of Ordinary Shares purchased pursuant to the Tender Offer does not
exceed EUR25 million;
-- All of the Directors who hold Ordinary Shares will be
tendering Ordinary Shares as set out in the EGM Circular.
Ordinary Shares not validly tendered will not be purchased.
Ordinary Shares purchased pursuant to the Tender Offer will be
purchased free of commissions and dealing charges.
Ordinary Shares successfully tendered under the Tender Offer
will be purchased by the Company and subsequently cancelled and
will not rank for any future dividends. However, the final dividend
of 5.75 cent per Ordinary Share in respect of the year ended 30
June 2017 will, subject to its approval at the Annual General
Meeting, be paid on 6 November 2017 in respect of any Ordinary
Shares successfully tendered under the Tender Offer.
The issued share capital of the Company at the Latest
Practicable Date comprised 30,875,856 Ordinary Shares. If the
Tender Offer is implemented in full, this will result in the
purchase of up to 3,703,703 Ordinary Shares (approximately 11.995
per cent. of the Existing Issued Ordinary Share Capital). The
issued Ordinary Share capital of the Company following cancellation
of these shares will be 27,172,153.
Overseas Shareholders
The attention of Shareholders who are not resident in Ireland or
the United Kingdom is drawn to paragraph 11 of Part III of the EGM
Circular.
Extraordinary General Meeting
The EGM will be held on 23 October 2017 at 6th Floor, 2 Grand
Canal Square, Dublin 2, Ireland at 4.15 p.m. (or, if later, as soon
as practicable after the Annual General Meeting shall have been
concluded or adjourned), at which Shareholders will be asked to
consider and, if thought fit, to pass the Resolutions. The
implementation of the Tender Offer is conditional on the passing of
each of the Resolutions. If the Resolutions are not passed by
Shareholders at the EGM, the Company will not implement the Tender
Offer.
Tender Offer Timetable
The expected timetable is as follows:
2017
---------------
Tender Offer opens for acceptance 28 September
Latest time and date for receipt 4.15 p.m. on
of Forms of Proxy for Extraordinary 21 October
General Meeting
Extraordinary General Meeting 4.15 p.m. on
23 October(i)
Latest time and date for receipt 11.00 a.m. on
of Tender Forms and TTE instructions 25 October
from CREST in relation to the
Tender Offer
Record Date for Tender Offer 6.00 p.m. on
25 October
Announcement of results of the by 8.00 a.m.
Tender Offer on 26 October
CREST accounts credited with by 31 October
Ordinary Shares in respect of
unsuccessful tenders
Cheques issued/CREST accounts by 9 November
credited for Tender Offer proceeds
in respect of Ordinary Shares
sold
Share certificates issued for by 9 November
revised holdings of Ordinary
Shares following the sale of
Ordinary Shares under the Tender
Offer
Return of share certificates by 9 November
in respect of unsuccessful tenders
(i) Or if later, as soon as practicable after the Annual General
Meeting convened for 4.00 p.m. on the same date and at the same
place, shall have been concluded or adjourned.
Note: Each of the times and dates set out above is indicative
only and may be adjusted by Cpl, in which event details of the new
times and dates will be notified, by way of an announcement issued
via a Regulatory Information Service, to the Irish Stock Exchange
and to the London Stock Exchange.
Annual Report and Accounts
The Company has also today sent its Annual Report together with
a notice of its Annual General Meeting ("AGM Notice") to
shareholders. The AGM is convened to be held on 23 October 2017 at
6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at 4.00 p.m.
Copies of the EGM Circular, the Annual Report and the AGM Notice
will shortly be available for inspection at www.cpl.ie.
For Further Information:
+353 1 614
Cpl Resources plc 6000
Anne Heraty (CEO)
Mark Buckley (COO)
+353 1 679
Davy Corporate Finance 6363
Ivan Murphy
Daragh O'Reilly
+353 1 765
FTI Consulting 0888
Jonathan Neilan
Melanie Farrell
If Shareholders are in any doubt as to the action they should
take in relation to the Tender Offer, they are recommended to seek
their own financial advice from an independent financial adviser
being, if they are resident in Ireland, an organisation or firm
authorised under the European Communities (Markets in Financial
Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment
Intermediaries Act 1995 (as amended) or, if they are resident in
the United Kingdom, an organisation or firm authorised pursuant to
the Financial Services and Markets Act 2000 of the United Kingdom
or, if they are not so resident, from another appropriately
authorised independent financial adviser.
This Announcement does not constitute, or form part of, any
offer for or invitation to sell or purchase any securities, or any
solicitation of any offer for, securities in any jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in the
EGM Circular. The EGM Circular will contain important information,
including the full terms and conditions of the Tender Offer, which
shareholders are urged to read carefully.
The Tender Offer is not being made in or into, and is not
capable of acceptance in or from, Australia, Canada Japan, the
Republic of South Africa or the United States. Custodians, nominees
and trustees should observe these restrictions and should not send
or distribute documents in or into Australia, Canada, Japan, the
Republic of South Africa or the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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