CPL Resources PLC Result of Tender Offer (6461U)
26 October 2017 - 5:00PM
UK Regulatory
TIDMCPS
RNS Number : 6461U
CPL Resources PLC
26 October 2017
Cpl Resources plc ("Cpl" or the "Company")
Result of Tender Offer
The Board of Cpl is pleased to announce the result of the Tender
Offer described in the circular issued by the Company to its
shareholders on 28 September 2017 (the "EGM Circular"). The Tender
Offer closed on 25 October 2017 in accordance with its published
timetable.
A total of 12,961,940 Ordinary Shares were validly tendered at
the Tender Price of EUR6.75 per Ordinary Share pursuant to the
Tender Offer, which equates to approximately 42.0 per cent. of the
30,875,856 Ordinary Shares currently in issue.
The total number of Ordinary Shares to be purchased by the
Company pursuant to the Tender Offer is 3,703,703 for a total
consideration, before expenses, of approximately EUR25 million.
In accordance with the terms of the Tender Offer, Shareholders
who validly tendered to sell less than or equal to approximately
11.995 per cent. of their shareholdings (their "Guaranteed
Entitlement") will have their tender satisfied in full.
Shareholders who validly tendered more than their Guaranteed
Entitlement, will have their Guaranteed Entitlement satisfied in
full and any Ordinary Shares tendered above their Guaranteed
Entitlement will be scaled down (to the nearest whole number of
Ordinary Shares) to approximately 4.34 per cent of their respective
excess applications.
Ordinary Shares purchased under the Tender Offer will be
cancelled by the Company. Following completion of the Tender Offer
and cancellation of the validly tendered and accepted Ordinary
Shares, the Company will have a total of 27,172,153 Ordinary Shares
in issue.
It is anticipated that the crediting of CREST accounts (in the
case of accepted tenders relating to Ordinary Shares in
uncertificated form) and the despatch of consideration (in the case
of accepted tenders relating to Ordinary Shares in certificated
form) will occur by 9 November 2017. In addition, it is anticipated
that CREST accounts will be credited for unsuccessfully tendered
uncertificated Ordinary Shares by 31 October 2017, and that balance
certificates will be issued, and share certificates for
unsuccessfully tendered certificated Ordinary Shares will be
returned, to Shareholders by 9 November 2017.
Directors' Interests
As described in the EGM Circular, certain of the Directors
disposed of such number of shares as represented their respective
Guaranteed Entitlements pursuant to the Tender Offer.
The table below sets out the Directors' respective shareholdings
in the Company immediately prior to the Tender Offer and their
respective shareholdings following their respective disposals
pursuant to the Tender Offer.
Ordinary
Shares
% Shareholding disposed
Shareholding prior of pursuant
prior to to the to the Shareholding % Shareholding
the Tender Tender Tender following following
Director Offer Offer Offer disposal disposal
-------------- ------------ -------------- ------------ ------------ --------------
John Hennessy 102,606 0.33 12,308 90,298 0.33
Anne Heraty 9,195,280 29.78 1,103,016 8,092,264 29.78
Paul Carroll 1,833,819 5.94 219,975 1,613,844 5.94
Mark Buckley 52,854 0.17 6,340 46,514 0.17
Breffni
Byrne 8,209 0.03 984 7,225 0.03
Oliver - - - - -
Tattan
Colm Long - - - - -
-------------- ------------ -------------- ------------ ------------ --------------
Terms used but not defined in this announcement have the same
meaning given to them in the EGM Circular.
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
Form for Notification of Transactions by Persons Discharging
Managerial Responsibilities and Persons Closely Associated with
them:
1 Details of the person discharging managerial
responsibilities/person closely associated
------ -------------------------------------------------------------
a) Name
1. John Hennessy
2. Anne Heraty
3. Paul Carroll
4. Mark Buckley
5. Breffni Byrne
------ ------------------- ----------------------------------------
2 Reason for the notification
------ -------------------------------------------------------------
a) Position/status
1. Non-Executive Chairman, PDMR
2. Chief Executive Officer, PDMR
3. Business Development Director,
PDMR
4. Chief Operating Officer and Deputy
CEO, PDMR
5. Non-Executive Director, PDMR
------ ------------------- ----------------------------------------
b) Initial
Notification Initial Notification
/ Amendment
------ ------------------- ----------------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
------ -------------------------------------------------------------
a) Name CPL Resources plc
------ ------------------- ----------------------------------------
b) LEI 635400MBL7DAGFANI678
------ ------------------- ----------------------------------------
4 Details of the transaction(s): section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date;
and (iv) each place where transactions have
been conducted
------ -------------------------------------------------------------
a) Description
of the financial Ordinary Shares of nominal value
instrument, EUR0.10 each
type of
instrument ISIN: IE0007214426
Identification
code
------ ------------------- ----------------------------------------
b) Nature of
the transaction Disposal of Ordinary Shares under
the Tender Offer
------ ------------------- ----------------------------------------
c) Price(s) Price(s) Volume(s)
and volume(s) ------------ --------------
1. EUR6.75 1. 12,308
2. EUR6.75 2. 1,103,016
3. EUR6.75 3. 219,975
4. EUR6.75 4. 6,340
5. EUR6.75 5. 984
------------ --------------
------ ------------------- ----------------------------------------
d) Aggregated
information
- Aggregated N/A, Single Transaction
volume
- Price
------ ------------------- ----------------------------------------
Date of
e) the transaction 2017-10-26
------ ------------------- ----------------------------------------
f) Place of
the transaction ESM Market of Irish Stock Exchange,
XDUB
------ ------------------- ----------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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