TIDMSECN
RNS Number : 9170B
SEC Newgate S.p.A.
17 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM, THE UNITED STATES, NEW ZEALAND,
CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW THIS ANNOUNCEMENT DOES NOT CONSTITUTE
PERSONAL ADVICE FOR THE PURPOSES OF THE CORPORATIONS ACT 2001
(CTH). THE COMPANY DOES NOT HOLD AN AUSTRALIAN FINANCIAL SERVICES
LICENCE AND IS NOT LICENSED TO PROVIDE FINANCIAL PRODUCT ADVICE IN
RELATION TO ITS ORDINARY SHARES
17 February 2022
SEC Newgate S.p.A. ("SEC Newgate" or the "Company")
Commencement of Buy-back
SEC Newgate (AIM:SECN), the insight-driven global strategic
communications group that works at the nexus of business, politics,
communities, markets and media, announces the commencement of a
share repurchase plan under the authority to make purchases of its
Ordinary Shares, as approved by Shareholders at the Company's
annual general meeting held on 10 February 2022.
SEC Newgate will buy-back Ordinary Shares for a period of 90
days. The maximum number of shares that may be repurchased under
the share purchase plan is 9,168,882 Ordinary Shares, allowing all
Minority Shareholders, who are not participating in the
Contribution, to sell their Ordinary Shares. The Buy-back will be
carried out at a fixed price of 111.32p per Ordinary Share
("Buy-back Price").
The Buy-back will take place in two stages:
1. In the Buy-back period before Delisting
SEC Newgate has irrevocably instructed Arden Partners, the
Company's broker, to make on-market purchases of the Company's
Ordinary Shares up to an aggregate maximum of 5,790,567 Ordinary
Shares (such figure excluding the 3,378,315 new SEC Ordinary Shares
to be issued post-Delisting and purchased by the Company pursuant
to the Inveready Agreement) at a fixed price of 111.32p per share.
The programme will be independently managed by Arden, which will
make trading decisions independently and without the influence of
the Company.
Shareholders wishing to sell Ordinary Shares or CDIs in the
on-market Buy-back should contact their broker or financial
intermediary.
The Company will announce any market repurchases prior to
Delisting no later than 7.30 a.m. on the business day following the
day on which the repurchase occurred.
The on-market Buy-back will end on 2 March 2022.
Notwithstanding the price and daily volume restrictions set out
in the Commission Delegated Regulation (EU) 2016/1052, purchases by
the Company are likely to be made outside of these price and volume
restrictions at the Buy-back Price due to the limited liquidity in
trading of the Company's Ordinary Shares. Share purchases will take
place in open market transactions and may be made from time to time
depending on market conditions, share price, trading volume and
other factors.
2. In the Buy-back period following Delisting
Should any Minority Shareholders remain in the corporate capital
of the Company after completion of the Delisting, the Buy-back will
continue post-Delisting (for an overall Buy-back Period of 90 days)
by means of a matched bargain facility at the Buy-back Price.
The Company has appointed Asset Match, a firm authorised and
regulated by the Financial Conduct Authority, to operate an
electronic off-market dealing facility for SEC's Ordinary
Shares.
This facility will allow shareholders to sell their Ordinary
Shares to the Company in periodic auctions.
The Company will provide further details to Shareholders
regarding the structure of the post-Delisting Buy-back and the
means to participate in such Buy-back following the Delisting.
Any Ordinary Shares acquired by the Company pursuant to the
Buy-back shall either be cancelled or retained in Treasury and
eventually disposed of in accordance with the resolution that has
been taken by shareholders at the General Meeting.
The Buy-back Period will end on 18 May 2022. After the end of
the Buy-back Period the Company may decide to make purchases at
different offer prices where the maximum offer price will be no
more than 111.32 pence per Ordinary Share.
Capitalised terms used in this announcement shall have the same
meaning as set out in the Company's announcement dated 25 January
2022, unless otherwise defined.
Media Enquiries
Fiorenzo Tagliabue (Group CEO) Tel: +39 335 6008858
tagliabue@secrp.com
Emma Kane (Deputy Group CEO, Tel: +44 (0) 7876 338339
CEO SEC Newgate UK) emma.kane@secnewgate.co.uk
Sergio Penna (Group CFO) penna@secrp.com
Arden Partners
(Nominated Adviser and Broker)
Richard Johnson, Ben Christie Tel: +44 (0) 20 7614 5900
Notes to Editors
-- SEC Newgate's focus is on achieving positive outcomes through communications, advocacy and research, helping
clients clearly demonstrate their purpose, value, and impact locally, nationally and internationally.
-- Further information is available at the Group's website: www.secnewgate.com
-- Further information on SEC Newgate UK is available at: www.secnewgate.co.uk
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END
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