TIDMVLE
RNS Number : 3072T
Volvere PLC
11 October 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND, JAPAN OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
Volvere plc
("Volvere" or the "Company")
Ordinary Share Buy-back
Volvere plc, the growth and turnaround investment company, is
pleased to announce that it intends on 12 October 2017 to
repurchase up to 407,595 ordinary shares of 0.00001 pence in the
capital of the Company (the "Ordinary Shares") at a purchase price
of 835 pence per Ordinary Share (the "Buy-back"), to return up to
approximately GBP3.4 million (before expenses) to shareholders in
accordance with the approval granted by shareholders at the general
meeting of the Company held on 19 November 2012.
Qualified Investors (as defined in section 86(7) of the
Financial Services and Markets Act 2000 (as amended)) are invited
to apply to participate in the Buy-back by contacting Nplus1 Singer
Capital Markets Limited on the contact details below, as soon as
possible and no later than 3.00 p.m. on 12 October 2017:
+44 (0) 20 7496
Martin Campbell (Trading) 3005
Requests to participate in the Buy-back may be subject to
scaling back at the absolute discretion of the Company and N+1
Singer. It is intended that Shareholders will be able to
participate in the Buy-back pro rata to their current holdings of
Ordinary Shares.
Except as disclosed below, the Buy-back will be conducted within
the parameters of the Market Abuse Regulation (EU) 596/2014 (MAR)
and the Commission Delegated Regulation (EU) 2016/1052. The Company
will repurchase up to a maximum of 407,595 Ordinary Shares,
representing approximately 10.0 per cent. of the Company's issued
share capital (excluding Ordinary Shares held in treasury) at a
fixed price of 835 pence per Ordinary Share, being the closing
price on 10 October 2017 provided that any and all buybacks will be
made at a price per Ordinary Share of not more than 105 per cent.
of the average market value per Ordinary Share for the five
business days preceding the date of repurchase. If the 835 pence
buyback price per Ordinary Share stated above does not meet this
price requirement, buybacks will be executed at such alternative
price per Ordinary Share representing 105 per cent. of the average
closing price per Ordinary Share for the five business days
preceding the date of repurchase instead. Shareholders should be
aware that a repurchase of Ordinary Shares pursuant to the Buy-back
on any trading day may represent a significant proportion of the
daily trading volume in the Ordinary Shares on the AIM market of
the London Stock Exchange plc, and could exceed the 25 per cent.
limit of the average daily trading volume of the preceding 20
business days.
The Buy-back will be funded from the Group's cash balances
which, including marketable securities, were approximately GBP20.5
million as at 30 June 2017. The Board believes that a return of
cash is appropriate and represents a good use of the Company's
excess liquidity arising from trading operations. The purpose of
the Buy-back is to reduce the capital of the Company. Any Ordinary
Shares purchased as part of the Buy-back will be held in
treasury.
As at 11 October 2017 the Company has 6,207,074 Ordinary Shares
in issue and admitted to trading on AIM. The Company holds
2,131,116 Ordinary Shares in treasury. The number of shares in
issue (excluding treasury shares), and the figure to be used as the
denominator for calculations of interests in the Company's voting
rights, is 4,075,958 Ordinary Shares.
Directors' Intentions
Jonathan Lander, CEO, and Nicholas Lander, COO (together the
"Concert Party"), have indicated they intend to participate in the
Buy-back, which constitutes a related party transaction. David
Buchler, non executive Chairman, will not participate in the
Buy-back.
The current holdings of the members of the Concert Party are set
out below:
Director Shareholding % of issued share
capital excluding
treasury shares
Jonathan Lander 1,023,677 25.12%
Nicholas Lander 548,277 13.45%
Total 1,571,954 38.57%
The Concert Party members intend to participate in the Buy-back
pro-rata to their holdings in order to maintain their individual
and combined percentage shareholdings going forward. The price paid
(before expenses) for any Ordinary Shares repurchased from the
Concert Party will be 835 pence per Ordinary Share (or, if lower,
the price per Ordinary Share which equates to 105 per cent. of the
average market price per Ordinary Share for the five business days
preceding the date of repurchase), being the same price to be paid
to any other shareholder participating in the Buy-back.
Should the Buy-back be taken up in full, the Concert Party
intends to sell approximately 10.0 per cent. of their current
shareholding, equivalent to 38.57 per cent. of the Buy-back. Should
the Buy-back not be completed in full, it is intended that the
Concert Party's participation will be reduced proportionately such
that the Concert Party's shareholding following the Buy-back
remains approximately 38.57 per cent. and the holdings of Jonathan
Lander and Nicholas Lander remain at approximately 25.12 per cent.
and approximately 13.45 per cent. respectively.
Based on the terms above, David Buchler, the sole independent
director, considers, having consulted with the Company's nominated
adviser, N+1 Singer, that the terms of the participation of the
Concert Party in the Buy-back are fair and reasonable insofar as
the Company's shareholders are concerned.
Expected Timetable of Events
Announcement of Buy-back 11 October 2017
Close of Buy-back 3.00 p.m. on 12 October
2017
Announcement of Result of 13 October 2017
Buy-back
*All times shown are London times unless otherwise stated. The
dates and times given are indicative only and are based on the
Company's current expectations and may be subject to change. If any
of the times and/or dates above change, the revised times and/or
dates will be notified to Shareholders by announcement through the
Regulatory News Service of the London Stock Exchange.
This announcement is released by Volvere plc and contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the share buy-back described herein, and is disclosed in
accordance with the Company's obligations under Article 17 of MAR.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by David Buchler, Non-executive Chairman.
Nplus1 Singer Capital Markets Limited and Nplus1 Singer Advisory
LLP (together "N+1 Singer") are acting only for the Company in
connection with the matters described in this announcement. N+1
Singer is not acting for or advising any other person, or treating
any other person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of N+1 Singer or advice to any other person in relation to
the matters contained herein.
For further information, contact:
Volvere plc Tel: +44 20 7634
David Buchler, Non-executive 9707
Chairman
Jonathan Lander, CEO
Nick Lander, COO
N+1 Singer (Nominated Adviser Tel: + 44 20 7496
and Broker) 3000
Aubrey Powell
Liz Yong
James Hopton
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLIFFTIDLLLID
(END) Dow Jones Newswires
October 11, 2017 04:30 ET (08:30 GMT)
Volvere (LSE:VLE)
Historical Stock Chart
From Apr 2024 to May 2024
Volvere (LSE:VLE)
Historical Stock Chart
From May 2023 to May 2024