Primorus Investments plc

("Primorus" or the "Company")

Notice of AGM & Proposed Rule 9 Waiver

Primorus Investments plc (AIM: PRIM) announces that a circular to Shareholders giving Notice of the Annual General Meeting ("AGM") with accompanying Form of Proxy will be sent to Shareholders shortly.  The circular includes a letter from the Chairman of the Company setting out details about the Resolutions being proposed at the AGM.

The AGM will be held on 8 July 2025 at 11:00 a.m. at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.

Proposed Share Buyback and Rule 9 Waiver

The Company has, since its annual general meeting held in June 2022, been granted by Shareholders the authority to make market purchases of its own shares, subject to specific conditions relating to price and volume, in common with many other UK public companies. The buyback authority was obtained to allow the Company to purchase Ordinary Shares through the London Stock Exchange if there was limited liquidity in the market, and if the Directors considered that it was in the best interests of the Company and Shareholders as a whole. Any purchased Ordinary Shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held as treasury shares depending on which course of action is considered by the Directors to be in the best interests of the Company and Shareholders as a whole at that time.

Although no purchases by the Company of its Ordinary Shares have yet been made, the Company intends to seek Shareholder approval at the AGM to be held on 8 July 2025 of a new buyback authority for the Company to make on market purchases of up to 40 per cent. of its Issued Share Capital implemented by way of a share buyback. Accordingly, the Company will seek Shareholder approval of the Share Buyback Authority ("Share Buyback Resolution").

The Company has agreed with the Panel that the following persons are acting in concert in relation to the Company: Rupert Labrum and Hedley Clark, being the Executive Chairman and a Non-Executive Director respectively. Accordingly they (together with their close relatives and the related trusts of any of them) make up a concert party as defined by the Takeover Code (the "Concert Party"). As at the date of the Notice of AGM, the Concert Party has a combined interest in 41,780,673 Ordinary Shares, representing approximately 29.88 per cent. of the Existing Issued Share Capital.

Any purchases by the Company of its own Ordinary Shares will reduce the Issued Share Capital and may thereby increase the Concert Party's holding to 30 per cent. or more of the resultant Issued Share Capital.

Under Rule 9 of the Takeover Code, when any person acquires an interest in shares which (taken together with shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of a company, such person shall extend offers to the holders of the other shares in company. Under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9. Subject to prior consultation, the Panel will normally waive any resulting obligation to make an offer under Rule 9 if there is a vote of independent shareholders.

The Panel has agreed to waive the obligation to make an offer that would otherwise arise under Rule 9 as a result of the Share Buyback Programme, subject to the approval of the Independent Shareholders. Accordingly, the Share Buyback Resolution will be conditional on Independent Shareholders passing on a poll the Rule 9 Waiver Resolution approving a waiver of the obligation for the Concert Party to make a general offer pursuant to Rule 37 of the Takeover Code.

The Chairman's letter is set out in full below. 

A copy of the Company's AGM Notice will shortly be available on the Company's website www.primorusinvestments.com.  Defined terms used in this announcement are the same as those defined in the Circular unless the context requires otherwise.

Caution regarding forward looking statements

Certain statements in this announcement, are or may be deemed to be, forward-looking statements. Forward-looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information please contact:

The below text has been extracted from the Circular without adjustment

Dear Shareholder

1.       Annual General Meeting 2025

I have pleasure in enclosing the Notice of the 2025 Annual General Meeting ("AGM Notice" or "2025 AGM", as the context requires) of Primorus Investments plc (the "Company" or "Primorus") which will be held at 11:00 a.m. on 8 July 2025 at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.

Full details of the meeting and the resolutions to be put to Shareholders are set out in the enclosed AGM Notice (the "Resolutions") on pages 21 and 22 of this document. An explanation of the business to be considered and voted on at the 2025 AGM is set out in paragraph 2 (Resolutions) below.

2.       Resolutions

In addition to the routine business customarily undertaken at an annual general meeting, we are asking Shareholders to consider and, if thought fit, approve a specific item of special business at the 2025 AGM, namely the Rule 9 Waiver.

The purpose of this document is to provide you with information about the Resolutions, and to explain why the Board considers the Resolutions to be in the best interests of the Company and its Shareholders as a whole.

Regarding the Rule 9 Waiver Resolution, Shareholders should note that, unless the Rule 9 Waiver Resolution is approved at the 2025 AGM, the Rule 9 Waiver will not become effective.

3.       Rule 9 Waiver

As at the Latest Practicable Date, the Company had (i) available cash of approximately £42,000 and no debt, and (ii) 139,830,968 Ordinary Shares in issue.

The Company has, since its annual general meeting held in June 2022, been granted by Shareholders the authority to make market purchases of its own shares, subject to specific conditions relating to price and volume, in common with many other UK public companies. The buyback authority was obtained to allow the Company to purchase Ordinary Shares through the London Stock Exchange if there was limited liquidity in the market, and if the Directors considered that it was in the best interests of the Company and Shareholders as a whole. Any purchased Ordinary Shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held as treasury shares depending on which course of action is considered by the Directors to be in the best interests of the Company and Shareholders as a whole at that time.

Although no purchases by the Company of its Ordinary Shares have yet been made, the Company intends to seek Shareholder approval at the 2025 AGM to be held on 8 July 2025 of a new buyback authority for the Company to make on market purchases of up to 40 per cent. of its Issued Share Capital implemented by way of share buyback (the "Share Buyback Authority"). Accordingly, the AGM Notice convening the 2025 AGM, which is set out on pages 21 and 22 of this document, sets out a resolution to be proposed to seek Shareholder approval of the Share Buyback Authority ("Share Buyback Resolution").

The Company has agreed with the Panel that the following persons are acting in concert in relation to the Company: Rupert Labrum and Hedley Clark, being the Executive Chairman and a Non-Executive Director respectively. Accordingly they (together with their close relatives and the related trusts of any of them) make up a concert party as defined by the Takeover Code (the "Concert Party"). As at the date of this document, the Concert Party has a combined interest in 41,780,673 Ordinary Shares, representing approximately 29.88 per cent. of the Existing Issued Share Capital. Further information on the Concert Party and its holdings are set out in paragraph 6 of this Part I and paragraph 4 of Part II of this document.

Any purchases by the Company of its own Ordinary Shares will reduce the Issued Share Capital and may thereby increase the Concert Party's holding to 30 per cent. or more of the resultant Issued Share Capital.

Under Rule 9 of the Takeover Code, when any person acquires an interest in shares which (taken together with shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of a company, such person shall extend offers to the holders of the other shares in company. Under Rule 37.1 of the Takeover Code, when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9. Subject to prior consultation, the Panel will normally waive any resulting obligation to make an offer under Rule 9 if there is a vote of independent shareholders.

The Panel has agreed to waive the obligation to make an offer that would otherwise arise under Rule 9 as a result of the Share Buyback Programme, subject to the approval of the Independent Shareholders. Accordingly, the Share Buyback Resolution will be conditional on Independent Shareholders passing on a poll the Rule 9 Waiver Resolution approving a waiver of the obligation for the Concert Party to make a general offer pursuant to Rule 37 of the Takeover Code.

The purpose of this document is to provide you with the background to the Rule 9 Waiver, explain why the Independent Director considers the Rule 9 Waiver and the Share Buyback Authority to be in the best interests of the Company and the Independent Shareholders as a whole, and sets out the action required to be taken by Shareholders.

This document also contains the AGM Notice convening the 2025 AGM, at which the Rule 9 Waiver Resolution referred to above will be proposed.

The 2025 AGM is to be held at 11:00 a.m. on 8 July 2025 at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ.

4.       Share Buyback Programme

At the 2024 AGM, the Company was given authority by Shareholders to purchase up to 34,957,742 Ordinary Shares in aggregate (being 25 per cent. of the then number of Ordinary Shares in issue). The Directors have previously sought buyback authorities to allow the Company to purchase Ordinary Shares through the London Stock Exchange if there was limited liquidity in the market, should the Directors consider it to be in the best interests of the Company and Shareholders as a whole. To date, the Company has not completed any buyback of Ordinary Shares pursuant to a share buyback authority.

There are no proposed management incentivisation arrangements as part of the Share Buyback Programme.

The Directors intend to seek Shareholders' consent to renew the buyback authority at the 2025 AGM. The terms of the Share Buyback Resolution to be proposed at the 2025 AGM are that the Company be authorised to make on market purchases or tender offer of up to 55,932,387 Ordinary Shares representing 40 per cent. of its Existing Issued Share Capital. The minimum price that can be paid for an Ordinary Share is 0.2p, being the nominal value of an Ordinary Share. The maximum price that can be paid is the higher of: (i) 5 per cent. over the average of the middle market prices for an Ordinary Share, derived from the Daily Official List of the London Stock Exchange, for the five business days  immediately before the day on which the Ordinary Share is contracted to be purchased; and (ii) the higher of the price of  the last independent trade, and the highest current independent bid on the trading venue where the purchase is carried out.

The Company will be under no obligation to buyback the maximum number of Ordinary Shares that the Share Buyback Authority allows and will consider the best course of action for the Company in light of the prevailing share price and investment opportunities at the relevant time.

The Board reserves the right to decide how much, if any, of the Issued Share Capital the Company will buyback under the Share Buyback Authority and may decide to not to implement the Share Buyback Programme entirely if the Board decides that it would not be in the best interests of the Company and Shareholders as a whole.

5.       Takeover Code

5.1       Application of the Code

The proposed Share Buyback Authority gives rise to certain considerations under the Takeover Code. The Takeover Code is issued and administered by the Takeover Panel. The Takeover Code applies to all takeover and merger transactions, however effected, where the offeree company is, among other things, a listed or unlisted public company resident in the United Kingdom, the Channel Islands or the Isle of Man (and to certain categories of private limited companies). The Company is a public company registered in the United Kingdom with its Ordinary Shares admitted to trading on AIM and its Shareholders are therefore entitled to the protections afforded by the Takeover Code.

The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.

Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person. An offer under Rule 9 must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Accordingly, pursuant to Rule 37 of the Takeover Code, if the Company was to acquire Ordinary Shares pursuant to the proposed Share Buyback Authority which resulted in the increase to the percentage of the voting rights which the Concert Party is considered to be interested in to 30 per cent. or more of the Issued Share Capital, the Concert Party may be required to make a general cash offer to all other Shareholders to acquire their Ordinary Shares, unless such obligation has been waived by the Takeover Panel, subject to the approval of Independent Shareholders. 

5.2       Panel Waiver

To enable the Company to buyback Ordinary Shares pursuant to the proposed Share Buyback Authority without triggering a mandatory offer obligation for the Concert Party, the Company has consulted with the Takeover Panel, which has agreed to waive the requirement, subject to the approval of Independent Shareholders, for the Concert Party and individual members of the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where the Concert Party or individual Concert Party member holding increases to 30 per cent. or more of the Issued Share Capital.

If the maximum number of Ordinary Shares (being 55,932,387 Ordinary Shares) are bought back and cancelled by the Company pursuant to the proposed Share Buyback Authority and assuming that: (i) no members of the Concert Party participate in the Share Buyback Programme; (ii) no further Ordinary Shares are issued by the Company; and (iii) there are no other changes in the Concert Party holding, then the Concert Party would, in aggregate, be considered to be interested in Ordinary Shares carrying a maximum of 49.80 per cent. of the resultant Issued Share Capital, which is the highest possible percentage of the Issued Share Capital the Concert Party would hold if the Share Buyback Authority is exercised in full.

In addition, based on the assumptions noted above, Rupert Labrum, Chairman of the Company, and his close relatives would, in aggregate, be considered to be interested in Ordinary Shares carrying a maximum of 43.42 per cent. of the resultant Issued Share Capital, which is the highest possible percentage of the Issued Share Capital Rupert Labrum and his close relatives could obtain if the Share Buyback Authority is exercised in full.

If the Rule 9 Waiver is approved, then the Concert Party will not be required to make an offer as a result of the implementation of the Share Buyback Authority. The proposed Share Buyback Authority will expire at the end of the next annual general meeting of the Company following the 2025 AGM or 12 months from the passing of the Share Buyback Resolution, whichever is the earlier.

Accordingly, the obligations under Rule 9 of the Takeover Code would be waived in relation to any exercise of the Share Buyback Authority. Following completion of the Share Buyback Programme, the members of the Concert Party will be interested in Ordinary Shares carrying in aggregate more than 30 per cent. of the voting rights of the Company but will not hold shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 and the other provisions of the Takeover Code.

Whether or not the Rule 9 Waiver is approved, the Concert Party will not be restricted from making an offer for the Company.

5.3       Concert Party Intentions

The Concert Party has confirmed to the Company that it is not proposing, following any increase in the percentage interests in the Issued Share Capital in which it is considered to be interested as result of the Share Buyback Programme, to seek any change in the general nature of the Company's business. The Concert Party has further confirmed that it has no intention to change the Company's plans with respect to: (i) the composition of the Board, nor the Company's plans with respect to the continued employment of employees and management of the Company (including any material change in conditions of employment) or any material change to the balance of skills and functions of the employees and management; (ii) the Company's future business and its strategic and development plans; (iii) the location of the Company's headquarters or headquarter functions or the location of the Company's place of business; (iv) employer contributions into any of the Company's pension schemes, the accrual of benefits for existing members, nor the admission of new members; (v) redeployment of the Company's fixed assets; or (vi) the continuation of the Ordinary Shares being admitted to trading on AIM.

6.       Background to and details of the Concert Party

6.1       Information on the Concert Party

The Concert Party Directors were both appointed to the Company after a requisition notice was presented to the Company on behalf of Rupert Labrum under section 303 of the CA 2006 in September 2020 to remove the then directors of the Company and replace them with the Concert Party Directors, as announced by the Company on 23 September 2020. The requisition notice was withdrawn, and the Concert Party Directors were appointed to the Board on 27 October 2020, along with Matthew Beardmore with the previous directors resigning from the Board at the same time or shortly thereafter. The Panel has agreed with the Company that Matthew Beardmore is not a member of the Concert Party.

Rupert Labrum, Executive Chairman, is a former investment banker, who retired after a successful career in the City of London. He was involved with Treasury and funding operations of international banks and building societies. He worked as a fund manager at Gartmore Investment Management and previously ran a proprietary derivatives trading desk at Deutsche Bank. Over the last several years, Mr Labrum has been an active investor in multiple private and publicly quoted companies. He has held notifiable positions in several AIM-quoted companies and is the Company's largest shareholder.

Hedley Clark, Non-Executive Director, is a Fellow of the Institute of Chartered Accountants in England and Wales. After nine years working in private practice, the last five at KPMG, he left to take up senior financial and management roles in various companies where he gained a wealth of international business experience. This included two successful start-ups. Until the recent sale of the business, for the last 12 years, Mr Clark's principal role had been as the Managing Director of Credence Background Screening Limited, a successful background screening company which, since his initial involvement in 2009, saw significant revenue and profits growth.

6.2       Current interests of the Concert Party

Table 1 below sets out the interests of each member of the Concert Party. Each member listed in Table 1 below are together considered to be acting in concert for the purposes of the Takeover Code and therefore form the Concert Party.

As at the date of this document, the Concert Party is considered to be interested in Ordinary Shares equating to an aggregate of 29.88 per cent. of the issued share capital of the Company. As at the date of this document, no other persons with whom the Concert Party is deemed to be acting in concert, including those persons and entities referred to below, had any interests in Ordinary Shares. The current interests of the individual members of the Concert Party in the Ordinary Shares are set out below:

Table 1

¹ Susan Labrum is the spouse of Rupert Labrum, and Georgina Labrum and Lucy Labrum are the adult children of Rupert and Susan.

² Elizabeth Clark is the spouse of Hedley Clark, and Harmim is a company in which Hedley and Elizabeth Clark are directors and shareholders.

³ Represented as a percentage of the Existing Issued Share Capital.

As at the Latest Practicable Date, Rupert Labrum and his close relatives are considered to be interested in Ordinary Shares equating to an aggregate of 26.05 per cent. of the issued share capital of the Company.

6.3       Maximum interests of the Concert Party following the Buyback

If the maximum number of Ordinary Shares (being 55,932,387 Ordinary Shares) are bought back and cancelled by the Company pursuant to the proposed Share Buyback Authority and assuming that: (i) no members of the Concert Party participate in the Share Buyback Programme; (ii) no further Ordinary Shares are issued by the Company; and (iii) there are no other changes in the Concert Party holding, then the Concert Party would, in aggregate, be considered to be interested in Ordinary Shares carrying a maximum of 49.80 per cent. of the resultant Issued Share Capital, which is the highest possible percentage of the Issued Share Capital the Concert Party could obtain if the Share Buyback Authority is exercised in full.

Based on the assumptions noted above, Rupert Labrum and his close relatives would, in aggregate, be considered to be interested in Ordinary Shares carrying a maximum of 43.42 per cent. of the resultant Issued Share Capital, which is the highest possible percentage of the Issued Share Capital Rupert Labrum and his close relatives could obtain if the Share Buyback Authority is exercised in full.

Table 2 below sets out the shareholdings and maximum voting rights of each member of the Concert Party in this event.

Table 2

7.       2025 AGM

You will find at the end of this document the AGM Notice convening the 2025 AGM, to be held at 11:00 a.m. on 8 July 2025 at Sackville House, 55 Buckhurst Avenue, Sevenoaks, Kent TN13 1LZ to consider and, if thought appropriate, pass the Resolutions set out therein.

The Rule 9 Waiver Resolution proposes to approve the Rule 9 Waiver conditionally granted by the Takeover Panel for the disapplication of Rule 9 following the undertaking by the Company of the Share Buyback Programme (whether in whole or in part). The Takeover Panel has confirmed that, subject to the Rule 9 Waiver Resolution being passed by the requisite majority of Independent Shareholders on a poll, no mandatory bid obligation would apply to the Concert Party (or any other persons with whom it may be acting in concert) under Rule 9 which would otherwise arise by virtue of the Share Buyback Programme. The Rule 9 Waiver Resolution seeks the approval of the Panel Waiver by Independent Shareholders.

The Rule 9 Waiver Resolution will be proposed as an ordinary resolution. In accordance with the requirements of the Takeover Code, no members of the Concert Party nor any persons with who are considered to be acting in concert with the Concert Party are permitted to vote on the Rule 9 Waiver Resolution.

8.       Action to be taken

Please submit your hard copy proxy form by post or by hand to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX by no later than 11:00 a.m. on 4 July 2025 or 48 hours (excluding any part of a day that is not a working day) before the time fixed for any adjourned meeting. Alternatively, Shareholders are recommended to use the Company's registrars online proxy voting service. This service is free to use, and Shareholders can register their vote(s) for the 2025 AGM by visiting www.shareregistrars.uk.com, clicking on the "Proxy Vote" button and then following the on-screen instructions (you can locate your user name and access code on the top of the proxy form).

If you require a hard copy Form of Proxy (or assistance with how to complete, sign and return it) please call Share Registrars Limited on +44 (0)1252 821390. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 9:00 a.m. to 5:00 p.m., Monday to Friday, excluding public holidays in England and Wales.

If you hold Ordinary Shares in uncertificated form (i.e. in CREST), you may appoint a proxy for the 2025 AGM by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual issued by Euroclear UK & International Limited so that it is received by Share Registrars Limited (under CREST Participation ID 7RA36) by no later than 11:00 a.m. on 4 July 2025. The time of receipt will be taken to be the time from which the registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

You are encouraged to appoint the Chairman of the 2025 AGM as your proxy.

9.       Recommendation

The Independent Director, Matthew Beardmore, who has been so advised by Cairn, considers the Rule 9 Waiver and Share Buyback Authority to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. Accordingly, the Independent Director recommends that Independent Shareholders vote, or procure the vote, in favour of the Rule 9 Waiver Resolution and Share Buyback Resolution (as set out in the AGM Notice) to be proposed at the 2025 AGM.  In providing advice to the Independent Director, Cairn has taken into account the Independent Director's commercial assessments.

In accordance with the provisions of the Takeover Code, the Concert Party Directors (being members of the Concert Party), being Rupert Labrum and Hedley Clark, are considered to be interested in the outcome of the Rule 9 Waiver Resolution and, accordingly, each of them will not vote on the Rule 9 Waiver Resolution.

Thank you, on behalf of the Board, for your continued support of Primorus.

Yours faithfully

Rupert Labrum

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1)     Each of the times and dates set out in the above timetable and mentioned in this document are subject to change by the Company, in which event details of the new times and dates will be notified by an announcement through a Regulatory Information Service.

(2)     References to times in this document are to London times unless otherwise stated.

DEFINITIONS

All references to legislation or regulation in the document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation in the document shall include any amendment, modification, supplement, re-enactment, or extension thereof.