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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 29 October 2018 to repurchase up to 550,254 ordinary shares of 0.00001 pence in the capital of the Company (the "Ordinary Shares") at a purchase price of 1102 pence per Ordinary Share (the "Buy-back"), to return up to approximately £6.06million (before expenses) to shareholders in accordance with the approval granted by shareholders at the annual general meeting of the Company held on 25 June 2018.
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 29 October 2018:
Martin Campbell (Trading) |
+44 (0) 20 7496 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 in certain circumstances, as detailed below.
The Company will repurchase up to a maximum of 550,254 Ordinary Shares, representing approximately 15.0 per cent. of the Company's issued share capital (excluding Ordinary Shares held in treasury) at a fixed price of 1102 pence per Ordinary Share, 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 1102 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, following receipt of the net cash consideration in respect of the disposal of Impetus Automotive Limited (further details of which were announced on 4 October 2018), are approximately £39 million at the date of this announcement . 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 24 October 2018 the Company has 6,207,074 Ordinary Shares in issue and admitted to trading on AIM. The Company holds 2,538,711 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 3,668,363 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 |
921,310 |
25.12% |
Nicholas Lander |
493,449 |
13.45% |
Total |
1,414,759 |
38.57% |
The Concert Party members intend to participate in the Buy-back at least on a pro-rata basis, relative to their holdings, in order to maintain and potentially reduce their individual and combined percentage shareholdings, following completion of the Buy-back. The price paid (before expenses) for any Ordinary Shares repurchased from the Concert Party will be 1102 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 at least 15.0 per cent. of their current shareholding, equivalent to at least 38.57 per cent. of the Buy-back.
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 |
25 October 2018 |
Close of Buy-back |
3.00 p.m. on 29 October 2018 |
Announcement of Result of Buy-back |
30 October 2018 |
*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 David Buchler, Non-executive Chairman Jonathan Lander, CEO Nick Lander, COO |
Tel: +44 20 7634 9707 |
N+1 Singer (Nominated Adviser and Broker) Aubrey Powell Lauren Kettle |
Tel: + 44 20 7496 3000 |
