25 November 2015
Cenkos Securities plc
("Cenkos" or the "Company")
Result of Tender Offer and Directors' Interests
The Company today announces the result of the Tender Offer set out in the shareholder circular published by the Company on 30 October 2015 (the "Circular"). The Tender Offer closed at 1.00 p.m. on 24 November 2015.
Result of Tender Offer
Under the Tender Offer, 15,837,486 Ordinary Shares were validly tendered and 4,450,000 Ordinary Shares will be purchased at a price per Ordinary Share of £1.80, for an aggregate purchase price of £8.01 million. The Ordinary Shares to be purchased under the Tender Offer represent approximately 7.28 per cent. of the Company's issued ordinary share capital.
It is anticipated that the proceeds payable under the Tender Offer to the Company's shareholders who hold their Ordinary Shares in certificated form will be despatched no later than 4 December 2015 in the form of a cheque. Those shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited no later than 4 December 2015.
As set out in the Circular, the Ordinary Shares will be purchased by Smith & Williamson and/or an Affiliate pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from Smith & Williamson and/or any Affiliate under the terms of the Repurchase Agreement described in the Circular. The Company intends to cancel the Ordinary Shares purchased by it under the Repurchase Agreement, reducing the number of Ordinary Shares in issue from 61,144,783 Ordinary Shares to 56,694,783 Ordinary Shares.
Qualifying Optionholders
As described in the Circular, the Company conditionally offered Qualifying Optionholders the opportunity to cancel up to 7.28 per cent. of their Qualifying Options. The Company has agreed to cancel 687,768 Qualifying Options on the terms described in the Circular.
Directors' Interests
As described in the Circular, certain of the directors of the Company, namely Jim Durkin, Paul Hodges, Jeremy Warner Allen, Joe Nally and Nicholas Wells (the "Tendering Directors"), agreed to tender their entire Tender Offer Entitlement in the event that valid acceptances were received for the maximum number of Ordinary Shares available for purchase under the Tender Offer so as to maintain their existing percentage shareholdings in the Company's issued ordinary share capital.
With the number of Ordinary Shares tendered representing more than the maximum number of Ordinary Shares available for purchase under the Tender Offer, the Tendering Directors have each tendered their full Tender Offer Entitlement under the Tender Offer.
The Directors' participation in the Tender Offer is set out below:
|
Number of Ordinary Shares prior to the Tender Offer |
Percentage of issued share capital prior to the Tender Offer |
Number of Ordinary Shares sold under the Tender Offer at £1.80 per Ordinary Share |
Number of Ordinary Shares following the Tender Offer |
Percentage of issued ordinary share capital following cancellation of the Tender Offer shares
|
Gerry Aherne
|
55,000 |
0.09% |
0 |
55,000 |
0.10% |
Jim Durkin
|
5,212,698 |
8.53% |
379,035 |
4,833,663 |
8.53% |
Jeff Hewitt
|
48,121 |
0.08% |
0 |
48,121 |
0.08% |
Anthony Hotson
|
32,860 |
0.05% |
0 |
32,860 |
0.06% |
Mike Chilton
|
14,115 |
0.02% |
0 |
14,115 |
0.02% |
Jeremy Warner Allen
|
1,482,356 |
2.42% |
107,577 |
1,374,779 |
2.42% |
Joe Nally
|
1,142,248 |
1.87% |
82,819 |
1,059,429 |
1.87% |
Paul Hodges
|
5,364,885 |
8.77% |
390,115 |
4,974,770 |
8.77% |
Nicholas Wells |
2,320,597 |
3.80% |
168,597 |
2,152,000 |
3.80% |
Capitalised terms used in this announcement have the same meanings given to them in the Circular.
Enquiries:
|
|
Jim Durkin Chief Executive Officer Cenkos Securities plc
|
+44 20 7397 8900 |
Dr Azhic Basirov / David Jones / Ben Jeynes Nominated Adviser and Broker Smith & Williamson Corporate Finance Limited
|
+44 20 7131 4000 |
David Rydell / Duncan Mayall Bell Pottinger
|
+44 20 7861 3800 |