Proposed Tender Offer

Goodwin PLC

05 May 2023

 

5 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

Goodwin PLC

("Goodwin", the "Company" or the "Group")

Proposed Tender Offer of up to 180,000 Shares at £48.00 per Ordinary Share

Goodwin PLC (LSE: GDWN), announces that it is proceeding with a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares at the Tender Price of £48.00 per Ordinary Share ("Tender Price").  The Tender Offer is for a maximum of 180,000 Ordinary Shares and the Tender Price represents:

·    a premium of approximately 25 per cent. to the closing price of £38.55 per Ordinary Share on the Latest Practicable Date; and

·    a premium of approximately 23 per cent. to the volume weighted average price per Ordinary Share over the one month to the Latest Practicable Date.

Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so.  Qualifying Shareholders have a Guaranteed Entitlement to tender approximately 2.34 per cent. of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number.

The Company expects to post later today a circular (the "Circular") to shareholders to provide information about the background to and reasons for the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Company and Shareholders as a whole and unanimously recommends they vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors have irrevocably undertaken to do for their respective individual beneficial holdings of, in aggregate, 310,371 Ordinary Shares, representing approximately 4.04 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.

The implementation of the Tender Offer, along with any subsequent potential share buyback if the Tender Offer is not taken up in full, requires Shareholder approval by way of an ordinary resolution.  The Resolutions will be proposed at the General Meeting of the Company to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m. (the "General Meeting"). The Company will not be able to purchase any Ordinary Shares pursuant to the Tender Offer unless the Resolutions are duly passed.

The Circular also contains further details on the procedure that should be followed by those Qualifying Shareholders wishing to participate in the Tender Offer.

A copy of the Circular will be published on the Company's website later today at www.goodwin.co.uk and copies of the Circular will also be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/nsm. A Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer is also being despatched with the Circular. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.

The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at the Record Date.

The Tender Offer is to be effected by Shore Capital Stockbrokers Limited ("Shore Capital") (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders.  Shore Capital, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price under a repurchase agreement (the "Repurchase Agreement"), details of which are set out further below.  All Ordinary Shares purchased by the Company from Shore Capital pursuant to the Repurchase Agreement will be cancelled.

The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself.  Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position.  Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.

This summary should be read in conjunction with the full text of this announcement and the Circular.

The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

The person responsible for arranging the release of this announcement on behalf of the Company is Timothy Goodwin, Chairman.

BACKGROUND TO, REASONS FOR AND BENEFITS OF THE TENDER OFFER

Background to and reasons for the Tender Offer

The Board continually reviews the Company's capital allocation to maximise long-term returns to Shareholders. Whilst the Board continues to explore further growth opportunities, due to the strong cash generation of the Company, its robust balance sheet, coupled with recent growth in workload, as highlighted in its interim results for the six months ended 31 October 2022, the Company has a sufficiently high level of funds available to it that is surplus to its short-term requirements.  As such, the Board has decided to provide Qualifying Shareholders with the opportunity of returning value to them through a capital distribution in addition to the existing dividend policy.

The Board considers that a Tender Offer would be the most suitable way of returning capital to Shareholders in a quick and efficient manner, taking into account the costs, complexity and timeframes of other methods, as well as the possible tax treatment and equality of treatment of Shareholders.

The Board also notes the Ordinary Shares are sometimes illiquid and believes that the Tender Offer provides an opportunity for Qualifying Shareholders to sell a portion of their Goodwin PLC shareholding without materially impacting the share price.

The Board, with its continuing prudent approach to capital allocation, confirms that the Company has sufficient working capital headroom to complete the Tender Offer and Buyback after monitoring the Group's working capital requirements, the funding of the potential future growth of the business and to ensure the Company's ability to maintain its dividend policy.

Benefits of the Tender Offer for Shareholders

The benefits of the Tender Offer for Shareholders as a whole are that:

·    it is available to all Qualifying Shareholders, regardless of the size of their holdings;

·    sales of Ordinary Shares in the Tender Offer are at the same price for all sales (and at a premium as noted above (subject to any changes in the market price of Ordinary Shares following the Latest Practicable Date)) so will not impact the share price, which individual sales outside of the Tender Offer may do due to the illiquid nature of the Ordinary Shares;

·    enables Ordinary Shares to be sold free of commissions or charges that would otherwise be payable if Qualifying Shareholders were to sell their Ordinary Shares through their broker; and

·    it permits Shareholders who wish to retain their current investment in the Company to do so and no Shareholder is required to participate in the Tender Offer.

The Tender Offer will reduce the number of Ordinary Shares in issue, and so should, assuming earnings stay the same, have a positive impact on the Group's earnings per share (as the Company intends, shortly following the completion of the Tender Offer, to cancel all of the Ordinary Shares acquired in connection with the Tender Offer).

THE TENDER OFFER

Overview of the Tender Offer

Full details of the Tender Offer, including the terms and conditions on which it is made, will be set out in the Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares.

All Qualifying Shareholders who are on the Register at 6.00 p.m. on 30 May 2023 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by Shore Capital, acting as principal, pursuant to the requirements set out in the Circular.

Subject to satisfaction of the Conditions to the Tender Offer, Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at a price of £48.00 per Ordinary Share, a premium of approximately 25 per cent. to the closing price on the Latest Practicable Date.

The Issued Ordinary Share Capital on the Latest Practicable Date was 7,689,600.  If the Tender Offer is implemented in full, this will result in the purchase of 180,000 Ordinary Shares (representing approximately 2.34 per cent. of the Issued Ordinary Share Capital on the Latest Practicable Date).  The Issued Ordinary Share Capital following the cancellation of the Ordinary Shares (which will occur shortly after the Company has acquired all validly tendered and purchased Ordinary Shares from Shore Capital) if the Tender Offer is implemented in full will be 7,509,600.

The Tender Offer is to be effected by Shore Capital (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders.  Shore Capital, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price under the Repurchase Agreement, details of which will be set out in the Circular.  All Ordinary Shares purchased by the Company from Shore Capital pursuant to the Repurchase Agreement will be cancelled.

Options available to Shareholders in respect of the Tender Offer

Option one - wish to participate - action required

Each Qualifying Shareholder who wishes to participate in the Tender Offer is required to submit a tender by 1.00 p.m. on 30 May 2023 to sell some or all of their Ordinary Shares.

The total number of Ordinary Shares tendered by any Qualifying Shareholder should not exceed the total number of Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date.  For example, a Qualifying Shareholder may decide to tender 50 per cent. of their Ordinary Shares, but if a Qualifying Shareholder returned a tender purporting to offer for sale more than 100 per cent. of their Ordinary Shares, they would be deemed to have tendered only the number of Ordinary Shares actually owned by that Shareholder on the Record Date, with the tender in respect of any additional shares being deemed invalid.

Once made, any tender of Ordinary Shares will be irrevocable.

The Tender Offer will open on 5 May 2023 (unless such date is altered by the Company in accordance with the Tender Offer).  The Tender Offer will close at 1.00 p.m. on 30 May 2023 and tenders received after that time will not be accepted (unless the Closing Date is extended by the Company in accordance with the Tender Offer).

Option two - do not wish to participate - no action required

Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so.  If no action is taken by Qualifying Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.

Guaranteed Entitlement

The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed.  Tenders in respect of approximately 2.34 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down.  This percentage is known as the "Guaranteed Entitlement".  Qualifying Shareholders may tender Ordinary Shares in excess of their Guaranteed Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date ("Excess Entitlement") and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less than their Guaranteed Entitlement, those Qualifying Shareholders may be able to utilise such Excess Entitlement through the Tender Offer.

AUTHORITY TO BUY BACK ORDINARY SHARES

If fewer than 180,000 Ordinary Shares are tendered by Shareholders through the Tender Offer due to insufficient uptake, the Board also intends to undertake a share buyback pursuant to which it would seek to acquire such number of Ordinary Shares as, when aggregated with the Ordinary Shares tendered in the Tender Offer, equals 180,000 Ordinary Shares.

At the General Meeting, approval will therefore be sought for authority to buy back up to a maximum of 180,000 Ordinary Shares, representing approximately 2.34 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date (the "Buyback Authority").

The Buyback Authority will, should the Tender Offer not be fully taken up, provide the Company with a general authority to buy back Ordinary Shares which will be used only to take the aggregate number of Ordinary Shares acquired in the Tender Offer together with any market purchases, to 180,000 Ordinary Shares.

IRREVOCABLE UNDERTAKINGS

The Company has received  irrevocable undertakings from each of the members of the Concert Party not to participate in the Tender Offer (other than in respect of 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney).  Each of the members of the Concert Party, and Nigel Brown, a director, have also each undertaken to vote in favour of the Resolutions and not to sell, or otherwise dispose of, the Ordinary Shares which are the subject of the undertaking.

CURRENT TRADING AND PROSPECTS

Further to the announcement of the Group's interim results for the period ended 31 October 2022, the Mechanical Engineering division's activity levels are set to increase due to the Group's workload (forward order book), which, at the date of this document, stands at £286 million and contains a growing proportion of contracts that now span multiple years. However, the profitability within the Mechanical Engineering division has not yet taken a step forward, as it will take time for the activity levels to increase before the benefit of the increased workload can be reflected in the financial statements.

The profitability of the Refractory Engineering division has, on the whole, remained buoyant and in line with the Board's expectations.

Continued uncertainty remains surrounding the macro-economic outlook and a fall in consumer confidence within the wider economy continues to be a concern. As a result, the Board continues to expect the pre-tax profits in the second half of its financial year ended 30 April 2023 to be similar to the first half, which would result in a modest increase in annual pre-tax profit versus the year before.

The Group's significant capital investment programmes are drawing to a close, the benefits of which will continue to be seen in the medium and long-term. The Group will continue to focus on delivering existing orders, as well as those still being pursued.

DIVIDENDS

Successfully tendered Ordinary Shares will, once acquired by the Company from Shore Capital pursuant to the Repurchase Agreement following the closing of the Tender Offer, be cancelled and will not rank for any future dividends.

TAX

Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer.  A guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HM Revenue & Customs practice will be set out in the Circular.

Shareholders who are subject to tax in a jurisdiction other than the UK, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.

concert party

Rule 9 of the Takeover Code

For the purposes of the Takeover Code, certain Directors and their families and related trusts are deemed by the Takeover Panel to be acting in concert (together, the "Concert Party"). The Concert Party own, in aggregate, 4,145,259 Ordinary Shares (including 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney) representing approximately 53.91 per cent. of the issued Ordinary Share capital of the Company as at the Latest Practicable Date. 

Rule 9 of the Takeover Code applies to any person who acquires an interest in shares which, whether by a series of transactions over a period of time or not, when taken together with shares in which persons acting in concert with him are interested carry thirty per cent. (30%) or more of the voting rights of a company which is subject to the Takeover Code. Any such person is required, in the absence of a waiver, to make a general offer to all shareholders of that company and also to the holders of any other class of transferable securities carrying voting rights to acquire their securities in cash at not less than the highest price paid by such person, or by any person acting in concert with him, for any interest in shares within the 12 months prior to the offer. Such an offer under Rule 9 of the Takeover Code must also be made, in the absence of a waiver, where any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than thirty per cent. (30%) of the voting rights of a company but does not hold shares carrying more than fifty per cent. (50%) of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increase the percentage of shares carrying voting rights in which he is interested.

Where such person is a director, or the group of persons acting in concert includes directors, of a company, the acquisition of Ordinary Shares by the Company through a Tender Offer would normally be treated as an acquisition for the purposes of Rule 9, where it would have the effect of increasing the percentage holdings of (but not necessarily the number of shares actually or beneficially held by) that person or group of persons acting in concert, depending on the level of take up of the Tender Offer and the identity of the participating Qualifying Shareholders.

Having regard to: (a) the maximum number of Ordinary Shares that may be acquired and cancelled by the Company under the Tender Offer and the Repurchase Agreement; (b) the beneficial interests of the Concert Party in Ordinary Shares disclosed to the Company as at the Latest Practicable Date; and (c) the impact of the Irrevocable Undertakings received from members of the Concert Party, the Board notes that the aggregate holding of the Concert Party would increase to 55.20 per cent. of the issued Ordinary Share capital as at the Latest Practicable Date.

Consequently, the application of Rule 9 of the Takeover Code in the circumstances and context of the Tender Offer would not result in the Concert Party being subject to an obligation to make an offer for the Company. Furthermore, Shareholders should be aware that, for so long as the Concert Party's aggregate holding of the voting rights in Company remains above fifty per cent. (50%) (which will be the case even if the maximum number of Ordinary Shares is validly tendered and accepted under the Tender Offer as each member of the Concert Party has irrevocably agreed not to participate in the Tender Offer), the Concert Party will remain free to increase its shareholding without being subject to any obligation to make a general offer to all Shareholders under Rule 9 of the Takeover Code. Furthermore, individual members of the Concert Party would be free to purchase further Ordinary Shares to take their personal holdings to 29.9 per cent. (29.9%) of the issued Ordinary Share capital of the Company without incurring an obligation to make a general offer to all Shareholders under Rule 9 of the Takeover Code.

If at any time after completion of the Tender Offer: (i) the Concert Party's aggregate holding of the issued share capital of the Company falls below fifty per cent. (50%) but not less than thirty per cent. (30%); and (ii) the Concert Party subsequently acquires more voting rights, then the Concert Party will normally be required by the Takeover Panel to make a general offer to purchase all shares from all shareholders of the Company pursuant to and in accordance with Rule 9 of the Takeover Code, unless an exempting condition applies, or if a dispensation or waiver from the Takeover Panel is obtained (where available) and, if required, such dispensation or waiver is approved by Shareholders.

Concert Party composition

The Concert Party comprises the following persons:

Shareholder	Current Shareholding, including spouses and children under the age of 18	Current % of issued share capital	Resulting % of issued share capital on the basis of a full take up under the Tender Offer
Richard S Goodwin (and his wife Gillian C Goodwin)	21,670*	0.28%	0.29%
John W Goodwin (and his wife Elizabeth M Goodwin)	52,041	0.68%	0.69%
J M Securities Limited, wholly owned directly by JM Overseas Trust 1	2,154,009	28.01%	28.68%
J M Securities (No. 3) Limited, a wholly owned subsidiary of J M Securities Limited, and in turn accordingly wholly owned indirectly by JM Overseas Trust 1	1,492,036	19.40%	19.87%
John W Goodwin Children's Trust	14,166	0.18%	0.19%
Matthew S Goodwin (and his wife Jemma Goodwin)	69,054	0.90%	0.92%
Simon R Goodwin (and his wife Shelley N Goodwin)	78,786	1.02%	1.05%
Bernard R E Goodwin (and his wife Hannah L Goodwin)	54,536	0.71%	0.73%
Tim J W Goodwin (and his wife Sophie A Goodwin)	118,926	1.55%	1.58%
Cristina I. Snow (and her husband James John Ballentine Snow)	38,605	0.50%	0.51%
Jennifer M. Lloyd Webber (and her husband Alistair Adam Lloyd Webber)	39,446	0.51%	0.53%
Joan Margaret Edge	11,984	0.16%	0.16%
Total	4,145,259	53.91%	55.20%

*included within this holding are 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin holds a Lasting Power of Attorney

GENERAL MEETING

Implementation of the Tender Offer requires the approval of certain matters by Shareholders at a general meeting of the Company. Accordingly, a notice will be set out at the end of the Circular convening the General Meeting to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May 2023.

Two resolutions will be proposed at the General Meeting, both of which are ordinary resolutions, the passing of which requires a majority of the votes cast (whether in person or by proxy) to be in favour.

The Tender Offer Resolution (Resolution 1), which is an ordinary resolution, seeks authority to make market purchases of Ordinary Shares pursuant to the Repurchase Agreement.  The Resolution specifies the maximum number of Ordinary Shares which may be acquired, and the price at which Ordinary Shares may be acquired, pursuant to this authority.  The authority sought will expire on 30 September 2023.

Resolution 2, which is an ordinary resolution, seeks authority to make market purchases of Ordinary Shares up to a maximum of 180,000 Ordinary Shares in the Company (representing approximately 2.34 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date) and specifies the maximum and minimum prices at which Ordinary Shares may be acquired.  The Buyback Authority will be used only to take the aggregate number of Ordinary Shares acquired in both the Tender Offer and pursuant to the Buyback Authority, to 180,000 Ordinary Shares.  The authority sought will expire at the conclusion of the AGM of the Company to be held in 2023.

RECOMMENDATION

The Board considers the Tender Offer and the Resolutions to be in the best interests of Shareholders as a whole.  Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 310,371 Ordinary Shares, representing approximately 4.04 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.

The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself.  Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position.  Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.

Expected timetable of principal events

	2023
Announcement of the Tender Offer, Tender Offer opens and publication of the Circular	5 May
Latest time and date for receipt of Forms of Proxy for the General Meeting	10:00 a.m. on 25 May
General Meeting	10.00 a.m. on 30 May
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated Ordinary Shares (i.e., close of the Tender Offer)	1:00 p.m. on 30 May
Latest time and date for settlement of TTE Instructions for tendered uncertificated Ordinary Shares (i.e. close of the Tender Offer)	1:00 p.m. on 30 May
Record Date for the Tender Offer	6:00 p.m. on 30 May
Announcement of the results of the Tender Offer	31 May
Unconditional Date for the Tender Offer and purchase of Ordinary Shares under the Tender Offer	31 May
CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares)	14 June
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares	14 June
Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares	14 June
Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares	14 June
Despatch of balance share certificates in respect of unsold Ordinary Shares in certificated form	14 June

Notes:

All references to times in the timetable above are to London times.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

AGM	annual general meeting;
Board or Directors	the board of directors of the Company;
Business Day	a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business;
certificated or in certificated form	recorded on the Register as being held in certificated form (that is, not in CREST);
Circular	the circular containing details of the above Tender Offer and buyback to be sent to Shareholders;
Closing Date	30 May 2023 or such other date as may be determined in accordance with the Circular;
Company	Goodwin PLC, a public limited company incorporated in England and Wales with registered number 00305907, whose registered office is at Ivy House Foundry, Hanley, Stoke-On-Trent, ST1 3NR;
Computershare	Computershare Investor Services PLC, a limited company incorporated in England and Wales with registered number 03498808, whose registered office is at The Pavilions, Bridgwater Road, Bristol, BS99 6AH;
Concert Party	the persons deemed by the Takeover Panel to be acting in concert as set out above;
Conditions	has the meaning given to that term in the Circular;
CREST	the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;
FCA or Financial Conduct Authority	the Financial Conduct Authority of the United Kingdom;
Form of Proxy	the form of proxy to be enclosed with the Circular (where applicable) for use by Shareholders in connection with the General Meeting;
FSMA	Financial Services and Markets Act 2000, as amended from time to time;
General Meeting	the General Meeting of the Company to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m.;
Group	the Company, together with its subsidiaries and subsidiary undertakings;
Guaranteed Entitlement	has the meaning given to that term under "Guaranteed Entitlement" above;
Issued Ordinary Share Capital	the Company's issued ordinary share capital, excluding any treasury shares from time to time;
Latest Practicable Date	4 May 2023, being the latest practicable date prior to the publication of this announcement;
Listing Rules	the listing rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time;
London Stock Exchange	London Stock Exchange plc;
Main Market	the main market for listed securities maintained by the London Stock Exchange;
Market Abuse Regulation	Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and any implementing legislation, in each case as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018;
Notice of General Meeting	the notice of the General Meeting which will be set out at the end of the Circular;
Ordinary Shares	ordinary shares with a nominal value of 10 pence each in the capital of the Company;
Overseas Shareholder	a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom;
Qualifying Shareholders	Shareholders other than those with a registered address in any of the Restricted Jurisdictions;
Receiving Agent	Computershare Investor Services PLC;
Record Date	6.00 p.m. on 30 May 2023 or such other time and date as may be determined by the Company;
Register	the register of members of the Company;
Registrar	Computershare Investor Services PLC;
Repurchase Agreement	the purchase agreement entered into between the Company and Shore Capital Stockbrokers described further above;
Resolutions	the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting;
Restricted Jurisdictions	Australia, Canada, the Republic of Ireland, Japan, New Zealand, the Republic of South Africa, Switzerland, the United States of America and any other jurisdiction which the Company and/or Shore Capital considers will impose an unacceptable legal or regulatory burden in connection with the making of the Tender Offer in such jurisdiction;
Shareholders	holders of Ordinary Shares from time to time;
Shore Capital	together, (i) Shore Capital and Corporate; and (ii) Shore Capital Stockbrokers;
Shore Capital and Corporate	Shore Capital and Corporate Limited, the Company's financial adviser;
Shore Capital Stockbrokers	Shore Capital Stockbrokers Limited, the Company's broker;
Subsidiary	has the meaning given to that term in section 1159 of the Companies Act 2006;
Subsidiary Undertaking	has the meaning given to that term in section 1162 of the Companies Act 2006;
Takeover Code	the City Code on Takeovers and Mergers;
Tender Form	the tender form to be issued with the Circular to Qualifying Shareholders who hold their Ordinary Shares in certificated form;
Tender Offer	the invitation by Shore Capital to Shareholders to tender Ordinary Shares for purchase by Shore Capital on the terms and subject to the conditions to be set out in the Circular and also, in the case of certificated Ordinary Shares only, the Tender Form (and, where the context so requires, the associated repurchase of such Ordinary Shares by the Company from Shore Capital);
Tender Offer Resolution	has the meaning given to that term as set out further above;
Tender Price	£48.00, being the price per Ordinary Share at which Ordinary Shares will be purchased pursuant to the Tender Offer;
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland;
Uncertificated or in Uncertificated Form	recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
Unconditional Date	the date on and time at which the Tender Offer becomes unconditional, which is expected to be on 31 May 2023; and
US or United States	the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction.

J. MARTIN

Company Secretary.

ENDS

 

END