Result of Tender Offer

RNS Number : 7829T

Nexus Infrastructure PLC

22 March 2023

 

22 March 2023

Nexus Infrastructure plc

("Nexus" or the "Company" or the "Group")

Result of Tender Offer

Nexus Infrastructure plc ("Nexus") is pleased to announce the results of the Tender Offer, details of which were set out in the circular published by the Company on 28 February 2023 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 38,650,306 Ordinary Shares, representing 83.7 per cent. of the Company's Issued Share Capital as at the Record Date at a Tender Price of 163 pence.

Under the Tender Offer, valid applications to tender shares were received in respect of 37,147,878 Ordinary Shares, equal to 96.1% of the total number of Ordinary Shares subject to the Tender Offer.  As such, all valid tenders have been accepted and will be purchased in full. Accordingly, a total of 37,147,878 Ordinary Shares will be purchased under the Tender Offer and subsequently cancelled on 24 March 2023.

The total value to be returned to Shareholders pursuant to the Tender Offer will therefore be approximately £60.6 million. The target return was approximately £63 million and the surplus £2.4 million of cash will be retained by the Company. Payment of the consideration due to Shareholders whose tender applications under the Tender Offer have been accepted is expected to be despatched (by cheque or by a CREST payment, as appropriate) on or before 3 April 2023.

Directors' interests

Following completion of the purchase of Ordinary Shares pursuant to the Tender Offer, the Board will be interested in a total of 19.67 per cent. of the Company's total issued Ordinary Shares. The interests of each Director (and their connected persons) will be as follows:

PDMR	Position	% of Company's total issued Ordinary Shares prior to Tender Offer	Number of Ordinary Shares validly tendered	Number of Ordinary Shares held immediately following the Tender Offer	% of Company's total issued Ordinary Shares immediately following the Tender Offer
Mike Morris(1)	NED	21.82%	8,395,008	1,679,002	18.58%
Charles Sweeney	CEO	0.31%	101,365	39,541	0.44%
Dawn Hillman(2)	CFO	0.22%	70,329	32,020	0.35%
Richard Kilner	Chairman	0.12%	44,285	8,857	0.10%
Alex Wiseman(3)	NED	0.11%	44,167	8,833	0.10%
Rob Kendal	Managing Director Tamdown	0.10%	37,916	7,684	0.09%
Ffion Griffith	NED	0.01%	4,266	853	0.01%

1)  Mike Morris' holding includes Ordinary Shares held by his spouse

2)  Dawn Hillman's holding includes Ordinary Shares held by her spouse

3)  Alex Wiseman's holding includes Ordinary Shares held by his spouse

Total voting rights

Following the implementation of the Tender Offer and the cancellation of the tendered 37,147,878 Ordinary Shares, expected to occur on 24 March 2023, the total number of Ordinary Shares in issue in the Company will be 9,034,307. Nexus does not hold any shares in treasury, and, therefore, the total number of voting shares in Nexus in issue will be 9,034,307 from 24 March 2023. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used in this announcement (unless otherwise defined) have the meanings set out in the Circular. References in this announcement to the cancellation of tendered Ordinary Shares, or to the issued Ordinary Shares following the Tender Offer, are on the assumption that Numis exercises its put option (or the Company exercises its call option) in each case pursuant to the Option Agreement.

Enquiries:

Nexus Infrastructure plc Charles Sweeney, Chief Executive Officer Dawn Hillman, Chief Financial Officer	Tel: [phone]
Numis Securities Limited Nominated Adviser & Broker Oliver Hardy (Nomad)   Heraclis Economides	Tel: [phone]
Financial Public Relations Camarco Ginny Pulbrook Rosie Driscoll	Tel: [phone]

In accordance with DTR 3.1 and Article 19 of The Market Abuse Regulation, the Company was notified on 22 March 2023 that the Directors and Persons Discharging Management Responsibilities ("PDMR") listed below sold Ordinary Shares in the Company in London at a sales price of £1.63 per Ordinary Share.

1)	Details of the person discharging managerial responsibility
a)	Name	Mike Morris
2	Reason for the notification
a)	Position/status	NED
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 8,395,008
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Charles Sweeney
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 101,365
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Dawn Hillman
2	Reason for the notification
a)	Position/status	CFO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 70,329
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Richard Kilner
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 44,285
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Alex Wiseman
2	Reason for the notification
a)	Position/status	NED
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 44,167
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Rob Kendal
2	Reason for the notification
a)	Position/status	Managing Director Tamdown
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 37,916
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

1)	Details of the person discharging managerial responsibility
a)	Name	Ffion Griffith
2	Reason for the notification
a)	Position/status	NED
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nexus Infrastructure plc
b)	LEI	213800PUGVLUONLG9Y20
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of £1.63 each. ISIN GB00BZ77SW60
b)	Nature of the transaction	Sale of ordinary shares pursuant to Tender Offer
c)	Price(s) and volume(s)	Price(s) Volume(s) (a) £1.63 4,266
d)	Aggregated information - Aggregated volume - Price	Not applicable.
e)	Date of the transaction	22 March 2023
f)	Place of the transaction	London Stock Exchange, AIM

 

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