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Blancco Tech Grp PLC (BLTG)

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Friday 06 May, 2016

Blancco Tech Grp PLC

Result of Tender Offer

RNS Number : 4326X
Blancco Technology Group PLC
06 May 2016
 

 

Blancco Technology Group plc

Result of Tender Offer

Tender offer fully subscribed, with £50 million to be returned to shareholders

20,833,333 Ordinary Shares to be repurchased at 240 pence per Ordinary Share

Directors' Dealings

Blancco Technology Group plc ("Blancco" or the "Company") today announces the final results of the Tender Offer, details of which were set out in the circular to Shareholders published by the Company on 6 April 2016 (the "Circular").

A total of 26,782,040 Ordinary Shares were validly tendered by Shareholders. A total of 20,833,333 Ordinary Shares were accepted for purchase by Peel Hunt at a price per Ordinary Share (the "Strike Price") of 240 pence, for a total cost of £50 million. This represents approximately 26.4 per cent of the Company's Issued Ordinary Share Capital as at 5 May 2016. 

In accordance with the terms of the Tender Offer, all valid tenders submitted at or below 240 pence per Ordinary Share, as well as valid tenders submitted as Strike Price Tenders, will be scaled down pro-rata to the total number of Ordinary Shares tendered by Shareholders. Therefore, although 21,264,053 Ordinary Shares were tendered at a price of 240p or less or as Strike Price Tenders the total number of Ordinary Shares accepted for purchase was 20,833,333.  The purchase resulted in a proration factor of 98.0 per cent of the Ordinary Shares tendered at or below the Strike Price being accepted.

As set out in the Circular, Peel Hunt will pay for the Ordinary Shares accepted. Following the purchase, as further set out in the Circular, Blancco will buy back from Peel Hunt the Ordinary Shares purchased by Peel Hunt under the terms of the Tender Offer. The Company then intends to cancel such Ordinary Shares, reducing the Issued Ordinary Share Capital from 79,022,599 Ordinary Shares to 58,189,266 Ordinary Shares.

It is anticipated that consideration for the certificated Ordinary Shares purchased under the Tender Offer will be sent to Shareholders by 16 May 2016 in the form of a cheque. CREST account holders will have their CREST accounts credited by 16 May 2016. Balance certificates will be issued and share certificates for unsuccessfully tendered Ordinary Shares will be sent by 16 May 2016.

Directors' Dealings

As a result of the Tender Offer, the following changes to the holdings of the following Directors and their connected persons will take place on 16 May 2016:

Name

Position

Number of Ordinary Shares successfully tendered

Holding of Ordinary Shares following the Tender Offer

Percentage of Issued Ordinary Share Capital following the Tender Offer

Matthew Peacock*

Non-Executive Chairman

5,307,923*

109,728*

0.19

Jog Dhody

Chief Financial Officer

409,612

8,469

0.01

Dr Frank Blin

Senior Independent Non-Executive Director

5,444

27,893

0.05

*Matthew Peacock holds no Ordinary Shares directly but has an indirect beneficial interest in Ordinary Shares through his association with Hanover Investors Management LLP and its connected parties.

Capitalised terms used in this announcement have the same meaning as given to them in the Circular.

If you have questions, please phone the Shareholder Helpline on 0370 889 4099 (from inside the UK) or +44 370 889 4099 (from outside the UK). The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (except UK public holidays). 

Enquiries:

 

Blancco Technology Group Plc                                                           +44 (0) 20 3657 7000

Matthew Peacock, Non-Executive Chairman

Patrick Clawson, Chief Executive Officer

Jog Dhody, Chief Financial Officer

 

Peel Hunt LLP (Nominated Adviser and Broker)                                  +44 (0) 20 7418 8900

Richard Kauffer

Euan Brown

 

Panmure Gordon (UK) Limited (Joint Broker)                                      +44 (0) 20 7886 2500

Dominic Morley, Corporate Finance

Charles Leigh Pemberton, Corporate Broking

 

Tulchan Communications                                                                    +44 (0) 20 7353 4200

Tom Murray

 

About Blancco

Blancco Technology Group plc, is a leading data erasure software business, serving enterprises and governments around the world.

www.blancco.com

 

 

Cautionary Statement

 

Peel Hunt and Panmure Gordon, each of which is authorised by the FCA in the United Kingdom, are acting exclusively for the Company and no-one else in connection with the Tender Offer and will not regard any other person (whether or not a recipient of the Circular or this announcement) as a client in relation to the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Tender Offer or any other matter referred to in the Circular or this announcement.  Peel Hunt's responsibilities as the Company's nominated adviser and joint broker under the AIM Rules and the AIM Rules for Nominated Advisers and Panmure Gordon's responsibilities as the Company's joint broker under the AIM Rules are owed to the London Stock Exchange and the Company and not to any other person.  No representation or warranty, express or implied, is made by Peel Hunt or Panmure Gordon as to any of the contents of this announcement or the Circular.

 

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt and Panmure Gordon by FSMA or the regulatory regime established thereunder, Peel Hunt and Panmure Gordon do not accept any responsibility or liability whatsoever for the contents of the Circular or this announcement, and no representation or warranty, express or implied, is made by Peel Hunt or Panmure Gordon in relation to the contents of the Circular or this announcement, including their accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Tender Offer.  To the fullest extent permissible Peel Hunt and Panmure Gordon accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the contents of the Circular or this announcement or any such statement.

 

This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events.  These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.  Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future.  The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company, Peel Hunt nor Panmure Gordon assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.  You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

 

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Ordinary Shares.  The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares.  The Tender Offer is not being made to, holders of Ordinary Shares residing in any jurisdiction in which the making of the Tender Offer would not be in compliance with the laws of that jurisdiction.

 

Notice to US Shareholders

 

The Tender Offer relates to securities in a non-US company which is registered in England and Wales and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects.  The Circular has been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read the entire Circular, including Part V (Certain Taxation Considerations in relation to the Tender Offer) of the Circular.  The financial information relating to the Company included in the Circular has not been prepared in accordance with generally accepted accounting principles in the United States and thus may not be comparable to financial information relating to US companies.  The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Securities Exchange Act of 1934 (the "Exchange Act").  The Tender Offer will be made in the United States in accordance with the requirements of Regulation 14E under the Exchange Act to the extent applicable.  Certain provisions of Regulation 14E under the Exchange Act are not applicable to the Tender Offer by virtue of Rule 14d-1(d) under the Exchange Act.  US Shareholders should note that the Company is not listed on a US securities exchange and is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.

 

It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and most of its officers and directors may reside outside the United States.  It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

 

In accordance with normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the Exchange Act, the Company or its nominees or brokers may from time to time make certain purchases of, or arrangements to purchase Ordinary Shares outside the United States, otherwise than pursuant to the Tender Offer, before or during the period in which the Tender Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices.   Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the rules of the London Stock Exchange. 

 

Information regarding such purchases and activities which is required to be made public in the United Kingdom will be reported to a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.

 

Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or passed upon the adequacy of the information contained in the Circular.  Any representation to the contrary is a criminal offence.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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