On Market Share Buyback Programme

Fonix Mobile PLC

18 April 2024

 

Fonix Mobile plc

("Fonix" or the "Company")

On Market Share Buyback Programme

Earlier today the Company announced a proposed secondary placing of ordinary shares ("Ordinary Shares") (the "Placing") and that each of Ganton Limited (an investment vehicle of William Neale, Founder and Non-Executive Director), Robert Weisz (Chief Executive Officer) and Starnevesse Limited (an investment vehicle of Richard Thompson) (together, the "Selling Shareholders") intend to participate in the Placing.

An independent committee of the board, comprising Edward Spurrier, Michael Foulkes and Carmel Warren (the "Independent Directors") note the price at which Cavendish intends to place Ordinary Shares in the Company and wishes to take advantage of this rare liquidity opportunity to provide a meaningful return of value to shareholders over and above the Company's progressive dividend policy, given the Company holds surplus cash. Accordingly, the Company announces a proposed share buyback programme of up to 1,000,000 Ordinary Shares (the "Share Buyback Programme"). 

The Independent Directors believe that conducting a buyback of shares at the proposed Placing price is a good use of the Company's large and growing cash balance and owing the fact the Placing is being conducted pursuant to a disposal of shares by the Selling Shareholders, each of whom are also members of the Concert Party (as defined in the Company's Admission Document), this provides a rare opportunity for the Company to buy back Ordinary Shares and return value to Shareholders without the need for a Whitewash under the Takeover Code. For the avoidance of doubt the Concert Party's shareholding in the Company will not increase as a result of either the Placing or the Share Buyback Programme.

The Company has appointed its corporate broker Cavendish to manage the Share Buyback Programme, to repurchase Ordinary shares on its behalf from today, up to a maximum aggregate of 1,000,000 Ordinary Shares, representing approximately 1 per cent. of the total issued share capital. It is the intention that this Share Buyback Programme will be completed, or partially completed, (depending on the allocation within the Placing) or terminated by 31 May 2024.

The Company has entered into an irrevocable commitment with Cavendish to continue the Share Buyback Programme through a non-discretionary programme, repurchasing the Company's Ordinary Shares on its behalf, and within certain defined parameters. Cavendish will make trading decisions in relation to the buyback of Ordinary Shares independently of the Company within the programme terms.

Share repurchases will take place as open market transactions and may be made from time to time depending on market conditions, share price, trading volume and other factors. The amount paid for each Ordinary Share (exclusive of expenses) shall not be more than 105 per cent of the average price of an Ordinary Share, for the five days immediately preceding the day on which any Ordinary Share is purchased, or, higher than the price of the last independent trade and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out. Furthermore, the amount paid for each Ordinary Share (exclusive of expenses) shall not be less than 0.1 pence per share, being the nominal value of each Ordinary Share. Under the Share Buyback Programme, the repurchased shares will either be held in treasury at the Company's discretion for later reissue or cancellation. Shares held in treasury are not entitled to dividends and have no voting rights at the Company's general meetings.

The Share Buyback Programme is in accordance with the Company's general authority to purchase a maximum of 9,975,000 Ordinary Shares, granted by its shareholders at the Annual General Meeting held on 14 November 2023. The Share Buyback Programme will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU ("UK MAR") and the Commission Delegated Regulation 2016/1052/EU (each as in force in the UK from time to time, including where relevant pursuant to the Market Abuse (Amendment)(EU Exit) Regulations 2019).

The Company will make further regulatory announcements in respect of repurchases of Ordinary Shares as required by UK MAR and the AIM Rules, including as to whether those shares will be cancelled or are to be held in treasury.

The participation by the Company in the Placing falls to be a related party transaction for the purpose of Rule 13 of the AIM Rules for Companies. The Independent Directors for the purposes of this transaction (being Edward Spurrier, Michael Foulkes and Carmel Warren), having consulted with Cavendish, the Company's Nominated Adviser, consider the terms of the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

Enquiries

Fonix Mobile plc                                                                                                       Tel: [phone]

Robert Weisz, CEO

Michael Foulkes, CFO

Cavendish Capital Markets Limited (Nomad and Broker)                                                                                                                       Tel: [phone]

Jonny Franklin-Adams / Seamus Fricker (Corporate Finance)

Sunila de Silva (ECM)

 

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