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Tender Offer and Notice of General Meeting

In brief · summary, not quotable

GlobalData proposes £60 million return of capital via tender offer at 150 pence per share, subject to shareholder approval.

  • Return of capital up to £60 million
  • Maximum shares to be purchased 40,000,000
  • Tender price per share £1.50
  • Premium to closing mid-market price approximately 5.1%
  • Closing mid-market price (Latest Practicable Date) 142.75 pence
  • Directors' shareholding backing 474,716,733 shares (approximately 58.9%)
Full announcement

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Proposed return of capital of up to £60 million by way of a purchase of up to 40,000,000 Shares at £1.50 per Share pursuant to the Tender Offer

and

Notice of General Meeting

GlobalData Plc, the leading data, insight, and technology company, announces, further to its announcement on 15 July 2025 and its interim results published earlier today, that it is proposing to return up to £60 million to Shareholders by way of a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some, or all, or their Shares at the Tender Price of £1.50 per Share. The Tender Offer is for a maximum of 40,000,000 Shares. The Tender Price represents a premium of approximately 5.1 per cent. to the closing mid-market price of 142.75 pence per Share on the Latest Practicable Date. The Tender Offer will open on 5 August 2025 and will close at 1:00 p.m. on 5 September 2025, unless such dates are altered by means of an announcement through a Regulatory Information Service.

Qualifying Shareholders are not obliged to tender any 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 Shares that they hold and they will receive no cash as a result of the Tender Offer.

Qualifying Shareholders who wish to participate in the Tender Offer can tender some or all of their Shares for purchase at the Tender Price and receive cash in consideration of such purchase (subject to scaling back of tenders in excess of their Guaranteed Entitlement). Shareholders, other than certain Shareholders in Restricted Jurisdictions and non-Qualifying US Shareholders, will be entitled to have up to 4.95 per cent. of their respective holdings purchased under the Tender Offer (such percentage being the "Guaranteed Entitlement"). Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Guaranteed Entitlement or do not submit a tender.

The Tender Offer is to be effected by Panmure Liberum and Investec (the "Tender Offer Brokers") (each acting severally as principal and not as agent, nominee or trustee) purchasing Shares from Shareholders. The Tender Offer Brokers, in turn, have the right to require the Company to purchase from them, and can be required by the Company to sell to it, such Shares at the Tender Price under a tender offer agreement. All Shares purchased by the Company from the Tender Offer Brokers pursuant to the Tender Offer Agreement will be cancelled.

The Tender Offer is subject, among other things, to the approval of the Resolution by the Shareholders at the General Meeting to be held at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS at 12.00 p.m. on 29 August 2025.

In the opinion of the Board, the Tender Offer and the passing of the Resolution to be considered at the General Meeting are in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each Director intends to do in respect of their own beneficial holdings of Shares on which they are able to vote, amounting in aggregate to 474,716,733 Shares, representing approximately 58.9 per cent. of the issued share capital of the Company as at the Latest Practicable Date.

The Board is making no recommendation to Shareholders in relation to their participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their 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 make their own decision and are recommended to consult a duly authorised independent adviser.

Posting of Circular and Notice of General Meeting

A general meeting of the Company will be held at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS on 29 August 2025 at 12.00 p.m. (the "General Meeting").

The Company expects to post a circular to Shareholders (the "Circular") later today and a copy of the Circular will be published on the Company's website at https://investors.globaldata.com/.

The Circular will set out the full details of the Tender Offer, including the background to, and reasons for, the Tender Offer and why the Directors believe the Tender Offer to be in the best interests of the Company and its Shareholders as a whole. The Circular will also contain details on the procedure that should be followed by those Qualifying Shareholders who wish to participate in the Tender Offer. A Tender Form for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer will be despatched with the Circular. Shareholders who hold their Shares in certificated form may request a hard-copy Form of Proxy from the registrars.

Implementation of the Tender Offer requires the approval of the Resolution by Shareholders at the General Meeting. The Resolution will be proposed at the General Meeting as a special resolution. If the Resolution is not passed, the Company will not be able to proceed with the Tender Offer.

A summary of the key terms of the Tender Offer is included later in the announcement under the heading "Additional Information". This announcement should be read in conjunction with the full text of the Circular.

Publication of the Circular (including the Notice of General Meeting)..........................................................5 August 2025
Tender Offer opens......................................................5 August 2025
Latest time and date for receipt of Forms of Proxy and CREST electronic proxy appointment instructions for the General Meeting................................................12.00 p.m. on 27 August 2025
Voting Record Time for determining entitlement to attend and vote at the General Meeting.......................6:30 p.m. on 27 August 2025
General Meeting ..........................................................12.00 p.m. on 29 August 2025
Announcement of the results of the General Meeting29 August 2025 (after the General Meeting)
Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated Shares (i.e. close of the Tender Offer) ...........................................................................1:00 p.m. on 5 September 2025
Latest time and date for settlement of TTE Instructions for tendered uncertificated Shares (i.e. close of the Tender Offer)1:00 p.m. on 5 September 2025
Tender Offer Record Date ..........................................6:00 p.m. on 5 September 2025
Announcement of the results of the Tender Offer.......8 September 2025
Unconditional Date for the Tender Offer......................9 September 2025
Purchase of Shares under the Tender Offer ..............10 September 2025
CREST accounts credited with unsuccessfully tendered uncertificated Shares ...................................Not later than 22 September 2025
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Shares .............................Not later than 22 September 2025
Despatch of cheques in respect of Tender Offer proceeds for certificated Shares .................................Not later than 22 September 2025
Return of share certificates in respect of unsuccessful tenders of certificated Shares .....................................Not later than 22 September 2025
Despatch of balance share certificates in respect of unsold Shares in certificated form ...............................Not later than 22 September 2025

The above times and/or dates may be subject to change by the Company and in the event of any such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

References to times in this announcement are to London time, unless otherwise stated.

ADDITIONAL INFORMATION

Background to and reasons for the Tender Offer

Why is the Company pursuing the Tender Offer?

In line with the Group's objective of enhancing shareholder value, with a focus on growing revenue, strategic M&A and reinvesting and returning capital, the Board is proposing to return up to £60 million of capital to Shareholders. Following careful consideration, the Board concluded that the return should be by way of the Tender Offer as this would offer an important element of choice to Shareholders, taking account of the current composition of the Register and in advance of the proposed move up to the London Stock Exchange's main market for listed securities.

The benefits of the Tender Offer are that:

  • it is available to all Qualifying Shareholders regardless of the size of their holdings;
  • Qualifying Shareholders have a choice as to whether they participate in the Tender Offer or not, such that:
  • it provides Qualifying Shareholders who wish to reduce their holdings of Shares with an opportunity to do so at a market-driven price with the possibility of a modest premium; and
  • Qualifying Shareholders who wish to retain their current investment in Shares are not required to participate in the Tender Offer;
  • it is not subject to daily volume limits like the previous buyback programmes and is therefore (subject to certain conditions including, among other things, reaching a minimum level of tenders) a single event, set price, transaction; and
  • it allows any Qualifying Shareholders for whom holding securities in a company listed on the London Stock Exchange's main market for listed securities is unattractive to tender some or all or their Shares prior to the Company's proposed move to the London Stock Exchange's main market for listed securities.

The Tender Offer will reduce the number of 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 to cancel all of the Shares acquired in connection with the Tender Offer).

Overview of the Tender Offer

It is proposed that up to 40,000,000 Shares (representing approximately 4.96 per cent. of the issued share capital of the Company as at the Latest Practicable Date) be purchased under the Tender Offer at the Tender Price, for a maximum aggregate cash consideration of up to £60 million.

All Qualifying Shareholders who are on the Register at 6:00 p.m. on 5 September 2025 are entitled, but not required, to tender some or all of their Shares for purchase by the Tender Offer Brokers, acting as principal.

Subject to satisfaction of the conditions to the Tender Offer, Shares which are successfully tendered under the Tender Offer by Qualifying Shareholders will be purchased at the Tender Price.

The Tender Offer is to be effected by the Tender Offer Brokers (each acting severally as principal and not as agent, nominee or trustee) purchasing Shares from Shareholders. The Tender Offer Brokers, in turn, have the right to require the Company to purchase from them, and can be required by the Company to sell to it, such Shares at the Tender Price under a tender offer agreement (the "Tender Offer Agreement"), details of which will be set out in the Circular. All Shares purchased by the Company from the Tender Offer Brokers pursuant to the Tender Offer Agreement will be cancelled.

Tender Price

The Tender Offer is being made at a fixed price of £1.50 per Share, which represents:

  • a premium of 5.1 per cent. to the closing mid-market price per Share on 4 August 2025 (being the Latest Practicable Date prior to the date of this announcement);
  • a premium of 5.0 per cent. to the 30-day volume weighted average price per Share on 4 August 2025 (being the Latest Practicable Date prior to the date of this announcement); and
  • a discount of 5.2 per cent. to the 60-day volume weighted average price per Share on 4 August 2025 (being the Latest Practicable Date prior to the date of this announcement).

Options available to Shareholders in respect of the Tender Offer

Qualifying Shareholders are not obliged to tender any 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 Shares that they hold and they will receive no cash as a result of the Tender Offer.

Qualifying Shareholders who wish to participate in the Tender Offer can tender some or all of their Shares for purchase at the Tender Price and receive cash in consideration of such purchase (subject to scaling back of tenders in excess of their Guaranteed Entitlement). Shareholders, other than certain Shareholders in Restricted Jurisdictions and non-Qualifying US Shareholders, will be entitled to have up to 4.95 per cent. of their respective holdings purchased under the Tender Offer. Such Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Guaranteed Entitlement or do not submit a tender.

Once made, any tender of Shares by a Qualifying Shareholder will be irrevocable.

The Tender Offer will open on 5 August 2025 (unless such date is altered) and tenders must not be submitted before that date. The Tender Offer will close at 1:00 p.m. on 5 September 2025 and tenders received after that time will not be accepted (unless the Tender Offer Closing Date is extended).

Shareholders should note that the Tender Offer is conditional on, among other things, Shareholder approval of the Resolution at the General Meeting.

Number of Shares to be purchased pursuant to the Tender Offer

Up to 40,000,000 Shares are expected to be purchased in the Tender Offer. Subject to the Tender Offer becoming unconditional, all Qualifying Shareholders who tender Shares at the Tender Price will receive the Tender Price for all validly tendered Shares subject, where applicable, to the scaling-down arrangements. Accordingly, where scaling-down applies there is no guarantee that all of the Shares which are validly tendered by Qualifying Shareholders will be accepted for purchase.

If the aggregate value of the Shares validly tendered by Qualifying Shareholders at the Tender Price is higher than £60 million (the "Value Limit"), valid tenders will be scaled down so that their aggregate value is £60 million.

The scaling-down arrangements are summarised below and will be set out in full in the Circular.

Guaranteed Entitlement

If the aggregate value at the Tender Price of all Shares validly tendered by Qualifying Shareholders is £60 million or less, then all Shares validly tendered will be accepted and purchased at the Tender Price.

If the Tender Offer is over-subscribed, tenders in respect of up to approximately 4.95 per cent. of each holding of Shares of every Qualifying Shareholder at the Tender Offer Record Date will be accepted in full at the Tender Price and will not be scaled down further. Qualifying Shareholders will be able to tender additional Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their Guaranteed Entitlement or do not submit a tender.

The Guaranteed Entitlement arrangements will be set out in full in the Circular.

Circumstances in which the Tender Offer may not proceed

There is no guarantee that the Tender Offer will take place. The Tender Offer is subject to, among other things, Shareholder approval of the Resolution at the General Meeting. The Tender Offer is also conditional on the other matters specified in the Circular, including:

  • receipt of valid tenders in respect of at least 8,065,341 Shares (representing approximately one per cent. of the issued share capital of the Company as at the Latest Practicable Date) by 1:00 p.m. on the Tender Offer Closing Date and there continuing to be valid tenders in respect of at least such number of Shares;
  • the Tender Offer not having been terminated in accordance with its terms and the Company having confirmed to the Tender Offer Brokers that it will not exercise its right to require the Tender Offer Brokers not to proceed with the Tender Offer; and
  • the Tender Offer Brokers being satisfied at all times up to immediately prior to the Unconditional Date that the Company has complied with its obligations, and is not in breach of any of the representations and warranties given by it, under the Tender Offer Agreement.

The Board has reserved the right, at any time prior to the Tender Offer becoming unconditional, to require the Tender Offer Brokers not to proceed with the Tender Offer if the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of the Tender Offer Brokers, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements.

If the Tender Offer does not occur the Board may consider alternative returns of value to Shareholders.

Results of Tender Offer announcement and Unconditional Date

As set out in the expected timetable above, it is expected that the results of the Tender Offer will be announced through a Regulatory Information Service on 8 September 2025, at which time the Tender Offer is expected to become unconditional subject to the remaining Conditions described in the Circular having been satisfied. Until such time as the Tender Offer becomes unconditional, the Tender Offer will be subject to the Conditions described in the Circular. Settlement is then expected to take place as set out in the timetable above.

Full terms and conditions 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.

Taxation

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 (i) UK tax consequences of the Tender Offer for Shareholders under current UK law and HMRC practice; and (ii) US federal income tax consequences of the Tender Offer for Shareholders under current US law will be set out in the Circular.

Action to be taken

Voting at the General Meeting

The Tender Offer is subject to Shareholder approval of the Resolution at the General Meeting. It is important that as many votes as possible are cast.

The Resolution will be proposed as a special resolution at the General Meeting and will pass if it is approved by at least 75 per cent. of the voting rights of Shareholders who vote on it in person or by proxy. Shareholders should read the Notice of General Meeting at the end of the Circular for the full text of the Resolution and for further details about the General Meeting. Instructions on how to vote will be set out in the Circular.

Voting on the proposed Resolution will be conducted on a poll, in line with recommended best practice. Voting by poll is more transparent and equitable because it counts the votes of Shareholders according to the number of shares registered in their names.

The Company understands and respects the importance of the General Meeting to Shareholders and the Board greatly values the opportunity to meet Shareholders in person. However, we understand that this may not be possible or desirable for all who wish to attend, therefore, the Company will offer Shareholders the option to participate in the General Meeting remotely which can be accessed from any computer with internet access or through a telephone (mobile or landline). If Shareholders are interested in this option, they should call Courtney Taylor on 020 7936 6400 or email cosec@globaldata.com in order to make the necessary arrangements. However, Shareholders will not be able to vote at the General Meeting when joining remotely.

Shareholders are therefore asked, whether or not they propose to attend the General Meeting in person, to exercise their votes by submitting their proxy electronically via their Signal Shares account in advance of the General Meeting and to appoint the Chair of the General Meeting as their proxy with their voting instructions. Submission of an electronic vote via a Signal Shares account or via CREST will not preclude a Shareholder from attending the General Meeting and voting in person if they so wish.

All proxy instructions must be received by the Registrars by no later than 12 p.m. on 27 August 2025 (or, in circumstances where the General Meeting is adjourned to a date later than 48 hours after the time specified for the General Meeting, 48 hours before the time of the adjourned meeting, excluding any UK non-working days).

If Shareholders hold their Shares through a nominee service, they should contact the nominee service provider regarding the process for appointing a proxy.

The Board recognises that the General Meeting provides an opportunity for Shareholders to ask questions that they have relating to the Company which is relevant to the business of the General Meeting, and that Shareholders may wish to receive answers to their questions before they submit their proxy vote. The Company will fully respond in writing to questions submitted by registered Shareholders in advance of the proxy submission deadline. Registered Shareholders can submit questions by email to cosec@globaldata.com.

Participation in the Tender Offer

Qualifying Shareholders are not obliged to tender any of their 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 Shares they hold and they will receive no cash as a result of the Tender Offer.

Those Qualifying Shareholders who wish to tender Shares should note that the procedure for doing so depends on whether their Shares are held in certificated or uncertificated form. The relevant procedures are summarised below. Full details of applicable procedures and related timings will be set out in the Circular.

Qualifying Shareholders who do not wish to sell any Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction.

Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in the Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.

Qualifying Shareholders who hold Shares in certificated form and who wish to tender all or any of their Shares at the Tender Price should complete a Tender Form, in accordance with the instructions printed thereon and to be set out in the Circular, and return it, together with their share certificate(s) and/or other document(s) of title or (where applicable) a satisfactory indemnity in lieu thereof in respect of the tendered Shares, on or after 5 August 2025 and so as to be received by post by the Receiving Agent at MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL by not later than 1:00 p.m. on 5 September 2025. Tender Forms submitted before the Tender Offer opens on 5 August 2025 will be treated as invalid.

Qualifying Shareholders who hold their Shares in uncertificated form and who wish to tender all or any of their Shares at the Tender Price should tender electronically through CREST on or after 5 August 2025 so that the TTE Instruction settles by not later than 1:00 p.m. on 5 September 2025.

Directors' intentions

Mike Danson has not yet determined whether or not he will participate in the Tender Offer and will defer making a decision until closer to the Tender Offer Closing Date in order to better understand market conditions. If he does participate, it will be for an amount up to his Guaranteed Entitlement.

Peter Harkness holds 317,800 Shares in the Company and intends to tender 17,800 Shares (equating to 5.6 per cent. of his holding).

Save for Peter Harkness, and Mike Danson who has not yet determined if he will participate in the Tender Offer, none of the other directors who hold Shares in the Company are intending to participate in the Tender Offer.

Recommendation of the Board

In the opinion of the Board, the Tender Offer and the passing of the Resolution to be considered at the General Meeting are in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each Director intends to do in respect of their own beneficial holdings of Shares on which they are able to vote, amounting in aggregate to 474,716,733, representing approximately 58.9 per cent. of the issued share capital of the Company as at the Latest Practicable Date.

The Board is making no recommendation to Shareholders in relation to their participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their 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 make their own decision and are recommended to consult a duly authorised independent adviser.

DEFINITIONS

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

" Board "means the board of Directors;
"Circular"means the circular to be sent to Shareholders containing details of the Tender Offer and General Meeting;
"Company"GlobalData Plc, registered in England & Wales with company number 03925319;
"Conditions"means the full terms and conditions to the Tender Offer which will be set out in the Circular;
"CREST"means the UK-based system for the paperless settlement of trades in listed securities, of which Euroclear is the operator in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755);
"CREST Proxy Instruction"means the appropriate CREST message for a proxy appointment to be made by means of CREST;
"Directors"means the directors of the Company as at the date of this announcement, whose names are set out in this announcement;
"Euroclear"means Euroclear UK & International Limited, the operator of CREST;
"FCA"means the UK Financial Conduct Authority;
"Form of Proxy"means the form of proxy for use at the General Meeting;
"FSMA"means the Financial Services and Markets Act 2000, as amended;
"General Meeting"means the general meeting of the Company proposed to be held at 12.00 p.m. on 29 August 2025 at John Carpenter House, 7 Carmelite Street, London, EC4Y 0BS as described in the Notice of General Meeting;
"Group"means the Company together with its subsidiaries and subsidiary undertakings;
"Guaranteed Entitlement"has the meaning given in this announcement;
"HMRC"means HM Revenue & Customs;
"Investec"means Investec Bank plc;
"Latest Practicable Date"means 4 August 2025, being the latest practicable date prior to publication of this announcement;
"London Stock Exchange"means London Stock Exchange plc;
"non-Qualifying US Shareholders"US Shareholders who are not Qualifying US Shareholders;
"Notice of General Meeting"means the notice of General Meeting to be set out in the Circular;
"Overseas Shareholder"means a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom;
"Panmure Liberum"means Panmure Liberum Limited;
"Qualifying US Shareholders"means US Shareholders who are on the Register on the Tender Offer Record Date and are either (i) a Major US Institutional Investor; or (ii) a US registered broker-dealer, whether acting as principal for its own account or as agent for others; or (iii) a bank acting pursuant to an applicable exemption from the definition of broker or dealer, in each case as construed for purposes of Rule 15a-6 under the US Exchange Act;
"Register"means the register of members of the Company;
"Registrar" or "Receiving Agent" or "MUFG Corporate Markets"means MUFG Corporate Markets, a trading name of MUFG Corporate Markets (UK) Limited, a division of MUFG Pension & Market Services;
"Regulatory Information Service"means one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;
"Resolution"means the resolution to set out in the Notice of General Meeting;
"Restricted Jurisdiction"means Australia, Canada, Japan and the Republic of South Africa and any country, region or territory which is the subject of any comprehensive Sanctions (including, in each case and without limitation, Cuba, Iran, North Korea, Syria, the Russian Federation, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People's Republic and the so-called Luhansk People's Republic);
"Sanctions"means any sanctions administered or enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury of the US Department of State, and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council, the European Union, His Majesty's Treasury, or other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions;
"SEC"means the US Securities and Exchange Commission;
"Shareholder"means a holder, for the time being, of Shares on the Register;
"Shares"means ordinary shares of £0.0001 each in the capital of Company;
"subsidiary"means a subsidiary as that term is defined in section 1159 of the Companies Act;
"subsidiary undertaking"means a subsidiary undertaking as that term is defined in section 1162 of the Companies Act;
"Tender Form"the tender form to be issued with the Circular to Qualifying Shareholders who hold their Shares in certificated form;
"Tender Offer"means the invitation by the Tender Offer Brokers to Shareholders to tender Shares for purchase by the Tender Offer Brokers on the terms and subject to the conditions to be set out in the Circular and also, in the case of certificated Shares only, the Tender Form;
"Tender Offer Brokers"Investec and Panmure Liberum;
"Tender Price"£1.50 per Share;
"Tender Offer Agreement"means the agreement entered into on the date of this announcement between the Company and the Tender Offer Brokers in connection with the Tender Offer;
"Tender Offer Closing Date"means 5 September 2025 or such other date as may be determined by the Company, with the prior consent of the Tender Offer Brokers, prior to the announcement of the results of the Tender Offer and notified to Shareholders through a Regulatory Information Service;
"Tender Offer Record Date"means 6:00 p.m. on 5 September 2025 or such other time and date as may be determined by the Company in its sole discretion in the event that the Tender Offer Closing Date is altered;
"Unconditional Date"means the date on and time at which the Tender Offer becomes unconditional, which is expected to be on 9 September 2025;
"United Kingdom" or "UK"means the United Kingdom of Great Britain and Northern Ireland;
"US Exchange Act"US Securities Exchange Act of 1934, as amended;
"US Shareholders"Shareholders who are resident in the US;
"Value Limit"means £60 million;
"Voting Record Time"means 6:30 p.m. on 27 August 2025; and
"£"means the lawful currency of the U.K.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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