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Launch of Share Buyback Programme of up to £20m

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Mears Group PLC has launched a new share buyback programme of up to £20 million, commencing today, to return surplus capital to shareholders and reduce its share capital. This programme is authorised by the Board and will involve the repurchase of up to 8,644,262 ordinary shares, with repurchased shares to be cancelled. The company has entered into non-discretionary arrangements with Deutsche Bank AG and Panmure Liberum Limited to conduct the buybacks on its behalf. Over the past three years, Mears has already reduced its ordinary share count by 27.4 million shares through buybacks totalling approximately £89 million.

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Mears (LSE: MER) previously announced that the Board approved an additional return of surplus capital of up to £20 million to shareholders to be implemented through a new share buyback programme of Mears' ordinary shares of 1p each ("Ordinary Shares") (together the 'Sixth Buyback Programme').

This new Buyback Programme will take place within the limitations of the authority granted to the Board of Mears Group PLC at its Annual General Meeting, held on 4 June 2025, pursuant to which the maximum number of Ordinary Shares to be bought back by Mears is 8,644,262.

The Group's capital allocation policy prioritises the allocation of capital to support our organic growth strategy, augmented by strategic acquisitions to further enhance our service offering and accelerate the delivery of our plan. The excellent visibility of future revenue and profits, combined with strong cash generation underpins a progressive dividend and other routes for returning surplus funds to shareholders remain in focus. Consistent with the Group's capital allocation strategy, the Board approved a new £20m share buyback programme which was announced on 26 March 2026, and this is to be launched today.

Over the three years since May 2023, buybacks have reduced the Group's ordinary share count by 27.4m at an average price of 325p and a total cash cost of c.£89m. In addition, the Employee Benefit Trust ('EBT') has purchased 5.3m shares over that same period at a cash cost of c.£18m, of which 4.1m shares remain held at this time, and which will be utilised in the future to settle share-based employee remuneration.

Mears has entered into non-discretionary arrangements with Deutsche Bank AG ('Deutsche Bank') and Panmure Liberum Limited ('Panmure Liberum') to conduct the Sixth Buyback Programme on its behalf from 1 April 2026. Under these arrangements, Deutsche Numis and Panmure Liberum will make trading decisions in relation to the buyback of the Company's Ordinary Shares independently of the Group within the programme's terms and pre-set parameters.

The purpose of this Sixth Buyback Programme is to return additional surplus capital to shareholders and reduce the Group's share capital. As such, all Ordinary Shares repurchased by the Group under this Sixth Buyback Programme will be cancelled.

Deutsche Bank and Panmure Liberum will monitor the level of liquidity in the issued Ordinary Shares and may determine that, in order to proceed with the Sixth Buyback Programme in an effective and timely manner, the Sixth Buyback Programme may on any given trading day exceed 25 per cent but remain below 50 per cent of the average daily trading volume. Should this occur, the Group may not benefit from the exemption contained in Article 5(1) in MAR.

The Company intends to make use of the FCA's updated notification deadline under UKLR 9.6.6R, which permits post-trade notifications of purchases of own shares to be made no later than the end of the seventh daily market session following the date of execution. Accordingly, the Company expects to move from daily to weekly market notifications in respect of shares purchased under the Programme.

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

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