Source - RNS
RNS Number : 1356K
Avarae Global Coins PLC
19 September 2016
 

AVARAE GLOBAL COINS PLC

 

("Avarae" or the "Company")

 

Cancellation of admission of Ordinary Shares to trading on AIM

Tender Offer by WH Ireland Limited to purchase up to 16,156,667 Ordinary Shares

Additional Proposed Buybacks of up to 16,156,667 Ordinary Shares

and

Notice of Extraordinary General Meeting

 

 

Avarae announces it will today be posting a circular to its shareholders (the "Circular") detailing the Company's proposals to:

 

  • cancel the admission of its Ordinary Shares to trading on AIM;
  • provide Qualifying Shareholders with an opportunity to realise some or all of their investment in Avarae by accepting the Tender Offer pursuant to which WH Ireland will conditionally offer to purchase up to 16,156,667 Ordinary Shares at 11.5 pence per Ordinary Share; and
  • to undertake further buybacks of up to 16,156,667 Ordinary Shares following completion of the Tender Offer and the De-Listing.

This announcement sets out the background to and reasons for, and provides further details of, the Proposals including the terms and conditions of, and the procedure for participating in, the Tender Offer, details of which can be found in Part II of the Circular and the accompanying Tender Offer Form.

 

Implementation of the Proposals, including the Tender Offer, is conditional, inter alia, upon the Resolution being passed at the EGM to be held at noon on 13 October 2016 at Ground Floor, West Suite, Exchange House, 54-58 Athol Street, Douglas, IM1 1JD, Isle of Man. The Notice of EGM convening the EGM at which the Resolution will be proposed is set out at the end of the Circular.

 

Certain sections of the Circular are included below.

 

 

Nigel Gautrey/Matt Wood

+44 (0)16 2461 5614

Avarae Global Coins plc

 

 

 

 

Paul Shackleton/Nick Prowting

+44 (0)20 7220 1666

WH Ireland Ltd

 

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 

 

2016

 

Announcement of proposed De-Listing and Tender Offer, posting of the Circular, Proxy Form and Tender Form to Shareholders and Tender Offer opens             

19 September

Latest date for receipt of Proxy Form

noon on 11 October

Extraordinary General Meeting

noon on 13 October

Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer and Tender Offer closes                                                                                    

11.00 a.m. on 20 October

Record Date for Tender Offer

5.00 p.m. on 20 October

Announcement of results of the Tender Offer by WH Ireland and the Company                               

21 October

Purchase of Tender Offer Shares under the Tender Offer                        

On or around 24 October

Earliest date for the De-Listing and cancellation of admission of the Ordinary Shares to trading on AIM           

8.00 a.m. on 25 October

Despatch of cheques for Tender Offer proceeds     

No later than 1 November

CREST accounts credited with Tender Offer proceeds         

No later than 1 November

Despatch of share certificates in respect of any revised holdings of Ordinary Shares following the Tender Offer, and any Ordinary Shares held in CREST not tendered pursuant to the Tender Offer  

No later than 1 November

Proposed Buybacks

Anticipated to complete by 31 March 2018

 

 

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. All times are references to London time.

 

All events in the above timetable following the EGM are conditional, inter alia, upon the approval of the Resolution.

 

The De-Listing requires the approval of not less than 75 per cent. of the votes cast by Shareholders at the EGM.

 

 

TRANSACTION STATISTICS

 

Number of Ordinary Shares in issue at the date of the Circular                                    

 

80,783,334

Maximum number of Ordinary Shares to be repurchased by the Company under the proposed Tender Offer                  

                                                                                   

16,156,667

Number of Ordinary Shares which Shareholders have irrevocably undertaken not to tender as part of the Tender Offer

 

39,145,731

Number of Ordinary Shares in issue following the Tender Offer (assuming the Tender Offer is fully subscribed and all the Tender Offer Shares are acquired by the Company)                                    

 

64,626,667

Price at which Tender Offer is to be made                                                                            

 

11.5p per Ordinary Share

Maximum number of Buyback Shares to be purchased by the Company pursuant to the Proposed Buybacks following completion of the Tender Offer and De-Listing

 

16,156,667

Number of Ordinary Shares in issue following completion of the Proposed Buybacks (assuming the Tender Offer is fully subscribed and all the Buyback Shares are acquired by the Company)

 

48,470,000

 

 

 

 

 

De-Listing

Reasons for the De-Listing

The Board has conducted a review of the benefits and drawbacks to the Company in retaining its listing on AIM. The Board believes that the De-Listing is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

 

•           the management time and the legal and regulatory burden associated with maintaining the
 Company's admission to trading on AIM is, in the Directors' opinion, disproportionate to the benefits to the Company;

 

•          there is, and has been for some time, a lack of liquidity in the Company's Ordinary Shares such that the current share price of the Company's Ordinary Shares and, therefore, the market capitalisation of the Company, in the Board's opinion, under values the Company;

 

•          in light of the limited trading in the Ordinary Shares, with an average daily volume over the past 12 months of approximately 26,569 Ordinary Shares representing approximately 0.03 per cent. of the current issued share capital, the costs associated with maintaining the AIM quotation are considered by the Directors to be disproportionately high when compared to the benefits of being listed on AIM, even though these costs have been closely controlled and minimised by the Company so far as reasonably possible. The Board believes that these funds could be better utilised;

 

•          the Directors believe that the lack of liquidity and its consequent negative effect on the Company's share price, together with fundraising costs have made fundraisings on AIM difficult for the Company as they are unattractive to potential investors. The Directors consider that this has been a factor in restricting the ability of the Company to grow;

 

·        the Directors believe that over the past 12 - 18 months there has been a plateauing in the prices paid by the market for the very highest quality coins and that this has been reflected in the Company's Results announced today. The Company's Results include the lowest annual stock revaluation increase in the Company's 10 year trading history of approximately 2 per cent. compared to an average of at least 5 per cent. in previous years. The Directors, accordingly, believe that the Company and its shareholders would be better served by reducing the Company's cost base through the De-Listing; and

 

·        in light of the above, the Directors believe that the Company should, where appropriate, seek to return cash to Shareholders in a controlled manner over time and in the most cost effective method permissible. The Directors currently consider that the most cost-effective ways of returning cash to Shareholders on an ongoing basis will be through share buybacks which is not easily facilitated by the Company's AIM admission.

 

Effect of De-Listing

The Directors consider that the principal effects of the De-Listing will be that:

 

•          Shareholders will no longer be able to buy and sell Ordinary Shares through AIM or any other public stock market, further reducing the liquidity in the Ordinary Shares;

·        Ordinary Shares will no longer be held in or traded through CREST but will be held in paper form;

 

•          the Company will no longer be required to announce material events or interim results through a Regulatory Information Service, however the Company intends to continue to provide half yearly trading reports to Shareholders;

 

•          the Company will no longer be required to comply with many of the corporate governance requirements applicable to companies traded on AIM;

 

•          the Company will no longer be subject to the Disclosure and Transparency Rules and will therefore no longer be required to publicly disclose major shareholdings in the Company. However, the Articles require Shareholders to notify the Company in a similar fashion to the Disclosure and Transparency Rules and the Company intends to continue to disclose major Shareholders on its website;

 

•          the Company will no longer be subject to the AIM Rules, with the consequence that Shareholders will no longer be afforded the protections given by the AIM Rules. Such protections include a requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business and to announce, inter alia, certain substantial and/or related party transactions; and

 

•          the De-Listing may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

 

Shareholders should note that the Takeover Code will continue to apply to the Company following the De-Listing for a period of ten years (or such longer period as the Company shall decide). The Company will also continue to be bound by the Act (which requires shareholder approval for certain matters) following the De-Listing.

 

De-Listing Process

Under the AIM Rules, the De-Listing can only be effected by the Company after securing a resolution passed by 75 per cent. of the votes cast by its Shareholders in a general meeting and the expiry of a period of 20 clear Business Days from the date on which notice of the De-Listing is given to the London Stock Exchange. In addition, a period of at least five clear Business Days following Shareholders' approval of the De-Listing is required before the De-Listing may become effective. The Resolution seeks the approval of Shareholders for the De-Listing. Assuming that the Resolution is approved, it is proposed that the De-Listing will take place by 8.00a.m. on 21 October 2016.

 

Ordinary Share dealing following De-Listing

Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares, no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the Articles.  However, the Company will consider engaging a third party provider to provide share registrar services and a share matching facility. Please refer to paragraph 8 below for more information.

 

Takeover Code

Following the De-Listing, the Company will remain subject to the Takeover Code for a period of ten years.  One of the Company's Shareholders, Montoya Investments Limited (Montoya) (who has irrevocably undertaken not to participate in the Tender Offer) will, on completion of the Tender Offer (assuming it is fully subscribed), hold approximately 37.3 per cent. of the issued Ordinary Shares. If the Proposed Buybacks also proceed in full, and Montoya does not participate, its shareholding could rise to approximately 49.73 per cent. as a consequence of the Company's issued share capital reducing.   The Takeover Panel has confirmed that:

·     no whitewash is required in respect of the consequences of the Tender Offer and Proposed Buybacks on Montoya's shareholding; and

·     Montoya will not be required to make a mandatory offer under Rule 9 of the Takeover Code as a consequence of the Tender Offer and the Proposed Buybacks.  

 

Tender Offer

The Board recognises that not all Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.

Shareholders are not obliged to tender any Ordinary Shares and, if they do not wish to participate in the Tender Offer, Shareholders should not complete or return their Tender Form.

Shareholders in any doubt about what action to take, are recommended immediately to seek professional advice from their stockbroker, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 who specialises in advising upon investments in shares and other securities.

 

Under the Tender Offer, WH Ireland will purchase (as principal) up to 16,156,667 Ordinary Shares (representing approximately 20 per cent. of the Company's existing issued ordinary share capital) from Qualifying Shareholders at 11.5 pence per share. The Tender Offer Price represents:

 

·           a discount of approximately 8 per cent. over the closing mid price of an Ordinary Share on 16 September 2016, being the last dealing day before the date of the Circular;

 

·           a discount of approximately 4 per cent. over the closing bid price of an Ordinary Share on 16 September 2016, being the last dealing day before the date of the Circular; and

 

•                a premium of approximately 2.7 per cent. over the volume weighted average share price of an Ordinary Share since 1 January 2016 to 16 September 2016, being the last dealing day before the date of the Circular.

 

The Company and WH Ireland have entered into the Repurchase Agreement which contains, inter alia, warranties from the Company in favour of WH Ireland in respect of certain facts or events in relation to the Company that would affect the Tender Offer, and which grants WH Ireland a put option pursuant to which WH Ireland may require the Company to purchase, at an amount per Ordinary Share equal to the Tender Offer Price, the Ordinary Shares purchased by WH Ireland as principal pursuant to the Tender Offer.

 

Any Ordinary Shares purchased by WH Ireland under the Tender Offer which WH Ireland subsequently requires the Company to purchase under the terms of the Repurchase Agreement will be cancelled. The Tender Offer is subject to the conditions set out in the Repurchase Agreement being fulfilled. The Tender Offer is open to Qualifying Shareholders on the register of the Company at 5.00p.m. on 20 October 2016.

 

When, as anticipated, WH Ireland exercises its put option under the Repurchase Agreement, the Repurchase will be financed out of the Company's existing cash reserves and working capital resources provided that the Directors are satisfied that, at the relevant time, the Company is able to pay its debts as they fall due in the normal course of its business and the value of the Company's assets exceeds its liabilities. The Company is not required under Isle of Man law to seek shareholder consent to the purchase by the Company of its own shares under the Repurchase Agreement.

 

Qualifying Shareholders may tender some, all, or none of their holdings pursuant to the Tender Offer. A maximum of 16,156,667 Ordinary Shares may be purchased in the Tender Offer. Valid tenders of 20 per cent. or less of a Qualifying Shareholder's Ordinary Shares on the Record Date will be accepted in full. Valid tenders in excess of 20 per cent. of a Qualifying Shareholder's Ordinary Shares on the Record Date may be accepted if the total number of Ordinary Shares validly tendered in the Tender Offer is 16,156,667 or fewer. Valid tenders in excess of 20 per cent. of a Qualifying Shareholder's Ordinary Shares on the Record Date may be scaled back as set out in paragraph 5 below.

 

Qualifying Shareholders who retain a shareholding following completion of the Tender Offer will, on completion of the De-Listing, hold Ordinary Shares in a non-publicly traded company. Furthermore, as set out in paragraph 2.4 above there will be no market facility for dealing in the Ordinary Shares, no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the Articles. A copy of the Articles is available to view on the Company's website: www.Avarae .co.uk.

 

Full details of the Tender Offer are set out in Part II of the Circular. 

 

The Tender Offer is conditional, inter alia, on the Resolution being passed at the EGM.

 

The Tender Offer will also not proceed if any of the conditions specified in paragraph A.1 of Part II of the Circular are not satisfied and the Tender Offer may be terminated in the circumstances described in paragraph A.22 of Part II of the Circular. If the Tender Offer does not proceed or is terminated once it is made, the Company will make an announcement through a Regulatory Information Service.

 

The attention of Qualifying Shareholders who are citizens or nationals of or resident in jurisdictions outside the United Kingdom and who wish to participate in the Tender Offer is drawn to the section headed "Overseas Shareholders" in Part II of the Circular. The Tender Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction.

 

Irrevocable undertakings

 

The Company has received irrevocable undertakings in relation to the Proposals as follows:

a)        Shareholders holding 44,035,731 Ordinary Shares (representing approximately 54.51 per cent. of the Ordinary Shares in issue as at the date of the Circular) have irrevocably agreed to vote in favour of the Resolution to be proposed at the EGM; and

b)        Shareholders have irrevocably undertaken not to accept the Tender Offer in respect of 39,145,731 Ordinary Shares (representing approximately 48.46 per cent. of the Ordinary Shares in issue as at the date of the Circular).

 

Basic entitlement, additional tenders and scaling back

 

Qualifying Shareholders may tender any or all of their Ordinary Shares on the Record Date. If the Tender Offer proceeds, Qualifying Shareholders validly tendering 20 per cent. or less of their Ordinary Shares on the Record Date will have their tenders accepted in full. Qualifying Shareholders may tender further Ordinary Shares above that 20 per cent. level if they wish to do so. Accordingly, if the Company receives valid tenders from Qualifying Shareholders for 16,156,667 Ordinary Shares or fewer, those tenders will be accepted in full. If the Company receives valid tenders from Qualifying Shareholders in excess of 16,156,667 Ordinary Shares, after an initial allocation to each Qualifying Shareholder of 20 per cent. of their Ordinary Shares on the Record Date (or such lower amount as the Shareholder tendered), tenders will be scaled back, to ensure that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 16,156,667 Ordinary Shares. The basis of scaling back will be determined by WH Ireland in consultation with the Company but it is anticipated that scaling back will be conducted on a pro rata basis to the number of Ordinary Shares tendered, unless and to the extent that WH Ireland in consultation with the Company determines that there is a good reason to scale back on a different basis, for example, to enable a complete exit for very small shareholders or to accommodate investors whose constitutions do not permit them to hold unlisted securities. The decision of WH Ireland as to the basis of scaling back and the treatment of fractions or other issues arising from any scaling back will be conclusive and binding on all Shareholders.

 

Proposed Buybacks

 

Subject to completion of the Tender Offer and the De-Listing, the Company may undertake further share buybacks of up to 16,156,667 Ordinary Shares. It is currently anticipated that, subject to funds being available, the Company satisfying any necessary legal requirements and the Directors considering it to be in the best interests of shareholders at the relevant time, that the Company will complete the Proposed Buybacks over the next 12 to 18 months. The purpose of the Proposed Buybacks is to enable the Company to continue to return funds to investors. The Proposed Buybacks will be undertaken in such manner, on such terms and with such Shareholders as the Directors may determine in their sole discretion. It is, however, anticipated that Proposed Buybacks will be priced at not less than the Tender Offer Price. As with the purchase of Ordinary Shares by the Company under the Repurchase Agreement, the Company does not require shareholder consent to proceed with the Proposed Buybacks but the Company will need to satisfy the Isle of Man solvency tests at the relevant time.

 

Current trading

 

Today, the Company released its annual report and accounts for the year ended 31 March 2016 (the "Annual Report"). Since that date the Company has continued to operate in line with the Directors' expectations as set out in the Annual Report.  Since 31 March 2016, the Company has sold coins realising a total of £1.78 million, an increase of £0.68million on their original cost price.  The Company currently has cash of approximately £2.13 million.  The maximum aggregate consideration to be paid by the Company for the Tender Offer Shares under the Repurchase Agreement is approximately £1.86 million payable in cash.

 

Audited accounts for the last three financial years are available from the Company's website (www.Avarae .com).

 

Trading facility post De-Listing

Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares will be difficult to value and sell. However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company at its registered office.

 

In addition, in order to facilitate continued trading in the Ordinary Shares, and if the Directors consider that the number of Shareholders remaining following the Tender Offer merits it, the Company will consider engaging a third party provider to supply share registrar services and a share matching facility. If and when available, the Company will inform shareholders and provide details of any matched bargain trading facility. Details will also be made available on the Company's website:  www.Avarae.com. 

 

Board structure and corporate governance

Following completion of the De-Listing, the Company expects to maintain a structure of a board of directors advised by an advisory panel to:

 

•       provide suitable controls and governance appropriate to an organisation of the Company's size, resources and activities; and

 

•        take responsibility for overall business strategy and ensure policies are followed at operational level to support delivery of the strategy.

 

The Company will continue to ensure that appropriate standards of corporate governance are in operation so far as is practical and appropriate to the size and nature of the Company post the De-Listing. The Company will continue to communicate information about the Company (including annual accounts) to its Shareholders as required by law and the Company will continue to hold annual general meetings in accordance with the Articles. The Company also intends to provide half yearly reports to Shareholders on an ongoing basis.

 

Proposals to be voted on at the EGM

For the purposes of effecting the De-Listing, the Resolution will be proposed at the EGM. Set out at the end of the Circular is a notice convening the EGM to be held at noon on 13 October 2016 at Ground Floor, West Suite, Exchange House, 54-58 Athol Street, Douglas, IM1 1JD. The full text of the Resolution is set out in that notice. The Resolution is to approve the De-Listing and will be proposed as a special resolution in accordance with the AIM Rules.

 

Action to be taken

 

EGM

Shareholders will find enclosed with the Circular a Form of Proxy for use at the EGM. The Form of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Transfer Agent, Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or by email at [email protected] as soon as possible and in any event not later than noon on 11 October 2016. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof, if you so wish and are so entitled.

 

If the Form of Proxy is not returned by noon on 11 October 2016, your vote will not count.

 

Tender Offer

If you are a Qualifying Shareholder and wish to participate in the Tender Offer, you should follow the procedure for tendering shares. Full details of the Tender Offer, and the procedure to be followed by Qualifying Shareholders wishing to tender Ordinary Shares, are set out in Part II of the Circular.

 

The procedure for tendering Ordinary Shares on the Register at the Record Date depends on whether a Qualifying Shareholder holds Ordinary Shares in certificated or uncertificated form.

 

Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or some of their Ordinary Shares held at the Record Date should complete a Tender Form in accordance with the instructions set out in Part II of the Circular and the instructions printed on the Tender Form itself and return it, together with their original share certificate(s) by post to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or (during normal business hours only) by hand to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible and in any event so as to arrive by no later than 11.00a.m. on 20 October 2016.

 

Qualifying Shareholders who hold Ordinary Shares in uncertificated form and who wish to tender all or some of their Ordinary Shares held at the Record Date should tender electronically through CREST so that the TTE Instruction settles by no later than 11.00 a.m. on 20 October 2016. If Ordinary Shares are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID.

 

Taxation

 

Shareholders are strongly advised to consult an appropriate independent professional adviser in relation to the tax treatment of any sale of Ordinary Shares pursuant to the Tender Offer. You should note that following the De-Listing the Ordinary Shares will no longer be quoted on AIM or any other public market.

 

Enquiries

 

If you have any enquiries in relation to the Tender Offer, please contact Neville Registrars Limited on 0121 585 1131 or, if calling from outside the UK, on +44 121 585 1131. Lines are open 9.00a.m. to 5.00p.m., Monday to Friday (except bank holidays). Calls to the helpline number from inside the UK are charged at your service provider's standard rates (charges may vary). Calls to the helpline number from outside the UK are charged at applicable international rates. Calls may be recorded and monitored randomly for security and training purposes. Neville Registrars Limited cannot provide advice on the merits of the Tender Offer or give any financial, legal or tax advice.

 

Recommendation

 

Your Directors, having received independent financial advice from WH Ireland, consider the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution.

 

The Directors unanimously recommend that you vote in favour of the Resolution as they, and persons connected or associated with them or members of their family, intend to do, in respect of their respective interests in 30,000 Ordinary Shares in aggregate, representing approximately 0.04 per cent. of the Ordinary Shares currently in issue. The Directors and persons connected or associated with them or members of their family, have also undertaken not to accept the Tender Offer in respect of their respective interests in 30,000 Ordinary Shares in aggregate representing approximately 0.04 per cent. of the Ordinary Shares currently in issue.

 

Your Directors also consider it appropriate that those Qualifying Shareholders who are unable or unwilling to hold shares in the Company following the De-Listing should be given an opportunity to realise their investment under the Tender Offer. However, the Directors make no recommendation to Qualifying Shareholders in relation to their participation in the Tender Offer and recommend that all Qualifying Shareholders consult their duly authorised independent advisers before they make a decision as to whether to tender some, all, or none of their Ordinary Shares, in order to obtain advice relevant to their particular circumstances.

 

 

 

 

TERMS AND CONDITIONS OF THE TENDER OFFER

 

 

Shareholders who do not wish to participate under the Tender Offer need take no action in relation to the Tender Offer (save in relation to voting in person or by proxy at the EGM on the Resolution should they wish to do so, the passing of the Resolution being a condition of the Tender Offer proceeding).

 

Introduction

Qualifying Shareholders on the Register on the Record Date are being invited to tender their Ordinary Shares for purchase by WH Ireland on the terms and subject to the conditions set out in the Circular and also, in the case of certificated Ordinary Shares only, in the Tender Form. When, as anticipated, WH Ireland exercises its put option under the Repurchase Agreement, then the Company will be required to purchase from WH Ireland all of the Ordinary Shares purchased by WH Ireland pursuant to the Tender Offer. All of the Ordinary Shares purchased by the Company under the Repurchase Agreement will be cancelled.

 

Terms of the Tender Offer

1.         WH Ireland hereby offers to purchase Ordinary Shares and/or procure the purchase of Ordinary Shares by an affiliate of WH Ireland (in each case as principal) from Qualifying Shareholders on and subject to the following terms and conditions. The Tender Offer is conditional upon inter alia, the following conditions (together the "Tender Conditions"):

 

(a)      the passing of the Resolution;

(b)       WH Ireland being satisfied that the Company has in its control or held to its order the aggregate amount due and payable under the Tender Offer in accordance with the Repurchase Agreement;

(c)       the Company satisfying all legal requirements under Isle of Man law relating to the Tender Offer at the time of the Tender Offer; and

(d)      the Repurchase Agreement not having been terminated in accordance with its terms and having become unconditional,

(1(a), 1(b), 1(c) and 1(d) above together being the "Tender Conditions").

 

WH Ireland will not purchase the Ordinary Shares pursuant to the Tender Offer unless the Tender Conditions and the conditions contained in the Repurchase Agreement (other than any condition relating to the purchase by WH Ireland of the Ordinary Shares pursuant to the Tender Offer) have been satisfied or waived. The Tender Conditions may not be waived by WH Ireland or the Company.

 

If any of the above Tender Conditions are not satisfied by 5.00 p.m. on 1 November 2016 (or such later time and date as the Company and WH Ireland may agree), the Tender Offer will not proceed and will lapse.

 

2.         All Ordinary Shares tendered by Shareholders under the Tender Offer will be tendered at the Tender Offer Price. Ordinary Shares may not be tendered at any other price. The aggregate amount received by each Shareholder in respect of Ordinary Shares validly tendered will be rounded down to the nearest penny.

 

3.         Subject to the terms of the Tender Offer, WH Ireland will purchase Ordinary Shares tendered by Qualifying Shareholders under the Tender Offer at the Tender Offer Price on the Completion Date. All Ordinary Shares successfully tendered will be purchased by WH Ireland and/or an affiliate of WH Ireland, in each case as principal and not as agent, nominee or trustee.

 

4.        The total number of Ordinary Shares purchased pursuant to the Tender Offer will not exceed 16,156,667 Ordinary Shares (equivalent to a maximum total amount of approximately £1,858,017).

 

5.        The Tender Offer is only available to Qualifying Shareholders on the Register on the Record Date and is only being made in respect of the number of Ordinary Shares registered in those Qualifying Shareholders' names at such time.

 

6.        Tender Forms once duly completed (for Ordinary Shares held in certificated form) and submitted to the Receiving Agent and TTE instructions which have settled (for Ordinary Shares held in uncertificated form) will be irrevocable and cannot be withdrawn. All questions as to the validity (including time of receipt) will be determined by WH Ireland, in its sole discretion, which determination shall be final and binding (except as otherwise required under applicable law).

 

 

 

7.         The Tender Offer will close at 11.00 a.m. on 20 October 2016 and tenders or TTE instructions received after that time will not be accepted.

 

8.        All documents and remittances sent by or to Shareholders and all instructions made by or on behalf of a Shareholder in CREST relating to the Tender Offer will be sent at the relevant Shareholder's own risk. If the Tender Offer does not become unconditional, or does not proceed, and lapses or it is terminated, in respect of Ordinary Shares held in certificated form, Tender Forms, certificates and other documents of title will be returned by post to Shareholders not later than 5 Business Days after the date of such lapse or termination, or, in the case of Ordinary Shares held in uncertificated form (that is, in CREST), the Receiving Agent will provide instructions to Euroclear to transfer all Ordinary Shares held in escrow by TFE instruction to the accounts to which those Ordinary Shares relate.

 

9.        All or any part of a holding of Ordinary Shares may be tendered by Qualifying Shareholders. Only whole numbers of Ordinary Shares may be tendered and tenders may be scaled back accordance with paragraph A.18 of this Part II.

 

10.       Ordinary Shares successfully tendered under the Tender Offer will be sold to WH Ireland fully paid and free from all liens, charges, equitable interests and encumbrances and with all rights attaching to the same. Successfully tendered Ordinary Shares under the Tender Offer which WH Ireland subsequently requires the Company to purchase pursuant to the Repurchase Agreement, will subsequently be cancelled and will not rank for any dividends, distributions or other equity related rights declared by the Company after that date.

 

11.       All tenders of Ordinary Shares held in certificated form must be made on the Tender Form duly completed in accordance with the instructions set out on the Tender Form (which constitute part of the terms of the Tender Offer).

 

12.       All tenders of Ordinary Shares held in uncertificated form must be made by the input and settlement of an appropriate TTE instruction in CREST in accordance with the procedure set out below and the relevant procedures in the CREST manual.

 

13.       A tender will only be valid if the procedures contained in the Circular and, for Qualifying Shareholders who hold Ordinary Shares in certificated form, in the Tender Form, are complied with.

 

14.       The Tender Offer will be governed by, and construed in accordance with, English law and the delivery of a Tender Form or the giving of a TTE instruction by a Qualifying Shareholder will constitute submission to the jurisdiction of the English courts.

 

15.       The result of the Tender Offer and, if applicable, the extent to which tenders will be scaled down, is expected to be announced by WH Ireland and the Company on 21 October 2016.

 

16.     If part only of a holding of Ordinary Shares is successfully tendered pursuant to the Tender Offer, the relevant Qualifying Shareholder will be entitled to receive the following:

 

(a)      if Ordinary Shares are held in certificated form, a certificate in respect of the unsold Ordinary Shares; or

 

(b)     if Ordinary Shares are held in uncertificated form (that is, in CREST), the transfer by the Receiving Agent by TFE instruction to the original accounts of those unsold Ordinary Shares.

 

17.     Further copies of the documents referred to in the Circular may be obtained on request from the Receiving Agent at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA.

 

18.      Qualifying Shareholders may tender any or all of their Ordinary Shares on the Record Date. If the Tender Offer proceeds, Qualifying Shareholders tendering 20 per cent. or less of their Ordinary Shares on the Record Date will have their valid tenders accepted in full. Qualifying Shareholders may tender further Ordinary Shares above that 20 per cent. level if they wish to do so. Accordingly, if the Company receives valid tenders from Qualifying Shareholders for 16,156,667 Ordinary Shares or fewer, those Tenders will be accepted in full. If the Company receives valid tenders from Qualifying Shareholders in excess of 16,156,667 Ordinary Shares, after an initial allocation to each Qualifying Shareholder of 20 per cent. of their Ordinary Shares on the Record Date (or such lesser number of Ordinary Shares as were tendered by the Qualifying Shareholder), tenders will be scaled back, to ensure that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 16,156,667 Ordinary Shares. The basis of scaling back will be determined by WH Ireland in consultation with the Company but it is anticipated that scaling back will be conducted on a pro rata basis to the number of Ordinary Shares tendered, unless and to the extent that WH Ireland in consultation with the Company determines that there is a good reason to scale back on a different basis, for example, to enable a complete exit for very small shareholders or to accommodate investors whose constitutions do not permit them to hold unlisted securities. The decision of WH Ireland as to the basis of scaling back and the treatment of fractions or other issues arising from any scaling back will be conclusive and binding on all Shareholders.

 

19.     All questions as to the number of Ordinary Shares tendered and the validity, form, eligibility (including the time of receipt) and acceptance for payment of any tender of Ordinary Shares under the Tender Offer will be determined by WH Ireland in its sole discretion, which determination shall be final and binding on all parties except as otherwise required under applicable law. WH Ireland reserves the absolute right to reject any or all tenders it determines not to be in proper form or the acceptance of payment which may, in the opinion of WH Ireland, be unlawful. WH Ireland also reserves the absolute right to waive any of the terms or conditions of the Tender Offer (other than the Tender Conditions) and any defect or irregularity in the tender of any particular Ordinary Shares or any particular holder thereof. No tender of Ordinary Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the event of a waiver, the consideration under the Tender Offer will not be dispatched (in respect of Ordinary Shares in certificated form) or made by way of CREST payment (in respect of Ordinary Shares in uncertificated form) to the relevant Shareholder until after (in the case of Ordinary Shares in certificated form) the Tender Form is complete in all respects and the share certificate(s) and/or other document(s) of title satisfactory to WH Ireland have been received or (in the case of Ordinary Shares in uncertificated form) the relevant TTE instruction has settled. None of the Receiving Agent, WH Ireland, the Company nor any other person is or will be obliged to give notice of any defects or irregularities in tenders, and none of them will incur any liability for failure to give any such notice.

 

20.      Ordinary Shares will be purchased under the Tender Offer free of all commissions and dealing charges.

 

21.     The failure of any person to receive a copy of the Circular or the Tender Form shall not invalidate any aspect of the Tender Offer.

 

22.     If at any time prior to 5p.m. on 1 November2016:

 

a)         the Company is in breach of any of its obligations under the Repurchase Agreement; or

 

b)        there has been a breach of any warranty or undertaking of the Company under the Repurchase Agreement; or

 

c)         there has been material adverse change in national or international, financial, economic, political or market conditions; or

 

d)        there has been material adverse change in the financial position or prospects and/or circumstances of the Company (including, without limitation, in relation to the distributable profits of the Company),

 

which, in the absolute discretion of WH Ireland, is likely to prejudice the success of the Tender Offer or make it, temporarily or permanently impracticable or inadvisable to proceed with the Tender Offer, then WH Ireland may terminate the Tender Offer. In addition, the Tender Offer may be terminated if the Company and/or WH Ireland in their absolute discretion, conclude that the Tender Offer would no longer be in the interests of the Company and/or the Shareholders as a whole.

 

23.      Where the Tender Offer is terminated in accordance with paragraph A.22 above, as soon as practicable thereafter, the Company shall notify Shareholders in writing and/or through an announcement through a Regulatory Information Service that such is the case.

 

24.      No interest will be payable to any Shareholder in respect of any monies that are held in the escrow account or due in consideration of any Ordinary Share that has been accepted for Tender.

 

Overseas Shareholders

Overseas Shareholders should inform themselves about and observe any applicable or legal regulatory requirements in their relevant jurisdiction. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

 

1.       The making of the Tender Offer in, or to persons resident in, jurisdictions outside the United Kingdom or who are citizens, residents or nationals of other countries may be affected by the laws of the relevant jurisdiction. Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of countries outside the United Kingdom should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to take up the Tender Offer to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes due in such jurisdiction. Any such Shareholder will be responsible for any such transfer or other taxes by whomsoever payable and the Company, the Transfer Agent and WH Ireland and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.

 

2.         In particular, the Tender Offer is not being made directly or indirectly into or from or by use of the mails or by any means or instrumentality (including, without limitation, facsimile transmission, telex, and telephone) or interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia, New Zealand, Japan or South Africa and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility from within the United States, Canada, Australia, New Zealand, Japan or South Africa. Accordingly, copies of the Circular, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed or sent in, into, or from the United States, Canada, Australia, New Zealand, Japan or South Africa, including to Shareholders with registered addresses in the United States, Canada, Australia, New Zealand, Japan or South Africa, or to persons who are custodians, nominees or trustees holding Ordinary Shares for persons in the United States, Canada, Australia, New Zealand, South Africa or Japan. Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail them in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan or use such mails or any such means, instrumentality or facility, in connection with the Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons in such countries wishing to accept the Tender Offer should not use such mails or any such means, instrumentality or facility for any purpose, directly or indirectly, relating to acceptance of a Tender Offer. Envelopes containing a Tender Form should not be postmarked in the United States, Canada, Australia, New Zealand, South Africa or Japan or otherwise dispatched from the United States, Canada, Australia, New Zealand, South Africa or Japan and all accepting Shareholders must provide addresses outside the United States, Canada, Australia, New Zealand, South Africa or Japan for the remittance of cash or return of Tender Forms and share certificates.

 

3.        If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards the Circular, the Tender Form or any related documents in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, Canada, Australia, New Zealand, South Africa or Japan in connection with such forwarding, such persons should:

 

(a)     inform the recipient of such fact;

 

(b)     explain to the recipient that such action may invalidate any purported acceptance by the recipient; and

 

(c)     draw the attention of the recipient to this section of the Circular.

 

4.         The provisions in this section and/or any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards a specific Shareholder or on a general basis by WH Ireland in its absolute discretion but only if WH Ireland is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law. Subject to this, the provisions in this paragraph supersede any terms of the Tender Offer inconsistent therewith. References to a Shareholder shall include references to the persons executing a Tender Form and in the event of more than one person executing a Tender Form, the provisions in this section shall apply to them jointly and severally.

 

Procedure for tendering

Ordinary Shares held in certificated form

To participate in the Tender Offer, Qualifying Shareholders holding Ordinary Shares in certificated form must complete, sign, have witnessed and return the Tender Form in accordance with these instructions and the instructions on the Tender Form. The following instructions should be read together with the notes on the Tender Form:

 

(a)       To take up the Tender Offer in respect of Ordinary Shares held in certificated form, you must complete Box 1A or 1B and sign and have witnessed Box 2 of the accompanying Tender Form in accordance with the instructions thereon.

 

(b)      You should complete separate Tender Forms for Ordinary Shares held in certificated form but under different designations. Additional copies of the Tender Form can be obtained from the Receiving Agent.

 

(c)    Completed, signed and witnessed Tender Forms plus original share certificates and/or other documents of title, should be sent by post to the Receiving Agent at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or by hand (during normal business hours only) to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA as soon as possible and, in any event, so as to be received not later than 11.00 a.m. on 20 October 2016. Duly completed Tender Forms sent by any of the means set out above and received signed and complete in all respects by the prescribed time will be treated as tenders of Ordinary Shares in accordance with the terms and conditions of the Tender Offer. No acknowledgement of receipt of documents will be given. The instructions on the Tender Form shall be deemed to form part of the terms of the Tender Offer.

 

By signing and returning a Tender Form, you will be deemed to have appointed Neville Registrars Limited as the Receiving Agent in respect of the tender process. WH Ireland will therefore issue a contract note on behalf of all Shareholders whose Ordinary Shares are so purchased under the Tender Offer and will remit the cash consideration to Neville Registrars Limited with instructions that such consideration be remitted to Shareholders in accordance with the terms and conditions of the Tender Offer.

 

If you have lost your share certificate and/or other document of title, you should write to the Transfer Agent at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or telephone the helpline detailed below for a letter of indemnity in respect of the lost share certificate and/or other document of title. When completed in accordance with the instructions given, such indemnity should be returned by post to the Receiving Agent at Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA or by hand (during normal business hours only) to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA  so as to arrive not later than 11.00 a.m. on 20 October 2016. A fee may be payable by the Shareholder in respect of each letter of indemnity.

 

If you have any enquiries in relation to the Tender Offer, please contact Neville Registrars Limited on 0121 585 1131 or, if calling from outside the UK, on +44 121 585 1131. Lines are open 9.00a.m. to 5.00p.m., Monday to Friday (except bank holidays). Calls to the helpline number from inside the UK are charged at your service provider's standard rates (charges may vary).  Calls to the helpline number from outside the UK are charged at applicable international rates. Calls may be recorded and monitored randomly for security and training purposes. Neville Registrars Limited cannot provide advice on the merits of the Tender Offer or give any financial, legal or tax advice.

 

Ordinary shares in uncertificated form (that is, in CREST)

If your Ordinary Shares are in uncertificated form, to tender such shares under the Tender Offer you should take (or procure the taking of) the action set out below to transfer (by means of a TTE instruction) the number of Ordinary Shares in respect of which you wish to tender under the Tender Offer to an escrow balance specifying Neville Registrars Limited's (in its capacity as a CREST Participant under Neville's Participant ID and Member Account ID as referred to below) as the Escrow Agent, as soon as possible and in any event so that the transfer to escrow settles by no later than 11.00 a.m. on 20 October 2016.

 

The input and settlement of a TTE instruction in accordance with this section shall constitute an offer to WH Ireland to sell to it the number of Ordinary Shares at the price indicated on the terms of the Tender Offer by transferring such shares to the relevant escrow account as detailed below. If you are a CREST Sponsored Member, you should refer to your CREST Sponsor before taking any action. Only your CREST Sponsor will be able to send the TTE instruction to Euroclear in relation to your Ordinary Shares.

 

The Corporate Action Number is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST.

You should send (or, if you are a CREST Sponsored Member, procure that your CREST Sponsor sends) a TTE instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specifications and which must contain, in addition to the other information that is required for the TTE instruction to settle in CREST, the following details:

 

•        the number of Ordinary Shares to be transferred to the relevant escrow account;

 

•        your Member Account ID;

 

•        your Participant ID;

 

•          the Participant ID of the Escrow Agent, in its capacity as a CREST Escrow Agent, which is 7RA11;

 

•          the Member Account ID of the Receiving Agent, which is AVARAE. The input and settlement of a TTE instruction in accordance with this section (which has not been validly withdrawn) shall constitute an offer to WH Ireland to sell to it the number of Ordinary Shares at the price indicated on the terms of the Tender Offer, by transferring such shares to the relevant escrow account as detailed above;

 

•        the ISIN number in respect of the Company shares, which is GB00B137SQ61;

 

•          the intended settlement date. This should be as soon as possible and in any event no later than 11.00 a.m. on 20 October 2016;

 

•        the contact name and telephone number in the shared note field;

 

•          the corporate action number for the Tender Offer, which is allocated by Euroclear and can be found by viewing the relevant corporate action details in CREST; and

 

•        input with a standard delivery instruction priority of 80.

 

After settlement of the TTE instruction, you will not be able to access the Ordinary Shares concerned for any transaction or charging purposes, notwithstanding that they will be held in escrow until completion or lapse of the Tender Offer.

 

You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE instruction relating to your Ordinary Shares to settle prior to 11.00 a.m. on 20 October 2016. In this connection you are referred in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

 

The Company and/or WH Ireland will make an appropriate announcement if any of the details contained in this section relating to settlement in CREST are materially altered.

 

Deposits of Ordinary Shares into, and withdrawals of Ordinary Shares from, CREST

Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form or vice versa during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares relating to the Tender Offer or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person with a holding in or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with the take up of the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 11.00 a.m. on 20 October 2016, whether in certificated or uncertificated form.

 

Effect of Tender

 

Tender Forms

Completion and lodgment of a Tender Form, including the completion and lodgment of a Tender Form which is treated by WH Ireland as valid, shall constitute the irrevocable agreement, warranty and representation by the relevant Qualifying Shareholder that:

 

(a)    the execution of the Tender Form shall constitute an offer to WH Ireland to sell to it (and/or its affiliate) such number of certificated Ordinary Shares as are inserted in Box 1A or 1B (as applicable) of the Tender Form or deemed to be tendered, in each case on and subject to the terms and conditions set out or referred to in the Circular and the Tender Form and that, once lodged, such tender shall be irrevocable;

 

(b)      such Shareholder has full power and authority to tender, sell, assign or transfer the Ordinary Shares in respect of which such offer is accepted (together with all rights attaching thereto) and WH Ireland (and/or its affiliate) will acquire such Ordinary Shares as principal with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after 20 October 2016;

 

(c)       such completion and lodgment, shall, subject to the Tender Offer becoming unconditional, irrevocably constitute WH Ireland or its agents and officers as such Shareholder's agent, and an instruction to them as such, to:

 

(i)           complete and execute any and all forms and take any and all actions which are necessary or, in WH Ireland's absolute discretion, desirable to give effect to the purchase of the Ordinary Shares that are the subject of the Tender Form;

 

(ii)          procure the purchase of the Ordinary Shares which are the subject of the Tender Form; and

 

(iii)         dispatch or otherwise make payment of the proceeds of sale in respect of the purchased Ordinary Shares in accordance with the settlement provisions set out below;

 

(d)      such Shareholder shall not take any action which would prevent the Company or the Receiving Agent from cancelling the Ordinary Shares tendered under the Tender Offer, should WH Ireland (or its affiliate) require the Company to purchase at the Tender Offer Price the Ordinary Shares purchased pursuant to the Tender Offer in accordance with the Repurchase Agreement;

 

(e)      such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by WH Ireland or any of its directors or agents and officers or any person nominated by WH Ireland or the Receiving Agents or any of its directors in the proper exercise of their or his powers and/or authorities hereunder;

 

(f)       such Shareholder with a holding of Ordinary Shares in certificated form will deliver to the Receiving Agent their share certificate and/or other document of title in respect of the Ordinary Shares referred to in sub-paragraph (a) above, or an indemnity acceptable to WH Ireland in lieu thereof, or will procure the delivery of such document(s) to such person(s) as soon as possible thereafter and, in any event, by no later than 11.00 a.m. on 20 October 2016;

 

(g)       the provisions of the Tender Form form part of the terms and conditions of the Tender Offer;

 

(h)      such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by WH Ireland to be desirable, in each case to complete the purchase of the Ordinary Shares and/or to perfect any of the authorities expressed to be given hereunder;

 

(i)       such Shareholder has observed the laws of all relevant jurisdictions, obtained any requisite consents and complied with all applicable formalities, so that the invitation under the Tender Offer may be made to him under the laws of the relevant jurisdiction, and has not taken or omitted to take any action which would otherwise result in WH Ireland (or any affiliate) or the Company acting in breach of any applicable legal or regulatory requirement in respect of the purchase of the Ordinary Shares tendered by him under the Tender Offer and the associated Repurchase;

 

(j)       such Shareholder has not received or sent copies or originals of the Circular or the Tender Form or any related documents in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) or interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia, New Zealand, South Africa or Japan, the Circular or the Tender Form have not been mailed or otherwise sent in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan and such Shareholder is accepting the Tender Offer from outside the United States, Canada, Australia, New Zealand, South Africa or Japan;

 

(k)      on execution a Tender Form takes effect as a deed; and

 

(l)        the execution of a Tender Form constitutes such Shareholder's submission to the jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Tender Offer or the Tender Form. A reference in this paragraph to a Shareholder includes a reference to the person or persons executing a Tender Form and in the event of more than one person executing a Tender Form, the provisions of this paragraph will apply to them jointly and severally.

 

Electronic Tenders

The input of the TTE instruction which is treated by WH Ireland and the Company as valid shall constitute the agreement and irrevocable representation by the relevant Qualifying Shareholder that:

 

(a)      the input of the TTE instruction shall constitute an offer to sell to WH Ireland (and/or its affiliate) such number of Ordinary Shares as are specified in the TTE instruction or deemed to be tendered, in each case, on and subject to the terms and conditions set out or referred to in the Circular and the TTE instruction and that, once lodged, such tender shall be irrevocable;

 

(b)       such Shareholder has full power and authority to tender, sell, assign or transfer the Ordinary Shares in respect of which the Tender Offer is accepted (together with all rights attaching thereto) and, when the same are purchased by WH Ireland (and/or its affiliate), WH Ireland (and/or its affiliate) will acquire such Ordinary Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto, on or after 20 October 2016;

 

(c)      the input of the TTE instruction which has effect as a tender under the Tender Offer, subject to the Tender Offer becoming unconditional, irrevocably constitutes WH Ireland as such Shareholder's agent, and an instruction to it as such, to complete and execute all or any instruments of transfer and/or other documents or input any instructions into Euroclear at the agent's discretion in relation to the Ordinary Shares referred to in paragraph D.2(a) above in favour of WH Ireland or such other person or persons as WH Ireland may direct and to deliver any documents or input any instructions into Euroclear relating to such Ordinary Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such agent be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in WH Ireland or its nominee or such other person as WH Ireland may direct such Ordinary Shares;

 

(d)       such Shareholder shall not take any action which would prevent the Company or the Receiving Agent from cancelling the Ordinary Shares tendered under the Tender Offer, should WH Ireland require the Company to purchase at the Tender Offer Price the Ordinary Shares purchased pursuant to the Tender Offer in accordance with the Repurchase Agreement;

 

(e)      such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by WH Ireland or any of its directors agents or officers or any person nominated by WH Ireland or the Receiving Agents or any of its directors in the proper exercise of their or his powers and/or authorities hereunder;

 

(f)        if, for any reason, any Ordinary Shares in respect of which a TTE instruction has been made are, prior to 11.00 a.m. on 20 October 2016, converted into certificated form, the Electronic Tender in respect of such Ordinary Shares shall cease to be valid and the Shareholder will need to comply with the procedures for tendering Ordinary Shares in certificated form as set out in this Part II in respect of the Ordinary Shares so converted, if he wishes to make a valid tender of such Ordinary Shares pursuant to the Tender Offer;

 

(g)    such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by WH Ireland to be desirable, in each case to complete the purchase of the Ordinary Shares and/or to perfect any of the authorities expressed to be given hereunder;

 

(h)      such Shareholder has observed the laws of all relevant jurisdictions, obtained any requisite consents and complied with all applicable formalities, so that the invitation under the Tender Offer may be made to him under the laws of the relevant jurisdiction, and has not taken or omitted to take any action which would otherwise result in WH Ireland or the Company acting in breach of any applicable legal or regulatory requirement in respect of the purchase of the Ordinary Shares tendered by him under the Tender Offer;

 

(i)      such Shareholder has not received or sent copies or originals of this document, the Tender Form or any related documents in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) or interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia, New Zealand, South Africa or Japan, this document or the Tender Form has not been mailed or otherwise sent in, into or from the United States, Canada, Australia, New Zealand, South Africa or Japan and such Shareholder is accepting the Tender Offer from outside the United States, Canada, Australia, New Zealand, South Africa or Japan;

 

(j)        the creation of an assured payment obligation in favour of such Shareholder's payment bank in accordance with the CREST assured payment arrangements as referred to in the paragraph below under the heading "Settlement" will, to the extent of the obligations so created, discharge fully any obligation of WH Ireland to pay to such Shareholder the consideration to which he is entitled under the Tender Offer; and

 

(k)       the input of the TTE instruction constitutes such Shareholder's submission to the exclusive jurisdiction of the courts of England and Wales in relation to all matters arising out of or in connection with the Tender Offer.

 

Settlement

Subject to the Tender Offer becoming unconditional, settlement of the consideration to which any Shareholder is entitled pursuant to tenders accepted by WH Ireland as complete in all respects will be made by the dispatch of cheques or CREST messages as follows:

 

Shares in uncertificated form (that is, in CREST)

Where a purchase relates to Ordinary Shares held by Shareholders in uncertificated form, the cash consideration will be paid through CREST, by the Receiving Agent (on behalf of WH Ireland) procuring the creation of an assured payment obligation in favour of the payment banks of accepting Shareholders in accordance with the CREST assured payment arrangement. WH Ireland reserves the right to settle all or any of the consideration referred to in this paragraph in the manner referred to in paragraph E.2 below, if for any reason it wishes to do so.

 

Shares in certificated form 

Where an accepted tender relates to Ordinary Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the person or agent whose name and address (outside the United States, Canada, Australia, New Zealand, Japan South Africa or any other Restricted Jurisdiction) is set out in Box 1 of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the registered address of the first named Shareholder. All cash payments will be made in pounds sterling by cheque, drawn on a branch of a UK clearing bank.

 

 

DEFINITIONS

 

 

The following shall apply throughout the announcement unless the context otherwise requires:

 

         

"Act"                                                              

the Isle of Man Companies Act 2006

"AIM"                                                           

AIM, the market of that name operated by the London Stock Exchange

"AIM Rules"                                                 

the "AIM Rules for Companies" published by the London Stock Exchange from time to time

"Articles"                                                      

the articles of association of the Company, as amended from time to time

"Board"                                                         

the  board  of  directors  of  the  Company,  as  set  out  on page 10 of the circular

"Business Day"                                             

a day, not being a public holiday, Saturday or Sunday on which clearing banks in London are open for business

"Buyback Shares"

up to 16,156,667 Ordinary Shares proposed to be acquired by the Company pursuant to the Proposed Buybacks

"Certificated Shareholder"                         

a holder of Ordinary Shares in certificated form

"certificated" or "in certificated form"      

not in uncertificated form

"Company" or "Avarae "                          

Avarae Global Coins plc

"Company's Results"

the Company's audited results for the year ended 31 March 2016 announced today

"Completion Date"                                       

on or around 20 October 2016

"CREST"                                                      

 

the   relevant   system   (as   defined   in   the   CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"CREST Manual"                                        

the CREST Manual published by Euroclear

"CREST Member"                                      

 

a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)

"CREST Participant"                                  

 

a  person  who  is,  in  relation  to  CREST,  a  system participant (as defined in the CREST Regulations)

"CREST Regulations"                                 

the Uncertificated Securities Regulations 2006 (Isle of Man)

"CREST Sponsor"                                       

 

a CREST Participant admitted to CREST as a CREST sponsor

"CREST Sponsored Member"                    

 

a  CREST  Member  admitted  to  CREST  as  a  CREST sponsored member

"De-Listing"                                                 

 

the cancellation of admission of the Ordinary Shares to trading on AIM in accordance with the AIM Rules

"Directors"                                                    

 

the directors of the Company (each being a "Director")

"Disclosure and Transparency Rules"       

 

the disclosure rules and transparency rules made by the UK Financial Conduct Authority pursuant to section 73A of FSMA

"EGM"

 

the  general  meeting  of  the  Company  convened  for noon on 13 October 2016, notice of which is set out at the end of the circular (including any adjournment of such meeting)

"Euroclear"                                                   

Euroclear UK & Ireland Limited

"Form of Proxy" or "Proxy Form"            

 

the form of proxy enclosed with the circular for use by Shareholders in connection with the EGM

"FSMA"                                                        

 

the Financial Services and Markets Act 2000, as amended from time to time

"London Stock Exchange"                          

London Stock Exchange plc

"Montoya"

Montoya Investments Limited, a shareholder of the Company

"Notice of EGM"                      

 

the notice convening the EGM set out at the end of the circular

"Ordinary Shares"                                       

 

ordinary shares of one (1) pence each in the capital of the Company

"Overseas Shareholders"                            

Shareholders  who  are  resident  in,  or  citizens  of,  a jurisdiction or territory outside of the United Kingdom (each being an "Overseas Shareholder")

"Participant ID"                                           

 

the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant

"Proposals"                                                   

 

the Tender Offer, the De-Listing, the purchase of Ordinary Shares pursuant to the Tender Offer and the Repurchase, and the Proposed Buybacks, all as described in the circular

"Proposed Buybacks"

the proposed buy back by the Company of the Buyback Shares following completion of the Tender Offer and De-Listing, as further explained in paragraph 6 of Part I of the circular

"Qualifying Shareholders"                          

 

Shareholders who are entitled to participate in the Tender Offer, being Shareholders on the Register at the Record Date save for:

(i)  Shareholders located in a Restricted Jurisdiction; and

(ii)  Shareholders who have irrevocably undertaken to Avarae  to refrain from tendering their Ordinary Shares pursuant to the Tender Offer (or, in respect of Shareholders who have provided such an undertaking in respect of part only of their holdings of Ordinary Shares, such Shareholders but only in respect of the Ordinary Shares which are not subject to any such undertaking)

"Escrow Agent"

Neville Registrars Limited of Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA

"Record Date"                                              

5.00p.m. on 20 October 2016

"Register"                                                     

the register of members of the Company

"Regulatory Information Service"             

has the meaning given to it in the AIM Rules

"Repurchase"                                               

 

the purchase by the Company of Ordinary Shares from WH Ireland pursuant to the Repurchase Agreement

"Repurchase Agreement"                            

 

the  agreement  dated  on or around the date hereof  between  the Company and WH Ireland whereby the Company has granted to WH Ireland a put option entitling WH Ireland to require the Company to purchase, at an amount per Ordinary Share equal to the Tender Offer Price, the Tender Offer Shares purchased by WH Ireland pursuant to the Tender Offer as described in the circular

"Resolution"

the resolution to be proposed at the EGM as set out in the Notice of EGM

"Restricted Jurisdiction"                             

 

each  of  the  United  States,  Canada,  Australia,  New Zealand, South Africa or Japan and any other jurisdiction where the extension or acceptance of the Tender Offer or where sending or making available information concerning the Tender Offer to Shareholders in such jurisdiction would violate the laws or regulations of that jurisdiction or may result in a risk of civil, regulatory or criminal penalties if information concerning the Tender Offer is sent or made available to a Shareholder of that jurisdiction

"Shareholders"                                             

 

the holders of Ordinary Shares and "Shareholder" shall mean any one of them

"Takeover Code"                                        

the City Code on Takeovers and Mergers

"Tender" and "Tendered"                           

 

refers to the tenders by Shareholders of Ordinary Shares pursuant to the Tender Offer

"Tender Conditions"                                    

 

the conditions to completion of the Tender Offer set out in Part II of the circular

"Tender Form"                                             

 

the  form  enclosed  with  this  document  for  use  by Qualifying Shareholders who hold Ordinary Shares in certificated form for use in connection with the Tender Offer

"Tender Offer"                                             

 

the invitation by WH Ireland to Qualifying Shareholders to tender Ordinary Shares for sale to WH Ireland on the terms and subject to the conditions set out in the circular and also, in the case of Ordinary Shares held in certificated form, the Tender Form

"Tender Offer Shares"

up to 16,156,667 Ordinary Shares to be acquired by the Company following completion of the Tender Offer pursuant to the Repurchase Agreement

"Tender Offer Closing Date"                      

 

the closing date of the Tender Offer, being 20 October 2016 or such other date as may be notified through a Regulatory Information Service in accordance with the terms of the Tender Offer

"Tender Offer Price"                                   

11.5 pence per Ordinary Share

"TFE Instruction"                                        

 

a Transfer  from  Escrow  Instruction  (as  defined  in  the CREST Manual) made in respect of Ordinary Shares

"TTE Instruction"                                       

 

a Transfer to Escrow Instruction (as defined in the CREST Manual) made in respect of Ordinary Shares

"UK" or "United Kingdom"                       

 

the United Kingdom of Great Britain and Northern Ireland

"uncertificated" or "in uncertificated form"

 

recorded on a register of securities maintained by Euroclear in accordance with the CREST Regulations as being in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

"US" or "United States"                              

the United States of America

"WH Ireland"                                            

WH Ireland  Limited, the  Company's nominated adviser and broker

 

 

 

All references in this announcement to specified times are to London time.

 

 


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