For immediate release: 11 October 2021
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Completion of Tender Offer
and
Exercise of Options/RSUs
Further to the announcements of 10 September 2021 and 4 October 2021, Minds + Machines Group Limited (AIM: MMX) is pleased to announce the completion of its Tender Offer.
The Company confirms the Tender Offer was fully subscribed and 604,166,667 Ordinary Shares have been purchased at a price of 9.6 pence per Ordinary Share, for aggregate consideration of £58.0 million. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 1.45 Ordinary Shares were met in full, representing approximately 96.72% of the Ordinary Shares being purchased by the Company. The remaining 3.28% of the Ordinary Shares bought back under the Tender Offer, have been purchased on the basis of 1 Ordinary Share for every 38.6 Ordinary Shares tendered, pursuant to demand for Excess Shares by Eligible Shareholders. The Ordinary Shares that were purchased under the Tender Offer represented approximately 69.0% of the Ordinary Shares in issue.
All of the 604,166,667 Ordinary Shares bought back have been cancelled by the Company.
Total Voting Rights
Following completion of the Tender Offer, the total number of exercisable voting rights in the Company is now 271,316,341. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Exercise of Options
The Company also announces that, following the completion of the Tender Offer, certain Directors of the Company have exercised options over Ordinary Shares ("Options") or restricted stock units ("RSUs") as follows:
| Director/PDMR | Number of Options /RSUs exercised | Total cash settlement value of Options/RSUs exercised | Number of remaining Options/RSUs vested and outstanding | Number of remaining Options/RSUs not yet vested and outstanding | % of revised issued share capital held |
| Tony Farrow | 272,439 | £26,154.14 | 108,275 | - | 0.08% |
| Bryan Disher | 1,574,324 | £151,135.10 | 625,676 | - | - |
As permitted under the terms of the Minds + Machines Group Limited Restricted Stock Unit Plan and the Minds + Machines Group Limited Amended 2012 Stock Plan, the Company's Remuneration Committee has approved that these Options and RSUs will be settled for cash at the Tender Offer price of 9.6 pence per Ordinary Share. The number of Options and RSUs exercised and settled for cash represent the same pro rata proportion of those Options and RSUs currently vested as all Shareholders received in the Tender Offer.
Following settlement of these Options and RSUs, the Company has 8,095,380 Options and RSUs outstanding, representing approximately 3.0% of the Company's revised issued share capital.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular to shareholders dated 10 September 2021 and available on the Company's website www.mmx.co.
Further Information:
| Minds + Machines Group Limited | |
| Tony Farrow (CEO) Bryan Disher (CFO)
| via Belvedere Communications Limited |
| | |
| finnCap Ltd | Tel: +44 (0) 20 7220 0500 |
| Corporate finance - Carl Holmes / Simon Hicks Corporate broking - Tim Redfern / Richard Chambers
| |
| | |
| Belvedere Communications Limited John West Llew Angus | Tel: +44 (0) 20 3687 2756
|
For further information, please go to www.mmx.co
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Tony Farrow | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Minds + Machines Group Limited | ||||
| b) | LEI | 2138008VAFDJAYYYNP95 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | RSUs over Ordinary Shares | ||||
| Identification code | VGG614091012 | |||||
| b) | Nature of the transaction | Exercise of RSUs over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | Cash settlement of 272,439 RSUs at a price of 9.6 pence per Ordinary Share | ||||
| e) | Date of the transaction | 11 October 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Bryan Disher | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Minds + Machines Group Limited | ||||
| b) | LEI | 2138008VAFDJAYYYNP95 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Options over Ordinary Shares | ||||
| Identification code | VGG614091012 | |||||
| b) | Nature of the transaction | Exercise of Options over Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price | Cash settlement of 1,574,324 Options at a price of 9.6 pence per Ordinary Share | ||||
| e) | Date of the transaction | 11 October 2021 | ||||
| f) | Place of the transaction | Off market transaction | ||||
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