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ADA Adams Plc

6.50
0.00 (0.00%)
Last Updated: 08:00:26
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Adams Plc LSE:ADA London Ordinary Share IM00B986V543 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 6.50 5.00 8.00 6.50 6.50 6.50 0.00 08:00:26
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty -2.19M -2.37M -0.0162 -4.01 9.48M

Adams PLC Underwritten Open Offer and Notice of EGM (9365G)

02/06/2017 7:00am

UK Regulatory


Adams (LSE:ADA)
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TIDMADA

RNS Number : 9365G

Adams PLC

02 June 2017

.

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF ADAMS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU 596/2014).

Adams plc

("Adams" or the Company")

Underwritten Open Offer of up to 41,276,616 Open Offer Shares

at 2.5p per share

Proposed Waiver of Rule 9 of the City Code on Takeovers and Mergers

Notice of Extraordinary General Meeting

Adams is pleased to announce that, in order to provide the Company with additional resources with which to fund its investment strategy, the Company is proposing to raise GBP1,031,915 (before expenses) pursuant to an Open Offer. Under the Open Offer, all Qualifying Shareholders have an opportunity to subscribe for new Ordinary Shares at the Issue Price by subscribing for their respective Open Offer Entitlements which have been calculated on a one for one basis with their current holding in the Existing Ordinary Shares in the Company.

The Open Offer is being fully underwritten by Richard Griffiths pursuant to the Underwriting Agreement. Richard Griffiths has a holding of 29.9 per cent in the existing Ordinary Shares, inclusive of the holding by his controlled undertaking ORA Limited. Mr Griffiths is not being paid an underwriting fee for that underwriting commitment. Consequently, the estimated proceeds of the Open Offer are anticipated to be GBP1,031,915 (before expenses) irrespective of the level of take up of Open Offer Entitlements by the Company's other Shareholders.

The terms and conditions of the Open Offer will be set out in a circular being sent to Shareholders today, which will also include a notice convening an Extraordinary General Meeting. The circular will set out: the reasons for, and provide further information on, the Proposals; explain why the Independent Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole; and why the Independent Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

The Open Offer is conditional, inter alia, upon: (i) the passing (without amendment) of the Resolutions at the Extraordinary General Meeting; and (ii) admission of the Open Offer Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 29 June 2017. The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Enquiries:

 
Adams plc 
Mike Bretherton                   Tel: +44 1534 719761 
Nomad - Cairn Financial Advisers 
 LLP 
Sandy Jamieson, James Caithie     Tel: +44 207 213 
                                   0880 
Broker - Peterhouse Corporate 
 Finance Limited 
Heena Karani                      Tel: +44 207 469 
                                   3393 
 
   1.   Introduction and reasons for the Open Offer 

Adams is pleased to announce that, in order to provide the Company with additional resources with which to fund its investment strategy, the Company is proposing to raise GBP1,031,915 (before expenses) pursuant to the Open Offer. Under the Open Offer, all Qualifying Shareholders have an opportunity to subscribe for new Ordinary Shares at the Issue Price by subscribing for their respective Open Offer Entitlements which have been calculated on a pro rata basis to their holding in the Existing Ordinary Shares in the Company on the Record Date.

The Open Offer is conditional, inter alia, upon: (i) the passing (without amendment) of the Resolutions at the Extraordinary General Meeting; and (ii) admission of the Open Offer Shares to trading on AIM becoming effective on or before 8.00 a.m. on 29 June 2017 (or such later date and/or time as the Company and Mr Griffiths may decide, being no later than 5.00 p.m. on 14 July 2017).

It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on 29 June 2017. The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Open Offer is being fully underwritten by Richard Griffiths pursuant to the Underwriting Agreement. Richard Griffiths has a holding of 29.9 per cent in the existing Ordinary Shares, inclusive of the holding by his controlled undertaking ORA Limited. Mr Griffiths is not being paid an underwriting fee for that underwriting commitment. Consequently, the estimated proceeds of the Open Offer are anticipated to be GBP1,031,915 (before expenses) irrespective of the level of take up of Open Offer Entitlements by the Company's other Shareholders.

   2.   Open Offer Entitlement 

Subject to the fulfilment of the conditions of the Open Offer, Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares under the Open Offer at the Issue Price of 2.5 pence per Open Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the following basis:

1 Open Offer Share for every 1 Existing Ordinary Share

held by Qualifying Shareholders and registered in their name at the Record Date.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that under the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 5 June 2017. The Open Offer Entitlements will also be enabled for settlement in CREST on 5 June 2017 to satisfy bona fide market claims only. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Qualifying Non-CREST Shareholders will receive an Application Form which sets out their maximum entitlement to Open Offer Shares as shown by the number of Open Offer Entitlements allocated to them.

If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued to Qualifying Shareholders and any outstanding Open Offer Entitlements will be taken up by Richard Griffiths pursuant to the Underwriting Agreement.

The Open Offer is restricted to Qualifying Shareholders in order to enable the Company to benefit from exemptions from securities law requirements in certain jurisdictions outside the United Kingdom.

Action to be taken in respect of the Open Offer

Qualifying Non-CREST Shareholder will be sent an Application Form which gives details of their Open Offer Entitlement (i.e. the number of Open Offer Shares available to them). If Shareholders wish to apply for Open Offer Shares under the Open Offer, they should complete the Application Form and post it, or return it by hand (during normal business hours only), together with payment in full in respect of the number of Open Offer Shares applied for, to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR so as to arrive as soon as possible and in any event so as to be received by no later than 11.00 a.m. on 26 June 2017.

For Qualifying CREST Shareholders, no Application Form will be sent. Qualifying CREST Shareholders will receive a credit to their appropriate stock account in CREST in respect of their Open Offer Entitlement.

The latest time for applications to be received under the Open Offer is 11.00 a.m. on 26 June 2017. The procedure for application and payment depends on whether, at the time at which application and payment is made, Shareholders have an Application Form in respect of their Open Offer Entitlement or their Open Offer Entitlement has been credited to their stock account in CREST.

   3.   Financial update to 31 March 2017 and effect of Open Offer 

As at the end of March 2017, the Company's cash balances stood at GBP35,000 (EUR41,000). The Open Offer will raise GBP1,031,915 million (before expenses) and the net proceeds of this will put the Company on a sound financial footing to enable it to fund investment opportunities focusing on the technology and life science sectors in accordance with its investing policy.

The Company currently holds four AIM quoted investments which, based on the closing middle market prices of the shares in these companies on 1 June 2017, being the latest practicable date prior to the date of this announcement, have an aggregate value of GBP734,035. The investment portfolio comprises 69,000 shares in GVC Holdings plc valued at GBP552,000, 1,900,000 shares in Oxford Pharmascience Group plc valued at GBP29,925, 41,000 shares in Imagination Technologies Group plc valued at GBP48,585 and 202,000 shares in Communisis plc valued at GBP103,525. The Company also holds approximately GBP95,000 of loan notes and a small equity shareholding of GBP5,200 in Sherwood Holdings Limited, an unquoted company incorporated in the UK.

The Company's audited accounts to 31 March 2017 are expected to be announced on around 20 June 2017. Highlights of the as yet unaudited results to 31 March 2017 are as follows:

   --      Net assets at the end of the year EUR1,114,000 (2016: EUR1,100,000) 
   --      Net asset value per share at the end of the year EUR0.0270 (2016: EUR0.0266) 
   --      Gain for the year EUR14,000 (2016: loss EUR 234,000) 
   --      Cash and short term deposits at the end of the year EUR41,000 (2016: EUR258,000) 
   4.   Underwriting Agreement 

The Open Offer is being fully underwritten by Richard Griffiths pursuant to the Underwriting Agreement by which he has committed to take up his own maximum Open Offer Entitlement to 2,697,202 shares under the Open Offer and has further agreed to subscribe for or purchase, at the Open Offer Price, all of the Open Offer Shares not taken up by Shareholders under the Open Offer.

The obligations of Mr Griffiths under the Underwriting Agreement are conditional upon Admission becoming effective on or before 8.00 a.m. on 29 June 2017 (or such later date and/or time as the Company and Mr Griffiths may agree, being no later than 5.00 p.m. on 14 July 2017).

Mr Griffiths is not being paid an underwriting fee for the underwriting commitment.

The Underwriting Agreement is considered to be a related party transaction under the AIM Rules. The Independent Directors consider, having consulted with Cairn, the Company's Nominated Adviser, that the terms of the Underwriting Agreement are fair and reasonable insofar as Shareholders are concerned.

   5.   Concert Party 

Richard Griffiths has a direct shareholding of 1,025 Existing Ordinary Shares and his family own 2,696,177 Existing Ordinary Shares, representing in aggregate 6.53 per cent. of the current issued share capital of the Company. In addition, Mr Griffiths controls 80.36 per cent. of ORA Limited, which in turn holds 9,645,531 Existing Ordinary Shares representing 23.37 per cent. of the current issued share capital of the Company. ORA is therefore treated as a member of the Concert Party. Accordingly, Mr Griffiths and parties treated as acting in concert with him have an interest in a total of 12,342,733 Existing Ordinary Shares representing 29.90 per cent. of the current issued share capital of the Company.

Michael Bretherton, Chairman of the Company, is also a director of ORA and holds a 5.00 per cent. beneficial interest in ORA. Mr Bretherton does not have a direct holding in the Existing Ordinary Shares of the Company.

Richard Griffiths, Michael Bretherton and ORA are considered by the Panel to be acting in concert and are the members of the Concert Party.

   6.   Waiver of Rule 9 of the City Code on Takeovers and Mergers 

The Code Waiver is being sought in connection with the Open Offer.

The Concert Party holds 12,342,733 Existing Ordinary Shares (all of which comprise shares in which Mr Griffiths has an interest) representing 29.90 per cent. of the current issued share capital of the Company. Mr Griffiths has committed to take up his Open Offer Entitlement and has also agreed to fully underwrite the Open Offer. If a number of Qualifying Shareholders decline to take up their Open Offer Entitlement and the Company was to issue Open Offer Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement, then the shareholding interest of Mr Griffiths and the Concert Party could increase to above 30.0 per cent. If none of the other Qualifying Shareholders take up their Open Offer Entitlements, the Concert Party holding (all of which comprise shares in which Mr Griffiths has an interest) would increase to 64.95 per cent. of the Enlarged Share Capital of the Company.

As detailed in paragraph 7 below, this would ordinarily result in the Concert Party being required to make a mandatory cash offer, under the City Code, to the remaining Shareholders to acquire their Shares. Resolution 3 (the "Whitewash Resolution") is being proposed to enable the Company to issue further Ordinary Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement, without him or the Concert Party being required to make a mandatory cash offer to the remaining Shareholders.

   7.   The City Code and the Code Waiver 

As indicated above, the terms of the Open Offer and the Underwriting Agreement give rise to certain considerations under the City Code. Brief details of the Panel, the City Code and the protection they afford are given below.

The purpose of the City Code is to supervise and regulate takeovers and other matters to which it applies. The City Code is issued and administered by the Panel. The Company is a company to which the Code applies and as such its Shareholders are therefore entitled to the protections afforded by the City Code.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, an interest (as defined in the City Code) in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer, in cash, to all the remaining shareholders to acquire their shares.

Rule 9 of the City Code further provides that, inter alia, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any such person acting in concert with him, acquires an interest in additional shares which increase his percentage of shares carrying voting rights, such person is normally required by the Panel to make a general offer to the remaining shareholders to acquire their shares.

An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Richard Griffiths, Michael Bretherton, and ORA, who are considered by the Panel to be a concert party, currently have an interest in 12,342,733 Ordinary Shares (all of which comprise shares in which Mr Griffiths has an interest), representing approximately 29.90 per cent. of the current issued share capital of the Company. Following the Proposals, as a result of the issue of further Ordinary Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement, the interest of the Concert Party could increase to a maximum of 53,619,349 Ordinary Shares (all of which would comprise shares in which Mr Griffiths has an interest) representing 64.95 per cent. of the Enlarged Share Capital if none of the other Qualifying Shareholders take up their Open Offer Entitlements. This would have the effect of increasing the degree to which Mr Griffiths would be able to exercise influence over all matters requiring Shareholder approval, including election of Directors and the ability to pass special resolutions.

The Panel has been consulted and has agreed to waive the requirement for Mr Griffiths or the Concert Party to make a general offer under Rule 9 of the City Code in cash for Ordinary Shares in the Company which might otherwise arise as a result of the issue of further Ordinary Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement, subject to the Whitewash Resolution (as set out in the notice convening the Extraordinary General Meeting) being passed on a poll by the Independent Shareholders. To be passed, the Whitewash Resolution will require a simple majority of the votes cast by the Independent Shareholders. Mr Griffiths and ORA will not vote on the Whitewash Resolution. Mr Bretherton, who is a member of the Concert Party, has not taken part in in the deliberations of the Board in respect of the Underwriting Agreement and the Whitewash Resolution.

If following completion of the Proposals, Mr Griffiths and the Concert Party are interested in Shares carrying more than 50 per cent. of the Company's voting share capital then any further increase in his/its interest in Shares will no longer be subject to the provisions of Rule 9 of the City Code. Mr Griffiths and/or the Concert Party would in that instance, therefore, be able to increase his/its aggregate interest in Ordinary Shares without having to make an offer for the Company, although individual members of the Concert Party will not be able to increase their percentage interests in Shares through or between a Rule 9 threshold without Panel consent. They will, however, not be restricted from making an offer for the Company.

   8.   The intentions of Mr Griffiths and his controlled undertaking ORA Limited 

Adams is an investment holding and management company whose principal activity is investment in, opportunities focusing on the technology and life science sectors.

Mr Griffiths has confirmed to the Company that he intends that the Company should operate its business in the future in the same way that it currently does and that he has no intention to make any changes, following any increase in his percentage interests in Shares or voting rights as a result of the issue of Shares pursuant to the Open Offer and the Underwriting Agreement, to the Company's current plans regarding:

-- the continued employment of its employees and management, including any material change in conditions of employment;

-- the strategic plans and investment strategy of the Company and their likely repercussions on employment and the locations of the Company's places of business;

-- employer contributions into the Company's pension schemes (which are currently nil), the accrual of benefits for new members and the admission of new members;

   --      the deployment of the Company's fixed assets; and 
   --      the Company's existing trading facilities for its securities. 

It is intended to continue to run the Company on a low cost base with strict management disciplines and investing criteria.

The Company, Cairn and Richard Griffiths have entered into the Relationship Agreement dated 2 June 2017 which will govern the relationship between the Company and Richard Griffiths following the Open Offer to ensure that the Company shall be managed independently for the benefit of shareholders as a whole.

   9.   Extraordinary General Meeting 

The circular being sent to Shareholders includes a copy of a notice convening the Extraordinary General Meeting to be held at the Company's registered office, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP at 11.00 a.m. on 28 June 2017 at which the following resolutions will be proposed:

Resolution 1 (Authority to allot shares)

Resolution 1 is an ordinary resolution to increase the Directors' authority to allot Ordinary Shares, over and above those authorities granted at the Annual General Meeting on 2 September 2016 and which authorities will remain unaltered, to enable the Company to issue Shares in connection with the Open Offer.

Resolution 2 (Disapplication of Pre-Emption rights)

Resolution 2 is a special resolution conditional on the passing of Resolution 1, to disapply the statutory pre-emption rights in respect of the allotment of the Ordinary Shares to be allotted pursuant to Resolution 1 in connection with the Open Offer.

Resolution 3 (the Whitewash Resolution)

Resolution 3 is an ordinary resolution and relates to the disapplication of Rule 9 of the City Code following the issue of further Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement. The Panel has confirmed that, subject to the Whitewash Resolution being passed by the requisite majority of the Independent Shareholders on a poll, no mandatory bid obligation on Mr Griffiths or the Concert Party under Rule 9 of the City Code would be triggered by virtue of the issue of Shares to Mr Griffiths pursuant to the Open Offer and the Underwriting Agreement.

In accordance with the requirements of the City Code, Mr Griffiths and his controlled undertaking ORA have undertaken not to vote on the Whitewash Resolution in respect of their aggregate holding of 12,342,733 Ordinary Shares.

The Proposals are conditional, inter alia, on the passing of the Resolutions and Admission.

The Company specifies that only those members registered on the Company's register of members at:

   --      11.00 a.m. on 26 June 2017; or 

-- if the Extraordinary General Meeting is adjourned, at 11.00 a.m. on the day two days (not including non-working days) prior to the adjourned meeting,

shall be entitled to attend and vote at the Meeting.

Voting on the Whitewash Resolution will be by way of a poll and, following the Extraordinary General Meeting, the Company will announce its result on the Company's website at www.Adamsplc.co.uk.

10. Recommendation

The Independent Directors, having been so advised by Cairn, consider the Proposals to be fair and reasonable and in the best interests of the Company and its Shareholders as a whole and therefore recommend Shareholders to vote in favour of the Resolutions. In giving its advice, Cairn has taken account of the commercial assessments of the Independent Directors.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
                                                         2017 
 Record Date for Open Offer              Close of business on 
  Entitlements                                         1 June 
 Announcement of the Open                 7.00 a.m. on 2 June 
  Offer 
 Publication and posting                               2 June 
  of the circular and posting 
  of the Form of Proxy and 
  the Application Form to 
  Qualifying Shareholders 
 Ex-Entitlement Date                      8.00 a.m. on 2 June 
 Open Offer Entitlements                  as soon as possible 
  credited to stock accounts               after 8.00 a.m. on 
  of Qualifying CREST Shareholders                     5 June 
  in CREST 
 Recommended latest time                 4.30 p.m. on 20 June 
  for requesting withdrawal 
  of Open Offer Entitlements 
  from CREST 
 Recommended latest time                 3.00 p.m. on 21 June 
  for depositing Open Offer 
  Entitlements into CREST 
 Latest time and date for                3.00 p.m. on 22 June 
  splitting of Application 
  Forms (to satisfy bona 
  fide market claims only) 
 Latest time and date for               11.00 a.m. on 26 June 
  receipt of Forms of Proxy 
  in respect of the Extraordinary 
  General Meeting 
 
 Latest time and date for               11.00 a.m. on 26 June 
  receipt of completed Application 
  Forms, and payment in full 
  under the Open Offer or 
  settlement of relevant 
  CREST instructions (as 
  appropriate) 
 Extraordinary General Meeting          11.00 a.m. on 28 June 
 Announcement of result                               28 June 
  of Extraordinary General 
  Meeting and Open Offer 
 Admission effective and                 8.00 a.m. on 29 June 
  trading expected to begin 
  in Open Offer Shares on 
  AIM 
 CREST members' accounts                  as soon as possible 
  credited in respect of                   after 8.00 a.m. on 
  Open Offer Shares in uncertificated                 29 June 
  form 
 Despatch of share certificates                        5 July 
  in respect of Open Offer 
  Shares 
 

All times are London times and each of the times and dates are subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. Certain of the events in the timetable above are conditional upon, inter alia, the approval of the Resolutions

DEFINITIONS

 
 "Act"                             the Companies Act 2006 
                                    of the Isle of Man (as 
                                    amended); 
 "Admission"                       the effective admission 
                                    of the Open Offer Shares 
                                    to trading on AIM; 
 "AIM"                             the market of that name 
                                    operated by the London 
                                    Stock Exchange; 
 "AIM Rules"                       the AIM Rules for Companies; 
 "Applicant"                       a Qualifying Shareholder 
                                    or a person entitled 
                                    by virtue of a bona fide 
                                    market claim who lodges 
                                    an Application Form or 
                                    submits a valid USE instruction 
                                    in CREST in connection 
                                    with the Open Offer; 
 "Application Form"                the application form 
                                    enclosed with the circular 
                                    for use by Qualifying 
                                    Non-CREST Shareholders 
                                    in connection with the 
                                    Open Offer; 
 "Articles"                        the articles of association 
                                    of the Company for the 
                                    time being; 
 "Cairn"                           Cairn Financial Advisers 
                                    LLP, the Company's Nominated 
                                    Adviser; 
 "City Code"                       the City Code on Takeovers 
                                    and Mergers; 
 
 "Code Waiver"                     the waiver, conditional 
                                    upon the passing of the 
                                    Whitewash Resolution, 
                                    by the Panel of the obligation 
                                    on the Concert Party 
                                    that may otherwise arise 
                                    under Rule 9 of the City 
                                    Code to make a mandatory 
                                    cash offer for the issued 
                                    Ordinary Shares not already 
                                    owned by it as a result 
                                    of the acquisition of 
                                    Open Offer Shares; 
 
 "Company" or "Adams"              Adams plc; 
 "Concert Party"                   Richard Griffiths, Michael 
                                    Bretherton and ORA Limited; 
 
 "CREST"                           the relevant system (as 
                                    defined in the CREST 
                                    Regulations) for paperless 
                                    settlement of share transfers 
                                    and the holding of shares 
                                    in uncertificated form 
                                    which is administered 
                                    by Euroclear; 
 "CREST Manual"                    the CREST Manual referred 
                                    to in agreements entered 
                                    into by Euroclear and 
                                    available at www.euroclear.com; 
 "CREST member"                    a person who has been 
                                    admitted to CREST as 
                                    a system-member (as defined 
                                    in the CREST Regulations); 
 "CREST member account             the identification code 
  ID"                               or number attached to 
                                    a member account in CREST; 
 "CREST participant"               a person who is, in relation 
                                    to CREST, a system-participant 
                                    (as defined in the CREST 
                                    Regulations); 
 "CREST participant ID"            shall have the meaning 
                                    given in the CREST Manual; 
 "CREST payment"                   shall have the meaning 
                                    given in the CREST Manual; 
 
 "CREST Regulations"               The Isle of Man Uncertificated 
                                    Securities Regulations 
                                    2006 (Statutory Document 
                                    No 743/06) together with 
                                    the United Kingdom Uncertificated 
                                    Securities Regulations 
                                    2001 (SI 2001/3755) (as 
                                    amended); 
 "CREST sponsor"                   a CREST participant admitted 
                                    to CREST as a CREST sponsor; 
 "CREST sponsored member"          a CREST member admitted 
                                    to CREST as a sponsored 
                                    member; 
 "Directors" or "Board"            the directors of the 
                                    Company at the date of 
                                    this announcement; 
 "Enlarged Share Capital"          the entire issued ordinary 
                                    share capital of the 
                                    Company on Admission 
                                    following completion 
                                    of the Open Offer; 
 "Euroclear"                       Euroclear UK & Ireland 
                                    Limited, the operator 
                                    of CREST; 
 "Ex-Entitlement Date"             the date on which the 
                                    Existing Ordinary Shares 
                                    are marked "ex" for entitlement 
                                    under the Open Offer; 
 "Existing Ordinary Shares"        the existing ordinary 
                                    shares of EUR0.01 each 
                                    in the capital of the 
                                    Company in issue at the 
                                    date of this announcement; 
 "Extraordinary General            the extraordinary general 
  Meeting"                          meeting of the Company 
                                    convened for 11.00 a.m. 
                                    on 28 June 2017 and any 
                                    adjournment thereof; 
 
 "Form of Proxy"                   the form of proxy enclosed 
                                    with the circular for 
                                    use by Shareholders in 
                                    connection with the Extraordinary 
                                    General Meeting; 
 "FCA"                             the Financial Conduct 
                                    Authority; 
 "FSMA"                            the Financial Services 
                                    and Markets Act 2000 
                                    (as amended); 
 "Independent Directors"           The Directors that are 
                                    independent of Richard 
                                    Griffiths, being Nicholas 
                                    Woolard and Andrew Mitchell 
                                    as at the date of this 
                                    announcement; 
 
 "Independent Shareholders"        all Shareholders other 
                                    than members of the Concert 
                                    Party; 
 "Issue Price"                     2.5 pence per Open Offer 
                                    Share; 
 "London Stock Exchange"           London Stock Exchange 
                                    plc; 
 "Member Account ID"               the identification code 
                                    or number attached to 
                                    any member account in 
                                    CREST; 
 "New Ordinary Shares"             ordinary shares of EUR0.01 
                                    each in the capital of 
                                    the Company arising on 
                                    completion of the Open 
                                    Offer; 
 
 "Official List"                   the Official List of 
                                    the United Kingdom Listing 
                                    Authority; 
 "Open Offer"                      the conditional offer 
                                    to Qualifying Shareholders, 
                                    constituting an invitation 
                                    to apply for Open Offer 
                                    Shares; 
 "Open Offer Entitlement"          the entitlement to apply 
                                    for Open Offer Shares 
                                    pursuant to the Open 
                                    Offer; 
 "Open Offer Shares"               the 41,276,616 Ordinary 
                                    Shares which are the 
                                    subject of the Open Offer; 
 "ORA" or "ORA Limited"            ORA Limited, a company 
                                    incorporated in Jersey 
                                    with registered number 
                                    114893 and having its 
                                    registered office at 
                                    Kensington Chambers, 
                                    46/50 Kensington Place, 
                                    St Helier, Jersey, JE1 
                                    1ET; 
 "Ordinary Shares" or              ordinary shares of EUR0.01 
  "Shares"                          each in the Company; 
 
 "Overseas Shareholders"           shareholders who are 
                                    resident in or a citizen 
                                    or national of any country 
                                    outside the United Kingdom; 
 "Panel"                           the Panel on Takeovers 
                                    and Mergers; 
 
 "Peterhouse"                      Peterhouse Corporate 
                                    Finance Limited; 
 "Proposals"                       the Open Offer and the 
                                    Underwriting Agreement; 
 "Prospectus Rules"                the Prospectus Rules 
                                    made in accordance with 
                                    EU Prospective Directive 
                                    2003/71/EC published 
                                    by the FCA pursuant to 
                                    Part VI of FSMA; 
 
 "Qualifying CREST Shareholders"   Qualifying Shareholders 
                                    holding Existing Ordinary 
                                    Shares in a CREST account; 
 "Qualifying Non-CREST             Qualifying Shareholders 
  Shareholders"                     holding Existing Ordinary 
                                    Shares in certificated 
                                    form; 
 "Qualifying Shareholders"         shareholders whose Existing 
                                    Ordinary Shares are on 
                                    the register of members 
                                    of the Company at the 
                                    close of business on 
                                    the Record Date with 
                                    the exclusion (subject 
                                    to exemptions) of persons 
                                    with a registered address 
                                    or located or resident 
                                    in any of the Restricted 
                                    Jurisdictions; 
 "Receiving Agent"                 Share Registrars Limited; 
 "Record Date"                     close of business on 
                                    1 June 2017; 
 "Relationship Agreement"          the deed of agreement 
                                    dated 2 June 2017 between 
                                    1) the Company, 2) Cairn 
                                    and 3) Richard Griffiths; 
 "Resolutions"                     the resolutions to be 
                                    proposed at the Extraordinary 
                                    General Meeting; 
 "Restricted Jurisdiction"         each and any of Australia, 
                                    Canada, Japan, United 
                                    States, the Republic 
                                    of South Africa and New 
                                    Zealand and any other 
                                    jurisdiction where the 
                                    extension or availability 
                                    of the Open Offer would 
                                    breach applicable law; 
 "Shareholders"                    holders of Existing Ordinary 
                                    Shares, and the term 
                                    "Shareholder" shall be 
                                    construed accordingly; 
 "Underwriting Agreement"          the agreement dated 2 
                                    June 2017, entered into 
                                    by Richard Griffiths 
                                    and the Company in respect 
                                    of the Open Offer; 
 
 "USE"                             unmatched stock event; 
 "Whitewash Resolution"            the ordinary resolution 
                                    to be proposed at the 
                                    Extraordinary General 
                                    Meeting in relation to 
                                    the Code Waiver. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 02, 2017 02:00 ET (06:00 GMT)

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