CPL Resources PLC Result of Tender Offer (6461U)

TIDMCPS

RNS Number : 6461U

CPL Resources PLC

26 October 2017

Cpl Resources plc ("Cpl" or the "Company")

Result of Tender Offer

The Board of Cpl is pleased to announce the result of the Tender Offer described in the circular issued by the Company to its shareholders on 28 September 2017 (the "EGM Circular"). The Tender Offer closed on 25 October 2017 in accordance with its published timetable.

A total of 12,961,940 Ordinary Shares were validly tendered at the Tender Price of EUR6.75 per Ordinary Share pursuant to the Tender Offer, which equates to approximately 42.0 per cent. of the 30,875,856 Ordinary Shares currently in issue.

The total number of Ordinary Shares to be purchased by the Company pursuant to the Tender Offer is 3,703,703 for a total consideration, before expenses, of approximately EUR25 million.

In accordance with the terms of the Tender Offer, Shareholders who validly tendered to sell less than or equal to approximately 11.995 per cent. of their shareholdings (their "Guaranteed Entitlement") will have their tender satisfied in full. Shareholders who validly tendered more than their Guaranteed Entitlement, will have their Guaranteed Entitlement satisfied in full and any Ordinary Shares tendered above their Guaranteed Entitlement will be scaled down (to the nearest whole number of Ordinary Shares) to approximately 4.34 per cent of their respective excess applications.

Ordinary Shares purchased under the Tender Offer will be cancelled by the Company. Following completion of the Tender Offer and cancellation of the validly tendered and accepted Ordinary Shares, the Company will have a total of 27,172,153 Ordinary Shares in issue.

It is anticipated that the crediting of CREST accounts (in the case of accepted tenders relating to Ordinary Shares in uncertificated form) and the despatch of consideration (in the case of accepted tenders relating to Ordinary Shares in certificated form) will occur by 9 November 2017. In addition, it is anticipated that CREST accounts will be credited for unsuccessfully tendered uncertificated Ordinary Shares by 31 October 2017, and that balance certificates will be issued, and share certificates for unsuccessfully tendered certificated Ordinary Shares will be returned, to Shareholders by 9 November 2017.

Directors' Interests

As described in the EGM Circular, certain of the Directors disposed of such number of shares as represented their respective Guaranteed Entitlements pursuant to the Tender Offer.

The table below sets out the Directors' respective shareholdings in the Company immediately prior to the Tender Offer and their respective shareholdings following their respective disposals pursuant to the Tender Offer.

 
                                                  Ordinary 
                                                    Shares 
                              % Shareholding      disposed 
                Shareholding           prior   of pursuant 
                    prior to          to the        to the  Shareholding  % Shareholding 
                  the Tender          Tender        Tender     following       following 
Director               Offer           Offer         Offer      disposal        disposal 
--------------  ------------  --------------  ------------  ------------  -------------- 
John Hennessy        102,606            0.33        12,308        90,298            0.33 
Anne Heraty        9,195,280           29.78     1,103,016     8,092,264           29.78 
Paul Carroll       1,833,819            5.94       219,975     1,613,844            5.94 
Mark Buckley          52,854            0.17         6,340        46,514            0.17 
Breffni 
 Byrne                 8,209            0.03           984         7,225            0.03 
Oliver                     -               -             -             -               - 
 Tattan 
Colm Long                  -               -             -             -               - 
--------------  ------------  --------------  ------------  ------------  -------------- 
 

Terms used but not defined in this announcement have the same meaning given to them in the EGM Circular.

For Further Information:

 
                           +353 1 614 
 Cpl Resources plc               6000 
 Anne Heraty (CEO) 
 Mark Buckley (COO) 
 
                           +353 1 679 
 Davy Corporate Finance          6363 
 Ivan Murphy 
 Daragh O'Reilly 
 
                           +353 1 765 
 FTI Consulting                  0888 
 Jonathan Neilan 
 Melanie Farrell 
 

Form for Notification 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 
                                1. John Hennessy 
 
                                2. Anne Heraty 
 
                                3. Paul Carroll 
 
                                4. Mark Buckley 
 
                                5. Breffni Byrne 
------  -------------------  ---------------------------------------- 
 2       Reason for the notification 
------  ------------------------------------------------------------- 
 a)      Position/status 
                                1. Non-Executive Chairman, PDMR 
 
                                2. Chief Executive Officer, PDMR 
 
                                3. Business Development Director, 
                                PDMR 
 
                                4. Chief Operating Officer and Deputy 
                                CEO, PDMR 
 
                                5. Non-Executive Director, PDMR 
------  -------------------  ---------------------------------------- 
 b)      Initial 
          Notification          Initial Notification 
          / Amendment 
------  -------------------  ---------------------------------------- 
 3       Details of the issuer, emission allowance market 
          participant, auction platform, auctioneer or 
          auction monitor 
------  ------------------------------------------------------------- 
 
   a)      Name                 CPL Resources plc 
------  -------------------  ---------------------------------------- 
 
   b)      LEI                  635400MBL7DAGFANI678 
------  -------------------  ---------------------------------------- 
 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      Ordinary Shares of nominal value 
          instrument,           EUR0.10 each 
          type of 
          instrument            ISIN: IE0007214426 
          Identification 
          code 
------  -------------------  ---------------------------------------- 
 b)      Nature of 
          the transaction       Disposal of Ordinary Shares under 
                                the Tender Offer 
------  -------------------  ---------------------------------------- 
 c)      Price(s)               Price(s)      Volume(s) 
          and volume(s)         ------------  -------------- 
 
                                  1. EUR6.75    1. 12,308 
 
                                  2. EUR6.75    2. 1,103,016 
 
                                  3. EUR6.75    3. 219,975 
 
                                  4. EUR6.75    4. 6,340 
 
                                  5. EUR6.75    5. 984 
                                ------------  -------------- 
------  -------------------  ---------------------------------------- 
 d)      Aggregated 
          information 
          - Aggregated          N/A, Single Transaction 
          volume 
          - Price 
------  -------------------  ---------------------------------------- 
         Date of 
 e)       the transaction       2017-10-26 
------  -------------------  ---------------------------------------- 
 f)      Place of 
          the transaction       ESM Market of Irish Stock Exchange, 
                                XDUB 
------  -------------------  ---------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 26, 2017 02:00 ET (06:00 GMT)