Volvere PLC Ordinary Share Buy-back (3072T)

TIDMVLE

RNS Number : 3072T

Volvere PLC

11 October 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

Volvere plc

("Volvere" or the "Company")

Ordinary Share Buy-back

Volvere plc, the growth and turnaround investment company, is pleased to announce that it intends on 12 October 2017 to repurchase up to 407,595 ordinary shares of 0.00001 pence in the capital of the Company (the "Ordinary Shares") at a purchase price of 835 pence per Ordinary Share (the "Buy-back"), to return up to approximately GBP3.4 million (before expenses) to shareholders in accordance with the approval granted by shareholders at the general meeting of the Company held on 19 November 2012.

Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) are invited to apply to participate in the Buy-back by contacting Nplus1 Singer Capital Markets Limited on the contact details below, as soon as possible and no later than 3.00 p.m. on 12 October 2017:

 
                              [phone] 
 Martin Campbell (Trading)     3005 
 

Requests to participate in the Buy-back may be subject to scaling back at the absolute discretion of the Company and N+1 Singer. It is intended that Shareholders will be able to participate in the Buy-back pro rata to their current holdings of Ordinary Shares.

Except as disclosed below, the Buy-back will be conducted within the parameters of the Market Abuse Regulation (EU) 596/2014 (MAR) and the Commission Delegated Regulation (EU) 2016/1052. The Company will repurchase up to a maximum of 407,595 Ordinary Shares, representing approximately 10.0 per cent. of the Company's issued share capital (excluding Ordinary Shares held in treasury) at a fixed price of 835 pence per Ordinary Share, being the closing price on 10 October 2017 provided that any and all buybacks will be made at a price per Ordinary Share of not more than 105 per cent. of the average market value per Ordinary Share for the five business days preceding the date of repurchase. If the 835 pence buyback price per Ordinary Share stated above does not meet this price requirement, buybacks will be executed at such alternative price per Ordinary Share representing 105 per cent. of the average closing price per Ordinary Share for the five business days preceding the date of repurchase instead. Shareholders should be aware that a repurchase of Ordinary Shares pursuant to the Buy-back on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on the AIM market of the London Stock Exchange plc, and could exceed the 25 per cent. limit of the average daily trading volume of the preceding 20 business days.

The Buy-back will be funded from the Group's cash balances which, including marketable securities, were approximately GBP20.5 million as at 30 June 2017. The Board believes that a return of cash is appropriate and represents a good use of the Company's excess liquidity arising from trading operations. The purpose of the Buy-back is to reduce the capital of the Company. Any Ordinary Shares purchased as part of the Buy-back will be held in treasury.

As at 11 October 2017 the Company has 6,207,074 Ordinary Shares in issue and admitted to trading on AIM. The Company holds 2,131,116 Ordinary Shares in treasury. The number of shares in issue (excluding treasury shares), and the figure to be used as the denominator for calculations of interests in the Company's voting rights, is 4,075,958 Ordinary Shares.

Directors' Intentions

Jonathan Lander, CEO, and Nicholas Lander, COO (together the "Concert Party"), have indicated they intend to participate in the Buy-back, which constitutes a related party transaction. David Buchler, non executive Chairman, will not participate in the Buy-back.

The current holdings of the members of the Concert Party are set out below:

 
 Director           Shareholding    % of issued share 
                                    capital excluding 
                                      treasury shares 
 Jonathan Lander       1,023,677               25.12% 
 Nicholas Lander         548,277               13.45% 
 Total                 1,571,954               38.57% 
 

The Concert Party members intend to participate in the Buy-back pro-rata to their holdings in order to maintain their individual and combined percentage shareholdings going forward. The price paid (before expenses) for any Ordinary Shares repurchased from the Concert Party will be 835 pence per Ordinary Share (or, if lower, the price per Ordinary Share which equates to 105 per cent. of the average market price per Ordinary Share for the five business days preceding the date of repurchase), being the same price to be paid to any other shareholder participating in the Buy-back.

Should the Buy-back be taken up in full, the Concert Party intends to sell approximately 10.0 per cent. of their current shareholding, equivalent to 38.57 per cent. of the Buy-back. Should the Buy-back not be completed in full, it is intended that the Concert Party's participation will be reduced proportionately such that the Concert Party's shareholding following the Buy-back remains approximately 38.57 per cent. and the holdings of Jonathan Lander and Nicholas Lander remain at approximately 25.12 per cent. and approximately 13.45 per cent. respectively.

Based on the terms above, David Buchler, the sole independent director, considers, having consulted with the Company's nominated adviser, N+1 Singer, that the terms of the participation of the Concert Party in the Buy-back are fair and reasonable insofar as the Company's shareholders are concerned.

Expected Timetable of Events

 
 Announcement of Buy-back            11 October 2017 
 Close of Buy-back           3.00 p.m. on 12 October 
                                                2017 
 Announcement of Result of           13 October 2017 
  Buy-back 
 

*All times shown are London times unless otherwise stated. The dates and times given are indicative only and are based on the Company's current expectations and may be subject to change. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

This announcement is released by Volvere plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the share buy-back described herein, and is disclosed in accordance with the Company's obligations under Article 17 of MAR. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by David Buchler, Non-executive Chairman.

Nplus1 Singer Capital Markets Limited and Nplus1 Singer Advisory LLP (together "N+1 Singer") are acting only for the Company in connection with the matters described in this announcement. N+1 Singer is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of N+1 Singer or advice to any other person in relation to the matters contained herein.

For further information, contact:

 
 Volvere plc                      Tel: [phone] 
  David Buchler, Non-executive     9707 
  Chairman 
  Jonathan Lander, CEO 
  Nick Lander, COO 
 N+1 Singer (Nominated Adviser   Tel: + 44 20 7496 
  and Broker)                     3000 
  Aubrey Powell 
  Liz Yong 
  James Hopton 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCLIFFTIDLLLID

(END) Dow Jones Newswires

October 11, 2017 04:30 ET (08:30 GMT)