TIDMNTBR
RNS Number : 9230Q
Northern Bear Plc
23 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE USA,
SINGAPORE, THE REPUBLIC OF SOUTH AFRICA AND ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU
596/ 2014) AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED
23 October 2023
Northern Bear plc
("Northern Bear", the "Company" or, together with its
subsidiaries, the "Group")
Proposed return of capital of up to GBP3.1 million by way of
Tender Offer for up to 5,000,000 Ordinary Shares at a fixed price
of 62 pence per Ordinary Share
Notice of General Meeting
Trading Update
Northern Bear (LSE:NTBR), the AIM quoted holding company of the
group of companies providing specialist building and support
services headquartered in Northern England and serving customers
across the UK, is pleased to announce a proposed return of capital
of up to GBP3.1 million by way of a Tender Offer for up to
5,000,000 Ordinary Shares at a fixed price of 62 pence per Ordinary
Share (the "Tender Offer"), pursuant to which Shareholders are
invited to tender some or all of their Ordinary Shares for purchase
by the Company. The maximum number of Ordinary Shares that could be
purchased under the Tender Offer will be 5,000,000, which is
equivalent to 26.7 per cent. of the Current Issued Ordinary Shares
as at the Record Date and at a price of 62 pence per Share (the
"Tender Price").
The Tender Price of 62 pence per Ordinary Share represents:
-- a premium of 39.3 per cent. to the closing price of 44.5
pence per Ordinary Share on the Latest Practicable Date; and
-- a premium of 26.0 per cent. to the volume weighted average
price per Ordinary Share over one month prior to the Latest
Practicable Date.
The Company expects to post a circular (the "Circular") to
Shareholders today explaining details of the Tender Offer and
including a Notice of General Meeting detailing a proposed ordinary
resolution authorising the Company to repurchase up to 5,000,000
Ordinary Shares (the "Resolution"). The Resolution shall be
proposed at the General Meeting which will be convened at 10:00
a.m. on 15 November 2023.
A copy of the Circular will be published on the Company's
website at www.northernbearplc.com later today and will be posted
to shareholders. A Tender Form for use by Shareholders who hold
their Ordinary Shares in Certificated Form in connection with the
Tender Offer is also being sent together with the Circular.
RECOMMATION
As Shareholders are aware, the Board has undertaken a review of
strategic options for the Company and its approach to capital
allocation.
The Board has also undertaken a more proactive approach to
investor relations, including the appointment of Hybridan as
corporate broker to the Company, which has resulted in Hybridan
initiating research coverage and earnings forecasts.
As part of this strategic review, the Board explored potential
exit options for all Shareholders, including Jeff Baryshnik, as the
Company's largest shareholder. Having concluded this strategy
review, as announced on 5 April 2023, the Company's Executive
Directors, Keith Soulsby and Thomas Hayes, subsequently proposed
that the Company undertake the Tender Offer primarily as an
accretive event for Shareholders and secondarily as a means of
shareholders who wish to sell their investments, including Jeff
Baryshnik, exiting their investments in an orderly manner, while
still ensuring the Company could secure sufficient funding to
pursue its growth strategy.
The Board considers the Tender Offer, the resultant repurchases
of Ordinary Shares into treasury, and, therefore, the passing of
the Tender Offer Resolution to be in the best interests of the
Company and Shareholders as a whole; and therefore, unanimously
recommends that Shareholders vote in favour of the Tender Offer
Resolution.
The Board does not however make any recommendation to
Shareholders as to whether or not to tender any or all or their
Ordinary Shares pursuant to the Tender Offer. Such a decision is
reserved solely for individual Qualifying Shareholders and any such
Shareholders who are in any doubt as to whether or not to tender
some or all of their Ordinary Shares should take their own
independent financial advice from their stockbroker, bank manager,
solicitor, accountant or other appropriate independent financial
adviser duly authorised under FSMA if they are resident in the
United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
RATIONALE
The Board believes that the Tender Offer outlined above is in
the Company and Shareholders' best interests for the following
reasons:
-- The Tender Offer is expected to be accretive to earnings per
share from completion of the Tender Offer and for the financial
year commencing 1 April 2024 onwards.
-- The Tender Offer would enhance the Company's capital
structure. The Company would fund the Tender Offer using its
existing cash resources and an increase of GBP1.0 million to its
existing debt facilities of GBP4.5 million from its bank,
Clydesdale Bank plc (trading as Virgin Money), with modest leverage
required in relation to historical profit levels. The Group
currently has no bank debt and had a net cash position at the last
financial year end of GBP3.2 million, although the year-end
position is ordinarily the high point of the financial year and
there are significant movements in net cash on a week-to-week
basis. The average month-end balance since 1 April 2023 was GBP1.3
million net cash and the low point during the same period was
GBP0.6 million net debt.
-- The Tender Offer would create an exit strategy for
Shareholders who wish to sell their investments, including Jeff
Baryshnik.
-- The Tender Offer would remove the prolonged uncertainty that
an overhang of shares would create, should any significant
Shareholders wish to sell their holdings through the market.
-- The Tender Offer is offered at a premium to the current share
price and at a discount to the 52-week high price of sixty-four
pence (GBP0.64) per Ordinary Share reached during August 2023.
-- The Tender Offer is open to all Shareholders (but will not be
taken up by those Directors, PDMRs and/or major Shareholders who
have signed irrevocable undertakings not to tender their holdings
of Ordinary Shares pursuant to the Tender Offer, as detailed
below), on an equal basis, with approval being granted at a Company
General Meeting, giving Shareholders the ability to vote on the
proposal and to participate in the Tender Offer.
DIRECTOR AND SUBSTANTIAL SHAREHOLDER INTENTIONS
Jeff Baryshnik (the Company's Non-Executive Chairman) and
Cedarvale Holdings Ltd., a company owned by Jeff Baryshnik, have
signed an irrevocable undertaking to vote in favour of the Tender
Offer Resolution to be proposed at the General Meeting and to
tender their combined shareholding of, in aggregate, 4,736,717
Ordinary Shares in the Tender Offer.
The Company's other Board members and PDMRs holding Ordinary
Shares, being Steven Mark Roberts (who was previously a director of
the Company and remains a director of its subsidiaries) Thomas
Edward Hayes (Finance Director), Keith Soulsby (Operations
Director), and the Company's second largest shareholder, Nicholas
Beaumont-Dark, have signed irrevocable undertakings to vote in
favour of the Tender Offer Resolution and to NOT participate in the
Tender Offer on the basis that it is accretive to Shareholders.
They wish to retain their holdings and believe that there is
greater long-term value in the Company than represented by the
Tender Price.
The non-participating irrevocable undertakings apply to the
following holdings:
Shareholder Number of Ordinary Shares
Steven Mark Roberts 813,300
Thomas Edward Hayes 80,000
Keith Soulsby 557,820
Nicholas Beaumont-Dark 3,253,500
Total: 4,704,620
EFFECT OF IRREVOCABLES NOT TO ACCEPT THE TER OFFER
After deducting the irrevocables detailed above the maximum
number of shares that can be tendered by qualifying Shareholders is
14,020,656.
Therefore, Shareholders will be able to tender a minimum of
35.6% of their holdings if they so wish.
The Company and registrars will endeavour to not leave tendering
Shareholders with an uneconomic small shareholding.
BOARD CHANGES
On conclusion of the General Meeting, assuming the Tender Offer
Resolution is passed, Jeff Baryshnik will retire from his role as
Chairman and as a Board Director of the Company and its
subsidiaries. At such time, Harry Samuel, one of the Company's
current Non-Executive Directors, would take the position of Interim
Non-Executive Chairman until the Board has identified and appointed
a permanent successor.
UPDATE ON TRADING
The Company last provided a trading update on 12 September 2023
in advance of its Annual General Meeting. It stated that the Group
had continued to trade in line with management's expectations since
publication of the preliminary results on 17 July 2023 and that
trading in the new financial year from 1 April to 31 July was ahead
of strong prior year results for the same period. It also stated
that site activity levels remain high despite the ongoing economic
challenges and their related impact on the construction
industry.
The Board is pleased to reiterate this update and to state that
trading in the period from 1 April 2023 to 31 August 2023 has been
ahead of strong prior year results. The Board intends to provide a
further trading update, including commentary on the expected
financial performance for the six-month period to 30 September
2023, in the week commencing 30 October 2023 in order to allow
Shareholders to make decisions based on the expected half-year
results.
The Group's interim financials for the 6-month period to 30
September 2023 are expected to be released in late November 2023,
at which point the Board will provide further guidance on expected
full year results. The Board continues to monitor ongoing
uncertainties in the macroeconomic climate in which the Company
operates, including the challenges of attracting and retaining high
quality employees in the construction industry as has been noted in
previous trading updates.
The Board has arranged for Link Group (the Company's registrar),
acting as agent on the Company's behalf, to undertake and conduct
the Tender Offer for up to 26.7 per cent. of the Current Issued
Ordinary Shares at the Tender Price (being 62 pence per Ordinary
Share). Link Group, will, subject to completion of the Tender Offer
and in accordance with its terms, arrange for the payment of the
Tender Price in cash to successful tendering Shareholders in
accordance with the terms of the Tender Offer (as set out in Part 4
of the Circular - Details of the Tender Offer).
Further details on the Tender Offer and the rationale are set
out below.
For further information, please contact:
Northern Bear PLC
Jeff Baryshnik - Non-Executive Chairman
Tom Hayes - Finance Director +44 (0) 166 182 0369
Strand Hanson Limited (Nominated Adviser)
James Harris
James Bellman +44 (0) 20 7409 3494
Hybridan LLP (Nominated Broker)
Clarie Louise Noyce +44 (0) 20 3764 2341
Expected timetable of principal events with respect to the
Tender Offer
Action Date
Announcement and open of the Tender 23 October 2023
Offer and issue of the Circular
Latest time and date of receipt of 10:00 a.m. on 13 November
Forms of Proxy for the General Meeting 2023
General Meeting 15 November 2023
Announcement of results of General 15 November 2023
Meeting
Latest time and date for receipt of 1:00 p.m. on 22 November
Tender Forms and share certificates 2023
or other documents of title for tendered
Certificated Ordinary Shares (i.e.
close of the Tender Offer)
Latest time and date for settlement 1:00 p.m. 22 November 2023
of TTE Instructions for tendered Uncertificated
Ordinary Shares (i.e. close of the
Tender Offer)
Record Date for the Tender Offer 6:00 p.m. on 22 November
2023
Announcement of the results of the 29 November 2023
Tender Offer
Settlement Date for the Tender Offer 8 December 2023
and purchase of Ordinary Shares under
the Tender Offer
CREST accounts credited for revised 8 December 2023
Uncertificated shareholdings of Ordinary
Shares (in the case of unsuccessful
tenders for entire holdings of Ordinary
Shares)
CREST accounts credited in respect 8 December 2023
of Tender Offer proceeds for Uncertificated
Ordinary Shares
Cheques despatched in respect of Tender 8 December 2023
Offer proceeds for Certificated Ordinary
Shares
Return of share certificates in respect 8 December 2023
of unsuccessful tenders of Certificated
Ordinary Shares
Despatch of balance share certificates 8 December 2023
in respect of unsold Ordinary Shares
in Certificated Form
FURTHER INFORMATION REGARDING THE TER OFFER
Details of the Tender Offer
The Tender Offer is conditional upon the Tender Conditions
(detailed in paragraph 2.1 of Part 4 (Details of the Tender Offer)
of the Circular) being satisfied; and, subject to satisfaction of
the same, the Tender Offer enables Qualifying Shareholders who wish
to realise some of their investment in Ordinary Shares to elect to
do so (subject to the overall limits applicable to the Tender
Offer). The Tender Offer is being made for up to 26.7 per cent. of
the Company's Current Issued Ordinary Shares, and each Qualifying
Shareholder is entitled to tender their entire holding of Ordinary
Shares (or a proportion thereof) if they so choose. There is no
obligation on a Qualifying Shareholder to tender any of their
shares.
The maximum number of Ordinary Shares to be acquired under the
Tender Offer is 5,000,000 Ordinary Shares, representing 26.7 per
cent. of the Ordinary Shares in issue as at the Latest Practicable
Date. If Qualifying Shareholders tender shares in excess of this
Tender Cap, Link Group, in consultation with the Company will
allocate the tendered shares between the tendering Shareholders in
accordance with paragraph 5 of Part 4 (Details of the Tender Offer)
of the Circular; and the Company shall only be obliged to purchase
from those tendering Shareholders such number of tendered shares as
Link Group have allocated.
Whilst the Tender Offer is conditional upon the Tender Offer
Conditions being satisfied, it is not conditional on the Ordinary
Shares trading at a discount to the Tender Price as at the Tender
Deadline Date (i.e. in the event that Ordinary Shares are trading
at a premium to the Tender Price as at the Tender Deadline Date,
Qualifying Shareholders who tender Ordinary Shares may receive less
than they could otherwise be able to realise in the market).
Ordinary Shares which are tendered for acceptance under the
Tender Offer may not be sold, transferred, charged or otherwise
disposed of, and elections to tender Ordinary Shares are
irrevocable.
The Tender Offer will only be open to Qualifying Shareholders
whose names appear on the Register at the Record Date and only in
respect of the Ordinary Shares continually held from that date
until completion of the Tender Offer.
The Tender Offer is subject to certain conditions set out in
paragraph 2.1 of Part 4 (Details of the Tender Offer) of the
Circular. In addition, the Tender Offer may be suspended or
terminated in limited circumstances, as set out in paragraph 2.20
of Part 4 (Details of the Tender Offer) of the Circular.
There is no guarantee that any or all Ordinary Shares tendered
will be repurchased by the Company.
Available courses of action for Qualifying Shareholders
1. Tender none of their Ordinary Shares
2. Apply to tender all of their Ordinary Shares
3. Apply to tender a proportion only of their Ordinary Shares
Restricted Shareholders and other Overseas Shareholders
The Tender Offer is not being made to those Shareholders who are
resident in, or citizens of, a Restricted Jurisdiction. In
particular the Tender Offer is not being made, directly or
indirectly, in or into or by the use of mails by any means or
instrumentality (including, facsimile transmission, internet, telex
and telephone) of interstate or foreign commerce, or any facility
of a national securities exchange, of the United States, nor is it
being made, directly or indirectly, in or into the United States,
Canada, Australia, New Zealand, the Republic of South Africa or
Japan and the Tender Offer cannot be accepted by any such use
means, instrumentality or facility from within the United States,
Canada, Australia, New Zealand, the Republic of South Africa or
Japan.
It is the responsibility of all Overseas Shareholders to satisfy
themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant
requirements in relation to the ability of such holders to
participate in the Tender Offer.
Costs and expenses of the proposals
The costs and expenses relating to the Tender Offer will be
borne by the Company. The fixed costs and expenses relating to the
Tender Offer up to the Tender Deadline Date and assuming that the
Tender Offer is taken up in full, are not expected to exceed an
aggregate of approximately GBP400,000 (inclusive of VAT but
excluding fees calculated as a product of the total number of
Ordinary Shares repurchased).
Taxation
Qualifying Shareholders who sell their Ordinary Shares in the
Tender Offer may, depending on their individual circumstances,
incur a liability to taxation. Qualifying Shareholders who are in
any doubt as to their tax position or who are subject to tax in a
jurisdiction other than the United Kingdom should consult an
appropriate professional adviser.
Tender Offer Resolution
In summary, the Tender Offer Resolution seeks the Shareholders
authority to the Company to purchase up to 5,000,000 Ordinary
Shares at the Tender Price pursuant to the Tender Offer. The Tender
Offer Resolution is proposed as an ordinary resolution and thus
requires in excess of fifty per cent. of the votes cast at the
General Meeting to be in favour of it in order for it to be
passed.
The Company will only implement the Tender Offer if the Tender
Offer Resolution is passed at the General Meeting.
ACTION TO BE TAKEN
General Meeting
Shareholders are asked to complete and return the Form of Proxy
in accordance with the instructions printed thereon so as to be
received as soon as possible and, in any event, by no later than
10:00 a.m. on 13 November 2023.
If the Board believes it has become necessary or appropriate to
make alternative arrangements for the holding of the General
Meeting, it will ensure that Shareholders are given as much notice
as possible. Any further information will be made available by an
announcement through an RIS and through the Company's website.
Shareholders are requested to complete and return a Form of
Proxy in accordance with the instructions thereon.
Tender Offer
Shareholders are not obliged to tender any Ordinary Shares and,
if they do not wish to participate in the Tender Offer, they should
not complete or return their Tender Form or submit a TTE
Instruction in CREST.
Procedure for tendering Ordinary Shares
Certificated Qualifying Shareholders - Shareholders, other than
Restricted Shareholders, who hold shares in Certificate Form and
wish to tender any of those Certificated Ordinary Shares should
complete the Tender Form in accordance with the instructions set
out therein and return the completed Tender Form using the enclosed
reply-paid envelope to the Receiving Agent Link Group, Corporate
Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL, so as
to arrive as soon as possible and, in any event, by no later than
1:00 p.m. on the Tender Deadline Date. Share certificate(s) and/or
other document(s) of title in respect of the Ordinary Shares
tendered should be sent with the Tender Form.
Uncertificated Qualifying Shareholders - Shareholders, other
than the Restricted Shareholders, holding Ordinary Shares in
Uncertificated Form who wish to tender any of those Uncertificated
Ordinary Shares should transmit the appropriate TTE Instruction in
CREST as set out in paragraph 3.3 of Part 4 (Details of the Tender
Offer) of the Circular so as to be received as soon as possible
and, in any event, by no later than 1:00 p.m. on the Tender
Deadline Date.
Qualifying Shareholders should note that, once tendered,
Ordinary Shares may not be sold, transferred, charged or otherwise
disposed of other than in accordance with the terms of the Tender
Offer.
Tender Forms or TTE Instructions which are received by the
Receiving Agent after 1:00 p.m. on the Tender Deadline Date or
which at that time are incorrectly completed or not accompanied by
all relevant certificates, documents or instructions may be
rejected and returned to the relevant Shareholders or their
appointed agents, together with any accompanying share
certificate(s) and/or other document(s) of title.
Link Group reserves the right to treat as valid Tender Forms or
TTE Instructions which are not entirely in order and which are not
accompanied (in the case of Ordinary Shares held in certificated
form) by the relevant share certificate(s) and/or other document(s)
of title or a satisfactory indemnity in lieu thereof.
Full details of the procedure for tendering Ordinary Shares are
set out in Part 4 (Details of the Tender Offer) of the Circular
and, in the case of Ordinary Shares held in Certificated Form only,
on the Tender Form.
If you do not wish to tender any of your Ordinary Shares, you
should not complete and return a Tender Form or submit a TTE
Instruction in respect of the Tender Offer.
RELATED PARTY TRANSACTION
As outlined above, Jeff Baryshnik (Non-Executive Chairman of the
Company) and Cedarvale Holdings Ltd hold, in aggregate, 4,736,717
Ordinary Shares, representing approximately 25.3 per cent. of the
Company's total voting rights. The irrevocable undertaking provided
by Jeff Baryshnik and Cedarvale Holdings Ltd to tender their
combined shareholding of, in aggregate, 4,736,717 Ordinary Shares
in the Tender Offer is deemed to constitute a related party
transaction under Rule 13 of the AIM Rules for Companies. The
independent Directors in respect of such arrangement, being all
Directors excluding Jeff Baryshnik, having consulted with Strand
Hanson (in its capacity as the Company's Nominated Adviser),
consider that the terms of Mr Baryshnik and Cedarvale Holdings
Ltd's participation in the Tender Offer are fair and reasonable
insofar as Shareholders are concerned.
TAKEOVER CODE
Rule 9 of the Takeover Code ("Rule 9") applies to any person who
acquires an interest in shares which, when 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 Takeover Code. Any such person is required to
make a general offer to all Shareholders of that company to acquire
their shares in cash at not less than the highest price paid by
such person, or by any person acting in concert with him, for any
interest in shares within the 12 months prior to the offer. Such an
offer under Rule 9 must also be made where any person who, together
with persons acting in concert with him, holds not less than 30 per
cent. but not more than 50 per cent. of the voting rights in the
Company and such person, or any person acting in concert with him,
acquires an interest in any other shares which increase the
percentage of shares carrying voting rights in which he is
interested.
When a company purchases its own voting shares, any resulting
increase in the percentage of voting rights held by a Shareholder,
or group of shareholders acting in concert, will be treated as an
acquisition for the purposes of Rule 9.
The Board has carefully considered the Company's share register
and potential Shareholder groupings that may be considered to be
acting in concert and, based on the information available and due
consultation with the Panel, does not believe that any individual
Shareholder (and any persons with whom they are acting in concert)
holds (or would hold, on completion of the Tender Offer) 30 per
cent. or more of the voting rights as a result of the Tender
Offer.
However, Shareholders (including any persons with whom they are
considered to be acting in concert) with significant holdings that
do not tender their existing holdings under the Tender Offer,
should be aware that their proportionate voting rights will
increase following implementation of the Tender Offer and should
therefore have regard to their potential resultant maximum voting
rights, following implementation of the Tender Offer in full and
any potential consequential obligations under Rule 9 of the
Takeover Code. Such significant Shareholders should also be
cognisant of thresholds under Rule 9 in respect of their own
holding and anyone acting in concert with them when considering any
additional acquisitions of Ordinary Shares.
CONCLUSION
The Board believes that the Tender Offer is the best way to
enhance the Company's capital structure and achieve an immediate
return of capital to Shareholders, something which the Board
strongly and unanimously believes is in the best interests of the
Company and its Shareholders as a whole (a view which is separately
supported by the Independent Directors unanimously).
Accordingly, the Board unanimously recommends that Shareholders
vote, or procure the vote, in favour of the Tender Offer Resolution
to be proposed at the General Meeting. The Directors intend to vote
in favour of the Tender Offer Resolution in respect of their
holdings of Ordinary Shares amounting to 5,274,537 Ordinary Shares,
in aggregate (representing approximately 28.7 per cent. of the
Current Issued Ordinary Shares).
However, the Board is not making any recommendation to
Shareholders as to whether tendering Ordinary Shares under the
Tender Offer is in their own individual best interests.
Whether or not Qualifying Shareholders decide to accept the
Tender Offer in respect of any or all of their Ordinary Shares is a
decision solely for those individual Qualifying Shareholders.
Whether or not Shareholders decide to tender their Ordinary
Shares will depend, amongst other factors, on their view of the
Circular and their own individual circumstances, including their
own financial and tax positions and investment objectives.
Qualifying Shareholders are advised to take independent advice in
relation to the tax implications for them of selling Ordinary
Shares pursuant to the Tender Offer.
The Directors (other than Jeff Baryshnik) will not tender any of
their own Ordinary Shares. Jeff Baryshnik and Cedarvale Holdings
Ltd, a company owned and controlled by Jeff Baryshnik (for which he
acts as a representative on the Board), have irrevocably undertaken
to accept the Tender Offer in respect of their entire combined
holdings of Ordinary Shares and to vote in favour of the Tender
Offer Resolution.
The Board reserves the right not to proceed with the Tender
Offer (and the resultant repurchases of Ordinary Shares) if it
concludes, at any time prior to the announcement of the results of
the Tender Offer and/or the Settlement Date, that the
implementation of the Tender Offer (and the associated repurchases
of Ordinary Shares) is or are no longer in the interests of the
Company and the Shareholders as a whole and/or the Company is no
longer in a position to carry out those repurchases in accordance
with the requirements of the CA 2006.
DEFINITIONS
In this announcement, the following definitions apply unless the
context requires otherwise:
AIM means the market of that name
(and formerly known as the Alternative
Investment Market) which is operated
by the London Stock Exchange.
AIM Rules means the AIM Rules for Companies
published by the London Stock
Exchange (as amended, restated
or replaced from time to time).
Articles means the Company's articles of
association (as in force for the
time being).
Board or Directors means the Company's board of directors
for the time being (and/or, as
the context requires, any individual
director or committee of the directors
to whom the Board has delegated
any of its functions in accordance
with the Articles).
Broker or Hybridan means Hybridan LLP (as corporate
broker to the Company).
Business Day means any day (other than a Saturday,
Sunday or public holiday in England)
on which banks in the City of
London are generally open for
transaction business.
CA 2006 means the Companies Act 2006.
Certificated means, in respect of any Ordinary
Shares, that they are recorded
in the Register as not being in
Uncertificated Form (and reference
to in Certificated Form or similar
expression shall be construed
accordingly).
Circular means the Circular (including,
all of its sections, parts and
annexures).
Company or Northern Bear means Northern Bear plc (incorporated
and registered in England and
Wales with company number 05780581).
CREST means 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 means the compendium of documents
entitled CREST Manual issued by
Euroclear from time to time and
comprising the CREST Reference
Manual, the CREST Central Counterparty
Service Manual, the CREST International
Manual, the CREST Rules, CCSS
Operations Manual and the CREST
Glossary of Terms.
CREST Member means a person who has been admitted
by Euroclear as a system-member
(as defined in the CREST Regulations).
CREST Participant means a person who is, in relation
to CREST, a system-participant
(as defined in the CREST Regulations).
CREST Regulations means the Uncertificated Securities
Regulations 2001 (SI 2001 No.
3755).
CREST Rules means the rules from time to time
issued by Euroclear governing
the admission of securities to
and the operation of the CREST
UK System.
CREST Sponsor means a CREST Participant admitted
to CREST as a CREST sponsor being
a sponsoring system-participant
(as defined in the CREST Regulations).
CREST Sponsored Member means a CREST Member admitted
to CREST as a sponsored member.
CREST UK System means the facilities and procedures
of the relevant systems of which
Euroclear is the approved operator
pursuant to the CREST Regulations.
Current Issued Ordinary means the Issued Share Capital
Shares as at the Latest Practicable Date,
being 18,725,276 Ordinary Shares
(excluding the 292,040 Ordinary
Shares held in treasury).
Euroclear means Euroclear UK & International
Limited.
Existing Buyback Authority the existing general authority
to purchase up to 936,263 Ordinary
Shares (representing 5 per cent
of the Current Issued Ordinary
Shares) granted to the Company
by the Shareholders by a special
resolution passed at the annual
general meeting of the Company
held on 12 September 2023.
FCA means the Financial Conduct Authority
of the UK.
Form of Proxy means the form of proxy relating
to the General Meeting which accompanies
the Circular.
FSMA means the Financial Services and
Markets Act 2000.
General Meeting means the general meeting of the
Company to be held at the Company's
registered office, A1 Grainger,
Prestwick Park Prestwick, Newcastle
Upon Tyne, NE20 9SJ at 10:00 a.m.
on 15 November 2023 (and includes
any adjournment of it).
Group means the Company and each of
its subsidiary undertakings.
Independent Directors means the Directors excluding:
(a) Jeff Matthew Baryshnik;
(b) Thomas Edward Hayes; and
(c) Keith Soulsby
(Jeff Matthew Baryshnik, Thomas
Edwards Hayes and Keith Soulsby,
being Directors and Shareholders
who have provided irrevocable
undertakings in respect of their
participation in the Tender Offer).
Issued Share Capital means the Company's issued ordinary
share capital from time to time
(excluding any treasury shares).
ITA 2007 means the Income Tax Act 2007.
Latest Practicable Date means 20 October 2023, being the
latest practicable date prior
to the publication of the Circular.
London Stock Exchange means London Stock Exchange plc.
Member Account ID means the identification code
or number attached to any member
account in CREST.
Nomad or Strand Hanson means Strand Hanson Limited (as
Nominated Adviser to the Company).
Notice of General Meeting the notice of the General Meeting
forming part of, and appended
to, the Circular (and includes
any notice of any adjournment
of that meeting).
Ordinary Shares means ordinary shares of GBP0.01
each in the capital of the Company.
Overseas Shareholders means Shareholders who are citizens
or nationals of, or resident in,
jurisdictions outside the United
Kingdom
Participant ID means the identification code
or membership number used in CREST
to identify a particular CREST
Member or other CREST Participant.
PDMR means any person discharging managerial
responsibilities within the Company
and/or its Group for the purposes
of UK MAR.
Qualifying Ordinary Shares means, in respect of a Qualifying
Shareholder, all those Ordinary
Shares held by them at the Record
Date.
Qualifying Shareholders means the Shareholders who are
entitled to participate in the
Tender Offer, being those such
persons who are on the Register
on the Record Date and who are
not subject to the securities
laws of a Restricted Jurisdiction.
Receiving Agent or Registrar means Link Market Services Limited.
or Link Group
Record Date means 6:00 p.m. on the Tender
Deadline Date.
Register means the Company's register of
members.
Restricted Jurisdictions means each and any of Australia,
Canada, Japan, New Zealand, the
USA, Singapore, the Republic of
South Africa and any other jurisdiction
where the mailing of the Circular
into or inside or from such jurisdiction
would breach any applicable law,
legislation or other regulations.
RIS means a Regulatory Information
Service for the purposes of FSMA.
Sanctions has the meaning given in paragraph
2.17 of Part 4 (Details of the
Tender Offer) of the Circular.
Settlement Date means the date notified by the
Receiving Agent to the Company
and the relevant tendering Qualifying
Shareholders by which: (i) the
tendered Ordinary Shares under
the Tender Offer shall be purchased
by the Company; and (ii) the consideration
for Ordinary Shares tendered under
the Tender Offer will be settled
and discharged by payment to the
Receiving Agent as nominee for
those tendering Qualifying Shareholder
in accordance with paragraph 6
of Part 4 (Details of the Tender
Offer) of the Circular, which
date must be not less than five
(5) Business Days following the
date on which the results of the
Tender Offer are announced via
an RIS.
Share Plans means the share option plans established
by the Company (or a member of
its Group) for the benefit of
its officers and/or employees
prior to or on the Latest Practicable
Date and which remain outstanding
and in force at that date.
Shareholders means those persons who are holders
or Ordinary Shares.
Tender Cap means 5,000,000 (five million)
Ordinary Shares.
Takeover Code means the City Code on Takeovers
and Mergers (as amended, restated
or replaced from time to time).
Tender Conditions means has the meaning given in
paragraph 2.1 of Part 4 (Details
of the Tender Offer) of the Circular.
Tender Deadline Date means 22 November 2023 (or such
later date as the Company or the
Receiving Agent (acting with the
Company's consent) may notify
as being the date on which the
Tender Offer closes through an
announcement via an RIS and/or
the Company's website).
Tender Form means the tender form which accompanies
the Circular and is for use by
those Qualifying Shareholders
who wish to tender all or some
of their Ordinary Shares and who
hold those Ordinary Shares in
Certificated Form.
Tender Offer means the invitation by the Company
(acting via its agent, the Receiving
Agent) to Qualifying Shareholders
to tender their Ordinary Shares
for purchase by the Company (acting
via is agent, the Receiving Agent)
on and subject to the terms and
conditions set out in the Circular
and, in the case of Certificated
Ordinary Shares only, the Tender
Form.
Tender Offer Resolution means the ordinary resolution
to be proposed at the General
Meeting to implement the Tender
Offer by authorising the proposed
purchase by the Company of Ordinary
Shares pursuant to it (in the
form set out in the Notice of
General Meeting).
Tender Price means 62 pence (GBP0.62) per Ordinary
Share.
TFE Instruction means a transfer from escrow instruction
(as defined in the CREST Manual).
TTE Instruction means a transfer to escrow instruction
(as defined in the CREST Manual).
UK MAR means the retained EU law version
of the Market Abuse Regulation
(596/2014) (MAR) that has applied
in the UK from the end of the
Brexit transition period (that
is, 11:00 pm on 31 December 2020).
Uncertificated Form means, in respect of any Ordinary
Shares, that they are recorded
on the Register as being held
in CREST in uncertificated form
such that the title to them is
capable of being transferred by
means of CREST under the CREST
Regulations (and reference to
in Uncertificated Form or similar
expression shall be construed
accordingly).
United Kingdom or UK means the United Kingdom or Great
Britain and Northern Ireland.
United States or USA means the United States of America,
its territories and possessions,
any state of the United States
of America, the District of Columbia
and all other areas subject to
its jurisdiction.
NOTICE IN RELATION TO OVERSEAS PERSONS
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law,
legislation or regulation and therefore any person who is subject
to the laws of any jurisdiction other than the UK should inform and
satisfy themselves about, and observe and comply with, any of those
restrictions. Any failure to comply with any of those restrictions
might constitute a violation of the relevant laws, legislation or
regulations of such jurisdiction.
FORWARD-LOOKING STATEMENTS
This announcement includes "forward-looking statements" which
include all statements other than statements of historical fact,
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's
control that could cause the actual results, performance or
achievements of the Group to be materially different from the
future results, performance or achievements expressed or implied by
such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. Whilst the Directors
consider these statements to be reasonable based upon information
currently available, they may prove to be incorrect. However, the
Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Group's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based
unless required to do so by applicable law or the AIM Rules.
NO PROFIT FORECAST OR ESTIMATES
Unless otherwise stated, no statement in this announcement is
intended as a profit forecast or estimate for any period and no
statement in this announcement should be interpreted to mean that
earnings, earnings per share or income, cash flow from operations
or free cashflow for the Group, for the current or future financial
years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow from the Group.
Hybridan LLP ("Hybridan"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for Northern
Bear and no one else in connection with the proposed Tender Offer
and will not be responsible to anyone other than Northern Bear for
providing the protections afforded to clients of Hybridan nor for
providing advice in relation to the proposed Tender Offer or any
other matter referred to herein. Neither Hybridan nor any of its
group undertakings or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Hybridan in connection with the
proposed Tender Offer or any matter referred to herein.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENDDBDGGDDDGXD
(END) Dow Jones Newswires
October 23, 2023 02:04 ET (06:04 GMT)
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