Northern Bear Plc Tender Offer - Update (6389V)
December 05 2023 - 2:00AM
UK Regulatory
TIDMNTBR
RNS Number : 6389V
Northern Bear Plc
05 December 2023
5 December 2023
Northern Bear plc
("Northern Bear," the "Company")
Tender Offer - 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 provide the following update in
respect of the Tender Offer.
Further to its announcement on 29 November 2023, the aggregate
number of Ordinary Shares validly tendered by Qualifying
Shareholders was 7,831,399 and exceeded the Tender Cap of
5,000,000.
In accordance with paragraph 5 of Part 4 (Details of the Tender
Offer) of the circular dated 23 October 2023 issued to shareholders
(the "Circular"), in the event that the total number of Ordinary
Shares validly tendered exceed the Tender Cap, as is the present
case, the Receiving Agent (acting in consultation with Company)
was, in its discretion, to allocate the validly tendered Ordinary
Shares between validly tendering Qualifying Shareholders as it sees
fit to ensure that no shareholders were left with uneconomically
small interests following the Settlement Date.
Accordingly, having consulted with the Company, the Receiving
Agent:
-- considered a holding of 1,000 Ordinary Shares or less an
uneconomically small interest for the purposes of the Tender Offer;
and
-- taking this into account, will generally scale back the
number of Ordinary Shares to be purchased from all tendering
shareholders such that the Company will, on average, repurchase
63.8 per cent. of every valid tender received, calculated based on
the Tender Cap as a proportion of the aggregate number of Ordinary
Shares tendered.
In accordance with the intention set out in the Circular not to
leave smaller shareholders who have tendered their full
shareholding with an uneconomically small interest in the Company,
the Receiving Agent has adjusted the general allocations such that
the Company will acquire, to the extent possible, the full tendered
holdings of any such shareholders who, having been allocated their
entitlement as generally calculated (as set out above), were
otherwise left with an interest of less than 1,000 Ordinary Shares
in the Company. As such, the Company may, in fact, purchase more or
less than 63.8 percent of a shareholder's validly tendered Ordinary
Shares. Where shares are held via nominee, scaling has been applied
at registered level only and as such shares will be issued at the
nominee's discretion.
Accordingly, a total of 5,000,000 Ordinary Shares will be
purchased by the Company pursuant to the Tender Offer on 8 December
2023, returning a total of GBP3.1 million to shareholders of the
Company. The Ordinary Shares purchased will be held in
treasury.
Director Interests
Following completion of the purchase of Ordinary Shares pursuant
to the Tender Offer, the Directors of the Company will hold the
following interests in the Company:
Director Position % of Company's Number of Number % of Company's
total Ordinary of Ordinary total issued
issued Shares validly Shares Ordinary
Ordinary tendered held immediately Shares
Shares following with voting
prior the Tender rights
to Tender Offer immediately
Offer following
Settlement
(as defined
below)
Group Operations
Keith Soulsby Director 2.98 - 557,820 4.06
----------------------- --------------- ---------------- ------------------ ---------------
Thomas Edward
Hayes Finance Director 0.43 - 80,000 0.58
----------------------- --------------- ---------------- ------------------ ---------------
Harry Samuel Interim Non-Executive - - - -
Chairman
----------------------- --------------- ---------------- ------------------ ---------------
Anil Khera Non-Executive - - - -
Director
----------------------- --------------- ---------------- ------------------ ---------------
Martin Boden Non-Executive - - - -
Director
----------------------- --------------- ---------------- ------------------ ---------------
Total Voting Rights
Following the implementation of the Tender Offer and the
acquisition by the Company of the 5,000,000 tendered Ordinary
Shares expected to occur on 8 December 2023 ("Settlement"), the
Company's issued share capital will consist of 13,725,276 Ordinary
Shares with voting rights and 5,292,040 Ordinary Shares held in
treasury. From the date of Settlement, the aforementioned figure of
13,725,276 Ordinary Shares with voting rights may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, Northern Bear under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the announcement
issued by the Company on 23 October 2023.
For further information, please contact:
Northern Bear PLC
Harry Samuel - Interim 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
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END
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