RTG Rethink Grp

TIDMRTG

RNS Number : 5298W

ReThink Group (The) PLC

10 November 2014

The ReThink Group plc

("ReThink" or the "Company")

Proposed Tender Offer and De-Listing

The Company today announces that a circular (the "Circular") will be sent to Shareholders later today detailing the following proposals:

-- the proposed cancellation of the admission to trading of the Ordinary Shares on AIM (the "De-Listing");

-- a tender offer, closing at 1.00 p.m. on 4 December 2014, for up to 34,950,000 Ordinary Shares representing approximately 30 per cent. of the Company's current issued share capital at 5 pence per Ordinary Share (the "Tender Offer");

-- the proposed re-registration of the Company as a private limited company (the "Re-registration"); and

   --      the replacement of the Current Articles with the New Articles. 

The Circular sets out the terms of the Tender Offer and incorporates a notice of a General Meeting to be held on 26 November 2014 at which special resolutions to approve the Proposals will be proposed.

Tender Offer

The Board recognises that not all Ordinary Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer.

Under the Tender Offer, Shore Capital will purchase up to 34,950,000 Ordinary Shares (representing approximately 30 per cent. of the Company's existing issued ordinary share capital) from Qualifying Shareholders at 5 pence per share. The Tender Offer Price represents:

-- a premium of approximately 25.0 per cent. over the closing mid-market price of an Ordinary Share on 7 November 2014, being the last dealing day before the date of this announcement.

-- a premium of approximately 21.1 per cent. over the 30 day volume weighted average share price of an Ordinary Share on 7 November 2014, being the last dealing day before the date of this announcement.

De-Listing

Pursuant to Rule 41 of the AIM Rules, the Directors have notified the London Stock Exchange of the intention to cancel the admission of Ordinary Shares to trading on AIM, subject to Shareholder approval. Under the AIM Rules, it is a requirement that the De-Listing is approved by the requisite majority of Shareholder voting (being not less than 75. per cent of the votes cast).

Subject to the resolutions approving the De-Listing and the Re-registration being passed, it is anticipated that the De-Listing will become effective on 9 December 2014 and the Re-registration will take effect on 29 December 2014.

Irrevocable undertakings

Shareholders holding 84,660,508 Ordinary Shares (representing approximately 72.7 per cent. of the Ordinary Shares in issue as at the date of this announcement) have irrevocably agreed to vote in favour of the Resolutions to be proposed at the General Meeting.

Further details of the proposals are set out below.

 
                        EXPECTED TIMETABLE 
 Announcement of the proposed De-Listing          10 November 2014 
  and Tender Offer, posting of the 
  Circular, Proxy Form and Tender 
  Form to Shareholders and Tender 
  Offer opens 
 Latest date for receipt of Proxy                 24 November 2014 
  Form (to be received no later than 
  48 hours before the General Meeting) 
 General Meeting                                   11.00a.m. on 26 
                                                     November 2014 
 Latest time and date for receipt           1.00p.m. on 4 December 
  of Tender Forms and TTE Instructions                        2014 
  in relation to the Tender Offer 
  and Tender Offer closes 
 Record Date for Tender Offer               5.00p.m. on 4 December 
                                                              2014 
 Announcement of results of the                    5 December 2014 
  Tender Offer by Shore Capital and 
  the Company 
 Purchase of Tender Offer Shares           on or around 8 December 
  under the Tender Offer                                      2014 
 Earliest date for the De-Listing           7.00a.m. on 9 December 
  and cancellation of admission of                            2014 
  the Ordinary Shares to trading 
  on AIM 
 Despatch of cheques for Tender                   no later than 16 
  Offer proceeds                                     December 2014 
 CREST accounts credited with Tender              no later than 16 
  Offer proceeds                                     December 2014 
 Despatch of share certificates                   no later than 16 
  in respect of any revised holdings                 December 2014 
  of Ordinary Shares following the 
  Tender Offer, and any Ordinary 
  Shares held in CREST not tendered 
  pursuant to the Tender Offer 
 Re-registration of the Company                   29 December 2014 
  as a private limited company 
 If any of the above times and/or dates change, the 
  revised times and/or dates will be notified to Shareholders 
  by announcement through a Regulatory Information 
  Service. 
  All times are references to London time. 
  All events in the above timetable following the 
  GM are conditional, inter alia, upon the approval 
  of the Resolutions. 
  The De-Listing requires the approval of not less 
  than 75 per cent. of the votes cast by Shareholders 
  at the General Meeting. 
 

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.

Copies of the Circular will shortly be available on the Company's website (www.rethinkgroupplc.com/investor-relations/).

For further information please contact:

 
The Rethink Group plc 
Steve Wright, CEO 
 Ben Felton, CFO                 07836 226902 
 
Shore Capital (Nomad & Broker) 
Bidhi Bhoma/Edward Mansfield     0207 408 4090 
 
Newgate Threadneedle (PR) 
John Coles                       020 7653 9850 
 
   1.    De-Listing 

1.1. Reasons for the De-Listing

The Board has conducted a review of the benefits and drawbacks to the Group retaining its listing on AIM and maintaining its existing corporate structure. The Board believes that the De-Listing is in the best interests of the Company and its Shareholders as a whole. In reaching this conclusion, the Board has considered the following key factors:

-- the Senior Management, together with certain current and former employees and officers of the Company, hold in total over 54.1 per cent. of the Company's current issued share capital and, as a result, the free float and liquidity of the Ordinary Shares is limited;

-- the Board believes, as a result of the liquidity issues described above and other historic factors, that the current share price of the Company's Ordinary Shares and, therefore, the market capitalisation of the Company, under value the Company and also prevents the Board from pursuing certain strategic objectives;

-- in light of the limited trading in the Ordinary Shares, with an average daily volume over the past 12 months of approximately 3,134 Ordinary Shares representing 0.05 per cent. of the current issued share capital, the costs associated with maintaining the AIM quotation are considered by the Directors to be disproportionately high when compared to the benefits, and the Board believes that these funds could be better utilised; and

-- the management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM is, in the Directors' opinion, disproportionate to the benefits to the Company.

1.2. Effect of De-Listing

The principal effects of the De-Listing will be that:

-- Shareholders will no longer be able to buy and sell Ordinary Shares through a public stock market, further reducing the liquidity in the Ordinary Shares;

   --     the Company will no longer be required to announce material events or interim results; 

-- the Company will adopt the New Articles, but will otherwise no longer be required to comply with many of the corporate governance requirements applicable to companies traded on AIM;

-- the Company will no longer be subject to the Disclosure Rules and Transparency Rules and will therefore no longer be required to disclose major shareholdings in the Company;

-- the Company will no longer be subject to the AIM Rules, with the consequence that Ordinary Shareholders will no longer be afforded the protections given by the AIM Rules. Such protections include a requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business and to announce, inter alia, certain substantial and/ or related party transactions; and

-- the De-Listing may have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

Shareholders should note that the Takeover Code will continue to apply to the Company following the De-Listing for a period of ten years (or such longer period as the Company shall decide). The Company will also continue to be bound by the Act (which requires shareholder approval for certain matters) following the De-Listing.

1.3. De-Listing Process

Under the AIM Rules, the De-Listing can only be effected by the Company after securing a special resolution of Shareholders in a general meeting and the expiry of a period of 20 clear Business Days from the date on which notice of the De-Listing is given to the London Stock Exchange. In addition, a period of at least five clear Business Days following Shareholders' approval of the De-Listing is required before the De-Listing may become effective. The Resolutions seek (amongst other matters) the approval of Shareholders for the De-Listing. Assuming that the Resolutions are approved, it is proposed that the De-Listing will take place by 8.00a.m. on 9 December 2014.

1.4. Ordinary Share dealing following De-Listing

Following the De-Listing, there will be no market facility for dealing in the Ordinary Sharesand no price will be publicly quoted for the Ordinary Shares.

1.5. New Articles

The Resolutions to be proposed at the General Meeting include the adoption of the New Articles with effect from completion of the De-Listing. A summary of the principal changes being made by the adoption of the New Articles is set out in Part IV of the Circular.

   2.    Tender Offer 

The Board recognises that not all Ordinary Shareholders will be able or willing to continue to own Ordinary Shares following the De-Listing. Subject to the Tender Conditions being satisfied, Qualifying Shareholders will therefore have the opportunity to tender all or some of their Ordinary Shares at the Record Date pursuant to the Tender Offer. Under the Tender Offer, Shore Capital will purchase up to 34,950,000 Ordinary Shares (representing approximately 30 per cent. of the Company's existing issued ordinary share capital) from Qualifying Shareholders at 5 pence per share. The Tender Offer Price represents:

-- a premium of approximately 25.0 per cent. over the closing mid-market price of an Ordinary Share on 7 November 2014, being the last dealing day before the date of this announcement; and

-- a premium of approximately 21.1 per cent. over the 30 day volume weighted average share price of an Ordinary Share on 7 November 2014, being the last dealing day before the date of this announcement.

Any Ordinary Shares purchased by Shore Capital under the Tender Offer which Shore Capital subsequently requires the Company to purchase under the terms of the Repurchase Agreement will be cancelled. The Tender Offer is subject to the conditions set out in the Repurchase Agreement being fulfilled. The Tender Offer is open to Shareholders on the register of the Company at 5.00pm on 4 December 2014.

If Shore Capital exercises its put option under the Repurchase Agreement, the Repurchase will be financed out of the Group's existing cash reserves and working capital resources and will be paid out of the Company's distributable reserves and the Company has today arranged for interim accounts for the six month period ended 30 June 2014 to be filed with the Registrar of Companies in England and Wales as the relevant properly prepared accounts for the purposes of determining the level of distributable reserves in accordance with sections 836 and 838 of the Act.

Qualifying Shareholders may tender some, all, or none of their holdings pursuant to the Tender Offer. A maximum of 34,950,000 Ordinary Shares may be purchased in the Tender Offer. If the Tender Offer is over-subscribed, all tenders from Small Shareholders will be first accepted in full. Thereafter tenders from Large Shareholders will be pro-rated.

Qualifying Shareholders who elect not to tender their holdings pursuant to the Tender Offer will, on completion of the De-Listing, hold Ordinary Shares in a private limited company. Furthermore, as set out in paragraph 1.4 above there will be no market facility for dealing in the Ordinary Shares, no price will be publicly quoted for the Ordinary Shares and the transfer of Ordinary Shares will be subject to the provisions of the New Articles.

Full details of the Tender Offer are set out in Part II of the Circular. The Tender Offer is conditional, inter alia, on all other Resolutions being passed at the GM. The Tender Offer will also not proceed if any of the conditions specified in paragraph 1 of Part II of the Circular are not satisfied and the Tender Offer may be terminated in the circumstances described in paragraph 22 of Part II of the Circular. If the Tender Offer does not proceed or is terminated once it is made, the Company will make an announcement through a Regulatory Information Service.

The attention of Qualifying Shareholders who are citizens or nationals of or resident in jurisdictions outside the United Kingdom and who wish to participate in the Tender Offer is drawn to the section headed 'Overseas Shareholders' in Part II of the Circular. The Tender Offer is not being made, directly or indirectly, in or into any Restricted Jurisdiction.

   3.    Irrevocable Undertakings 

The Company has received the Irrevocable Undertakings described and listed in the table below:

 
 Shareholder giving the Irrevocable       Number of Ordinary Shares in respect    Number of Ordinary Shares in respect 
 Undertaking                              of which an Irrevocable Undertaking     of which an Irrevocable Undertaking 
                                          has been given to                       has been given not 
                                          vote in favour of the Resolutions to    to accept the Tender Offer 
                                          be proposed at the General Meeting 
 Michael Bennett                                                     12,600,000                             12,600,000 
 Andrew Lord                                                         12,600,000                             11,600,000 
 Iain Blair                                                          11,600,000                             11,600,000 
 John O'Sullivan                                                      6,405,000                              6,405,000 
 Stephen Greenwood                                                    6,011,582                              6,011,582 
 Fergal Brosnan                                                       4,007,722                              2,007,722 
 Stephen Salvin                                                       3,600,000                              3,600,000 
 Robert O'Callahan                                                    3,500,000                              3,500,000 
 Stephen Wright                                                       2,428,571                              2,428,571 
 Paul Finch                                                           1,374,300                              1,374,300 
 Patrick Dundon                                                       1,200,000                              1,000,000 
 John Kirkham                                                           300,000                                300,000 
 Jonathan Butterfield                                                10,375,000                                      - 
 John Sadiq                                                           6,100,000                                      - 
 Deborah Davenport                                                    1,225,000                                      - 
 Zoe Jackson                                                            683,333                                      - 
 Darren Wells                                                           500,000                                      - 
 Tim Jacob                                                              150,000                                      - 
 Total                                                               84,660,508                             62,427,175 
 

As a result of the Irrevocable Undertakings:

a) Shareholders holding 84,660,508 Ordinary Shares (representing approximately 72.7 per cent. of the Ordinary Shares in issue as at the date of this announcement) have irrevocably agreed to vote in favour of the Resolutions to be proposed at the General Meeting;

b) Ordinary Shareholders have irrevocably undertaken not to accept the Tender Offer in respect of 62,427,175 Ordinary Shares (representing approximately 53.6 per cent. of the Ordinary Shares in issue as at the date of this agreement) meaning that, after deducting the Ordinary Shares held by certain Shareholders who are not Qualifying Shareholders, the maximum number of Ordinary Shares in respect of which the Tender Offer might be accepted is 54,090,606 Ordinary Shares.

If the Company receives valid tenders from Qualifying Shareholders in excess of 34,950,000 Ordinary Shares, tenders from Small Shareholders will be satisfied first and then tenders from Large Shareholders will be scaled back pro rata (with the scaled back number of Ordinary Shares being rounded down to the nearest whole number), to ensure that the total number of Ordinary Shares purchased pursuant to the Tender Offer does not exceed 34,950,000 Ordinary Shares. The basis of scaling back will be pro rata to the number of Ordinary Shares tendered. The decision of Shore Capital as to the treatment of fractions or other issues arising from any scaling back will be conclusive and binding on all Shareholders.

   4.    Re-registration 

Following the De-Listing, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to re-register the Company as a private limited company. In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the Re-registration and the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part IV of the Circular.

Application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration which is expected to be on 29 December 2014. The Registrar of Companies will not issue the certificate of incorporation on Re-registration until the Register of Companies is satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company. Accordingly, the expected date of the Re-registration may be subject to change.

   5.    Bank Facilities 

The Group has extended its existing GBP20.0 million invoice discounting facility with Bank Leumi by the addition of a GBP1.5 million term loan. The term loan will be applied for general working capital purposes and to repay certain intra-group loans. The term loan is repayable over three years with an interest rate of 3 per cent. over LIBOR and is subject to an arrangement fee of 0.5 per cent. and it is otherwise materially on the same terms as the existing invoice discounting facility with Bank Leumi.

   6.    Current trading 

The Company released its interim results for the six months ended 30 June 2014 (the "Interim Results") on 30 September 2014. Since that date the Group has continued to trade in line with the Directors' expectations as set out in the Interim Results.

   7.    Growth strategy and potential acquisitions 

The Group's ongoing strategy involves pursuing expansion both through organic growth and acquisitions. At any given time, the Group is typically engaged in discussions with one or more potential acquisition targets.

As of the date of this announcement, the Board has been in recent discussions with three potential acquisition targets. The target businesses would, if acquired, complement the existing activities of the Group.

Target A

The Group is in very early stage discussions with a digital recruitment business. Target A is a young business concentrating on the fast emerging digital services space which would complement ReThink's more traditional IT recruitment services. No formal offer has been made to Target A and discussions continue.

The management of Target A are budgeting to generate revenues of c.GBP14 million, net fee income of c.GBP4 million and profit before tax of c.GBP0.7 million in the year to 31 December 2014.

Target B

The Group is in very early stage discussions with a life sciences recruitment business which would complement the activities of the Group's "Berkley" brand. An indicative valuation has been discussed with Target B but no formal offer has been made. Discussions with the vendor continue.

Target B, in the year to 31 October 2013, generated revenues of c.GBP2 million, net fee income of c.GBP0.7 million and profit before tax of c.GBP0.3 million.

Target C

Target C is a business engaged in recruitment and talent management. The Group had entered into heads of terms with the shareholders of Target C to acquire it for a combination of cash and Ordinary Shares in ReThink. Heads of terms were entered into but have since expired (along with exclusivity rights). The proposed transaction may have, if it were successfully consummated on the terms of the expired heads of terms, constituted a reverse takeover under AIM Rule 14.

Target C, in the year to 31 March 2014, generated revenues of c.GBP11 million, net fee income of c.GBP4 million and profit before tax of c.GBP1 million.

The Board is yet to agree revised heads of terms with the shareholders of Target C. As at the date of this announcement, the shareholders of Target C are currently unwilling to execute revised heads of terms due to various factors. One of these factors relates to the fact that the Group is likely to no longer be a company which is admitted to trading on AIM and as a result, the consideration shares that may be due under the proposed earn out will be unquoted. Formal legal and financial due diligence has not begun and, as a result, the commercial terms of any acquisition may change meaning the acquisition may not constitute a reverse takeover under AIM Rule 14. Given all of these factors, there is considerable uncertainty in the outcome of discussions with Target C.

Shareholders should note that there can be no guarantee that discussions with any of the acquisition targets described above will continue or that one or any of these acquisitions will complete or, indeed, that any acquisition will proceed.

   8.    Trading facility post De-Listing 

Following the De-Listing, there will be no market facility for dealing in the Ordinary Shares and no price will be publicly quoted for the Ordinary Shares. As such, holdings of Ordinary Shares are unlikely to be capable of sale and will be difficult to value. However, while there can be no guarantee of any Shareholders being able to purchase or sell any Ordinary Shares, any Shareholder seeking to do so should contact the Company Secretary in writing at the Registered Office at The Crane Building, 22 Lavington Street, London, SE1 ONZ.

In addition, in order to facilitate continued trading in the Ordinary Shares, the Company intends to engage a third party provider to supply share registrar services and a share matching facility. Once appointed, the Company will inform shareholders and provide details of this matched bargain trading facility. Details will also be made available on the Company's website: www.rethinkgroupplc.com

   9.    Board structure and corporate governance 

Following completion of the De-Listing, the Company will maintain a holding Company board structure alongside its operational board to:

-- provide the continuing assurance and oversight of non-executive directors for the benefit of Shareholders as a whole; and

-- take responsibility for overall business strategy and ensure policies are followed at operational level to support delivery of the strategy.

The Company will continue to ensure that appropriate standards of corporate governance are in operation and the principles of the UK Corporate Governance Code are followed so far as is practical and appropriate to the size and nature of the Company post the De-Listing. The Company will continue to retain Remuneration, Nominations and Audit Committees. The Company will also continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by law and the Company will continue to hold annual general meetings.

   10.   Proposals to be voted on at the General Meeting 

For the purposes of effecting the Proposals the Resolutions will be proposed at the General Meeting. Set out at the end of the Circular is a notice convening the General Meeting to be held at 11.00a.m. on 26 November 2014 at the offices of Newgate Threadneedle, Sky Light City Tower, 50 Basinghall Street, London, EC2V 5DE. The full texts of the Resolutions are set out in that notice, but set out below is a summary of the Resolutions which will be proposed at the General Meeting:

   --     approval of the De-Listing; 

-- authorise the Company to make market purchases of its own Ordinary Shares pursuant to the Tender Offer;

   --     approval of the Re-registration; and 
   --     the replacement of the Current Articles with the New Articles. 
   11.   Action to be taken 

General Meeting

Shareholders will find enclosed with the Circular a Form of Proxy for use at the GM. The Form of Proxy should be completed and returned in accordance with the instructions printed thereon so as to arrive at the Company's Registrars, Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH as soon as possible and in any event not later than 11.00a.m. on 24 November 2014. The completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof, if you so wish and are so entitled.

If the Form of Proxy is not returned by 11.00a.m. on 24 November 2014, your vote will not count.

Tender Offer

If you are a Qualifying Shareholder and wish to participate in the Tender Offer, you should follow the procedure for tendering shares and full details of the Tender Offer, and the procedure to be followed by Qualifying Shareholders wishing to tender Ordinary Shares, are set out in Part II of the Circular.

The procedure for tendering Ordinary Shares on the Register at the Record Date depends on whether a

Qualifying Shareholder holds Ordinary Shares in certificated or uncertificated form.

Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or some of their Ordinary Shares held at the Record Date should complete a Tender Form in accordance with the instructions set out in Part II of the Circular and the instructions printed on the Tender Form itself and return it, together with their share certificate(s) by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during normal business hours only) by hand to the Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible and in any event so as to arrive by no later than 1.00p.m. on 4 December 2014.

Qualifying Shareholders who hold Ordinary Shares in uncertificated form and who wish to tender all or some of their Ordinary Shares held at the Record Date should tender electronically through CREST so that the TTE Instruction settles by no later than 1.00p.m. on 4 December 2014. If Ordinary Shares are held under different member account IDs, a separate TTE Instruction should be sent for each member account ID.

   12.   Taxation 

A general guide to the tax position of Shareholders under UK law and HMRC practice in respect of the Tender Offer is set out in Part III of the Circular.

Shareholders should note that the information on taxation set out in Part III of the Circular is a general guide only and that all Shareholders are strongly advised to consult their independent professional advisers about their own personal tax position.

Shareholders are strongly advised to consult an appropriate independent professional adviser in relation to the tax treatment of any sale of Ordinary Shares pursuant to the Tender Offer. You should note that following the De-Listing the Ordinary Shares will no longer be quoted on AIM or any other public market.

   13.   Further information 

Your attention is drawn to the remaining parts of the Circular which provide further information in relation to the Tender Offer, United Kingdom taxation and the New Articles.

If you have any enquiries in relation to the Tender Offer, please contact Computershare on 0870 707 1734 or, if calling from outside the UK, on +44 870 707 1734. Calls to the helpline number are charged at approximately 10 pence per minute (including VAT) plus any of your service provider's network extras. Lines are open 9.00a.m. to 5.30p.m., Monday to Friday. Calls to the helpline number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Computershare cannot provide advice on the merits of the Tender Offer or give any financial, legal or tax advice.

   14.   Recommendation 

Your Directors consider the Proposals to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

The Directors unanimously recommend that you vote in favour of the Resolutions as they, and persons connected or associated with them or members of their family, intend to do, in respect of their respective interests in 9,133,571 Ordinary Shares in aggregate, representing approximately 7.84 per cent. of the Ordinary Shares currently in issue. The Directors and persons connected or associated with them or members of their family, have also undertaken not to accept the Tender Offer in respect of their respective interests in 9,133,571 Ordinary Shares in aggregate representing approximately 7.84 per cent. of the Ordinary Shares currently in issue.

Your Directors also consider it appropriate that those Qualifying Shareholders who are unable or unwilling to hold shares in the Company following the De-Listing should be given an opportunity to realise their investment under the Tender Offer; however, the Directors make no recommendation to Qualifying Shareholders in relation to their participation in the Tender Offer and recommend that all Qualifying Shareholders consult their duly authorised independent advisers before they make a decision as to whether to tender some, all, or none of their Ordinary Shares, in order to obtain advice relevant to their particular circumstances.

This information is provided by RNS

The company news service from the London Stock Exchange

END

TENFSSFDAFLSEDF