Fonix Mobile plc
("Fonix"
or the "Company")
On Market Share Buyback
Programme
Earlier today the Company announced
a proposed secondary placing of ordinary shares ("Ordinary Shares")
(the "Placing") and that
each of Ganton Limited (an investment vehicle of William Neale,
Founder and Non-Executive Director), Robert Weisz (Chief Executive
Officer) and Starnevesse Limited (an investment vehicle of Richard
Thompson) (together, the "Selling
Shareholders") intend to participate in the
Placing.
An independent committee of the
board, comprising Edward Spurrier, Michael Foulkes and Carmel
Warren (the "Independent
Directors") note the price at which Cavendish intends to
place Ordinary Shares in the Company and wishes to take advantage
of this rare liquidity opportunity to provide a meaningful return
of value to shareholders over and above the Company's progressive
dividend policy, given the Company holds surplus cash. Accordingly,
the Company announces a proposed share buyback programme of up to
1,000,000 Ordinary Shares (the "Share Buyback
Programme").
The Independent Directors believe
that conducting a buyback of shares at the proposed Placing price
is a good use of the Company's large and growing cash balance and
owing the fact the Placing is being conducted pursuant to a
disposal of shares by the Selling Shareholders, each of whom are
also members of the Concert Party (as defined in the Company's
Admission Document), this provides a rare opportunity for the
Company to buy back Ordinary Shares and return value to
Shareholders without the need for a Whitewash under the Takeover
Code. For the avoidance of doubt the Concert Party's shareholding
in the Company will not increase as a result of either the Placing
or the Share Buyback Programme.
The Company has appointed its
corporate broker Cavendish to manage the Share Buyback Programme,
to repurchase Ordinary shares on its behalf
from today, up to a maximum aggregate of 1,000,000 Ordinary Shares,
representing approximately 1 per cent. of the total issued share
capital. It is the intention that this Share Buyback Programme will
be completed, or partially completed, (depending on the allocation
within the Placing) or terminated by 31 May 2024.
The Company has entered into an
irrevocable commitment with Cavendish to continue the Share Buyback
Programme through a non-discretionary programme, repurchasing the
Company's Ordinary Shares on its behalf, and within certain defined
parameters. Cavendish will make trading decisions in relation to
the buyback of Ordinary Shares independently of the Company within
the programme terms.
Share repurchases will take place as
open market transactions and may be made from time to time
depending on market conditions, share price, trading volume and
other factors. The amount paid for each Ordinary Share (exclusive
of expenses) shall not be more than 105 per cent of the average
price of an Ordinary Share, for the five days immediately preceding
the day on which any Ordinary Share is purchased, or, higher than
the price of the last independent trade and the highest current
independent bid for an Ordinary Share on the trading venue where
the purchase is carried out. Furthermore, the amount paid for each
Ordinary Share (exclusive of expenses) shall not be less than 0.1
pence per share, being the nominal value of each Ordinary Share.
Under the Share Buyback Programme, the repurchased shares will
either be held in treasury at the Company's discretion for later
reissue or cancellation. Shares held in treasury are not entitled
to dividends and have no voting rights at the Company's general
meetings.
The Share Buyback Programme is in
accordance with the Company's general authority to purchase a
maximum of 9,975,000 Ordinary Shares, granted by its shareholders
at the Annual General Meeting held on 14 November 2023. The Share
Buyback Programme will be conducted within the parameters of the
Market Abuse Regulation 596/2014/EU ("UK MAR") and the Commission
Delegated Regulation 2016/1052/EU (each as in force in the UK from
time to time, including where relevant pursuant to the Market Abuse
(Amendment)(EU Exit) Regulations 2019).
The Company will make further regulatory announcements in respect of
repurchases of Ordinary Shares as required by UK MAR and the AIM
Rules, including as to whether those shares will be cancelled or
are to be held in treasury.
The participation by the Company in
the Placing falls to be a related party transaction for the purpose
of Rule 13 of the AIM Rules for Companies. The Independent
Directors for the purposes of this transaction (being Edward
Spurrier, Michael Foulkes and Carmel Warren), having consulted with
Cavendish, the Company's Nominated Adviser, consider the terms of
the transaction to be fair and reasonable insofar as the Company's
shareholders are concerned.
Enquiries
Fonix Mobile plc
Tel:
+44 20 8114 7000
Robert Weisz, CEO
Michael Foulkes, CFO
Cavendish Capital Markets Limited
(Nomad and
Broker)
Tel: +44 20 7220 0500
Jonny Franklin-Adams / Seamus Fricker
(Corporate Finance)
Sunila de Silva (ECM)