TIDMOLEE
RNS Number : 6879S
Oleeo PLC
07 November 2019
7 November 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA AND JAPAN AND
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF
THE LAWS OF SUCH JURISDICTION.
Oleeo plc
("Oleeo" or "the Company")
Proposed Tender Offer
and
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
The Company announces a proposed tender offer and cancellation
of the admission of its Ordinary Shares to trading on AIM, subject
to approval by Shareholders.
The Tender Offer provides Shareholders who do not wish to remain
as Shareholders after the Cancellation has taken place with an
opportunity to realise their investment in the Company by accepting
the Tender Offer pursuant to which the Company will, conditionally,
offer to purchase up to 1,348,124 Ordinary Shares at the Tender
Price of 165 pence per Ordinary Share, being the closing mid-market
price per Ordinary Share on 6 November 2019 (being the last
practicable date prior to this announcement).
The Company has received irrevocable undertakings not to tender
any Ordinary Shares under the Tender Offer in respect of, in
aggregate, 6,370,500 Ordinary Shares, representing approximately
83.51 per cent. of the current issued Ordinary Shares from the
Founder Concert Party. The Company has also received irrevocable
undertakings to vote in favour of all of the Resolutions being
passed at the General Meeting in respect of, in aggregate,
6,387,000 Ordinary Shares, representing approximately 83.73 per
cent. of the issued Ordinary Shares from the Founder Concert Party
and the Directors of the Company.
Cancellation and the Tender Offer are conditional, among others,
upon all of the Resolutions being passed at the General Meeting to
be held at 11.00 a.m. (or if later immediately following the
conclusion of the AGM) on 3 December 2019.
A circular will be posted to Shareholders (the "Circular") on or
around 8 November 2019 setting out the reasons for, and
implications of, the Cancellation and providing further details on
each of the Cancellation and the Tender Offer. A notice convening
the General Meeting is set out at the end of the Circular.
Cancellation is conditional, pursuant to Rule 41 of the AIM
Rules, upon the approval of not less than 75 per cent. of the votes
cast by Shareholders (whether present in person or by proxy) at the
General Meeting.
In accordance with Rule 41 of the AIM Rules, the Company has
notified the London Stock Exchange of the date of Cancellation.
For further information:
Oleeo Plc
Charles Hipps, Managing Director,
Telephone: +44 (0)20 8946 9876
Email: chipps@oleeo.com
Panmure Gordon (UK) Limited
Nominated Adviser and Broker
Alina Vaskina / Justin Gulston / Ryan Lever
Telephone: +44 (0)20 7886 2952
For more information visit: www.oleeo.com
IMPORTANT NOTICE
If Shareholders are in any doubt about the contents of this
announcement or the action they should take, they are recommended
to seek advice from their stockbroker, solicitor, accountant, bank
manager or other appropriately authorised independent financial
adviser authorised under the Financial Services and Markets Act
2000 (as amended) if they are in the United Kingdom or from another
appropriately authorised independent financial adviser if they are
in a territory outside the United Kingdom.
This announcement does not constitute, or form part of, any
offer for or invitation to sell or purchase any securities, or any
solicitation of any offer for, securities in any jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in the
Circular. The Circular will contain important information,
including the full terms and conditions of the Tender Offer, which
Shareholders are urged to read carefully. The Tender Offer is not
being made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities
exchange of United States, Canada, Australia, New Zealand, South
Africa and Japan and any other jurisdiction where such distribution
of the Circular into or inside or from such jurisdiction would
constitute a violation of the laws of such jurisdiction.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this Document. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company nor any of its associates, directors, officers
or advisers undertakes any obligation to update such statements.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender 7 November 2019
Offer and Cancellation
Tender Offer opens and notice 8 November 2019
of Cancellation provided to
the London Stock Exchange
Posting of the Circular, Tender 8 November 2019
Forms, Proxy Forms and the
Letters to Optionholders
Posting of the Annual Report 8 November 2019
and Accounts, and Notice of
AGM
Latest time and date for receipt 10.30 a.m. on 1 December 2019
of proxy forms for the AGM
Latest time and date for receipt 11.00 a.m. on 1 December 2019
of Proxy Forms for the General
Meeting
AGM 10.30 a.m. on 3 December 2019
General Meeting 11.00 a.m. (or if later immediately
following the conclusion of the
AGM on 3 December 2019
Announcements of results of 3 December 2019
AGM and General Meeting
Expected Admission of new 8.00 a.m.
Ordinary Shares resulting on 4 December 2019
from exercise of Options
Latest time and date for receipt 1.00 p.m. on 5 December 2019
of Tender Forms and TTE instructions
in relation to the Tender
Offer
Tender Offer Record Date close of business on 5 December
2019
Announcement of the results 6 December 2019
of the Tender Offer
Latest date to exercise Eligible 1.00 p.m. on 3 December 2019
Options
Expected date of Cancellation with effect from 7.00 a.m.
on 12 December 2019
Cheques dispatched and CREST by 16 December 2019
accounts credited in respect
of proceeds due under the
Tender Offer
CREST accounts credited with, by 16 December 2019
and share certificates dispatched
in respect of, revised holdings
of Ordinary Shares following
the Tender Offer
Notes:
(1) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders through a
Regulatory News Service.
(2) All references to time are to London time, unless otherwise stated.
Background to, and reasons for, the proposed Tender Offer and
Cancellation
Cancellation
The Board has for some time been reviewing the benefits to, and
burdens on, the Company and Shareholders of the continuing AIM
Admission. The Board having conducted this review, has concluded
that Cancellation is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered, among others, the following principal factors:
-- the considerable costs, management time and the legal and
regulatory burden associated with maintaining the Company's AIM
Admission are, in the Board's opinion, materially disproportionate
to the benefits to the Company and Cancellation will enable the
Company to reduce administrative costs;
-- with regard to the costs in particular, even though these
have been, so far as reasonably possible, controlled and minimised
by the Company, the Board believes that these funds could be better
utilised for the benefit of the Company;
-- the Company has seen limited trading volume in its Ordinary
Shares, with an average daily volume of approximately 153.73
Ordinary Shares, representing approximately 0.0020 per cent. of the
current issued Ordinary Shares, over the three months ending 6
November 2019;
-- approximately 83.51 per cent. of the current issued Ordinary
Shares are held by the Founder Concert Party;
-- the Company's market capitalisation is GBP12.6 million as at
close on 6 November 2019 (being the last practicable date prior to
the publication of this announcement); and
-- the Company has not utilised AIM to raise equity capital for
its expansion since its AIM Admission in March 2000 and is
currently unlikely to benefit from any new institutional investors
or additional analyst interest in the secondary market.
For the reasons set out above, the Board has concluded that it
would be in the best interests of the Company and Shareholders as a
whole if the AIM Admission were to be cancelled at the earliest
opportunity.
Tender Offer
The Board recognises that some Shareholders may not be able or
willing to continue to hold Ordinary Shares following the
Cancellation. The Tender Offer gives such Shareholders (if they are
Qualifying Shareholders) an opportunity, to dispose of or reduce
their interest in the Company. Those Qualifying Shareholders who
wish to continue holding Ordinary Shares following the Cancellation
may do so, but there would no longer be a formal market mechanism
enabling Shareholders to trade their Ordinary Shares.
The Board considers that the Tender Offer:
-- provides an opportunity for Qualifying Shareholders to tender
their Ordinary Shares prior to the Cancellation;
-- gives Qualifying Shareholders the ability to tender all or
some Ordinary Shares held by them (without scaling back) or to
tender none of their Ordinary Shares, depending on their own
liquidity requirements and their view of the prospects of the
Company going forward; and
-- provides a return of cash now, compared to the alternative of
being exposed to the financial risks of the ongoing operations of
the Company.
Process for Cancellation
In accordance with the AIM Rules, the Cancellation is
conditional on the consent of not less than 75 per cent. of the
votes cast by Shareholders at a general meeting.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Board has notified the London
Stock Exchange of the Company's intention, subject to Resolution 1
being passed at the General Meeting, to cancel the Company's AIM
Admission on 12 December 2019. Cancellation will not take effect
until at least five clear Business Days have passed following the
passing of Resolution 1. If the Resolution 1 is passed at the
General Meeting, it is proposed that the last day of trading in
Ordinary Shares on AIM will 11 December 2019 and that Cancellation
will take effect at 7.00 a.m. on 12 December 2019.
Principal effects of Cancellation
The principal effects that the Cancellation would have on
Shareholders are as follows:
-- there would no longer be a formal mechanism enabling
Shareholders to trade their Ordinary Shares through the market.
Accordingly, while the Ordinary Shares will remain freely
transferable, they may be more difficult to sell compared to shares
of companies admitted to trading on AIM (or any other recognised
market or trading exchange);
-- it may also be more difficult for Shareholders to determine
the market value of their shareholdings in the Company at any given
time;
-- the Company would no longer be subject to the AIM Rules (and
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules. Such protections include:
o the Company will not be bound to make any public announcements
of material events, or to announce interim or final results,
announce substantial transactions and related party transactions,
or comply with the requirement to obtain shareholder approval for
reverse takeovers and fundamental changes in the Company's
business; and
o Panmure Gordon will cease to be the Company's nominated
adviser and broker and the Company will cease to retain a nominated
adviser and broker;
-- the Company would no longer be subject to the Disclosure
Rules and Transparency Rules and would therefore no longer be
required specifically to disclose major shareholdings in the
Company;
-- the Company will no longer be subject to the Market Abuse
Regulation regulating inside information;
-- the Company would no longer be required to comply with any of
the additional corporate governance requirements applicable to
companies admitted to trading on AIM; and
-- the Cancellation might 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).
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation on them.
However, following the Cancellation:
-- the Company will remain a public company registered with the
Registrar of Companies in England and Wales in accordance with and
subject to the Companies Act 2006. The Board intends to re-register
the Company as a private company in due course and will update the
Shareholders further on this matter as appropriate;
-- even if the Company is converted to a private company it
would still remain subject to the provisions of the Takeover Code
for a period of 10 years following Cancellation. It should also be
noted that as the Founder Concert Party own in excess of 50 per
cent. of the existing Ordinary Shares, they are free to acquire
further Ordinary Shares without incurring any obligation under Rule
9 of the Takeover Code;
-- the Company intends to continue to communicate information
about the Company to its Shareholders on the Company's website
(www.oleeo.com) and to post updates on that website from time to
time, although as described above, Shareholders should be aware
that there will be no obligation on the Company to include the
information required under Rule 26 of the AIM Rules or to update
the website as required by the AIM Rules; and
-- subject to existing contractual obligations, the Board
intends to pay management and employees' salaries and benefits that
are commensurate with industry practice and, assuming the
Cancellation occurs, the Company's status as an off-market
company.
Tender Offer
Price, quantum and principal effects of Tender Offer
The Board recognises that not all Shareholders will wish to
continue to own Ordinary Shares in the Company following
Cancellation. Qualifying Shareholders will therefore have the
opportunity to tender, pursuant to the Tender Offer some or all of
their Ordinary Shares at the Record Date. Qualifying Shareholders
do not have to tender any Ordinary Shares if they do not wish to do
so.
The Tender Price of 165 pence per Ordinary Share being the
closing mid-market price on 6 November 2019.
There are currently 7,628,054 Ordinary Shares in issue as at 6
November 2019 (being the last practicable date prior to the
publication of this announcement). In addition, up to 90,570
Ordinary Shares are capable of issue pursuant to the exercise of
Eligible Options. The Founder Concert Party own 6,370,500 Ordinary
Shares, representing approximately 83.51 per cent. of the current
issued Ordinary Shares. The Founder Concert Party have irrevocably
undertaken not to participate in the Tender Offer. Accordingly,
Qualifying Shareholders would be able to tender all of their
holdings without being scaled back.
Under the Tender Offer a maximum of 1,348,124 Ordinary Shares,
representing approximately 17.47 per cent. of the aggregate of the
current issued Ordinary Share Capital and the maximum number of
Ordinary Shares that are capable of being issued upon the exercise
of Eligible Options, may be purchased. The maximum aggregate cost
for the Company of the Tender Offer (excluding costs and expenses)
would be GBP2,224,404.60. The Board are satisfied the Company has
sufficient distributable reserves to make the Tender Offer and cash
reserves both to fund the Tender Offer and to meet its ongoing
working capital requirements and commitments following completion
of the Proposals.
If the Tender Offer is fully taken up by Qualifying
Shareholders, resulting in the purchase of 1,348,124 Ordinary
Shares:
-- there will be a reduction in the issued Ordinary Share
Capital to 6,370,500 Ordinary Shares (following the exercise of
Eligible Options); and
-- the retained earnings of the Company, as referenced in the
audited accounts of the Company for the year ended 31 July 2019,
will be reduced from approximately GBP8.4 million to approximately
GBP6.2 million (excluding professional fees incurred in connection
with the Proposals, any dividend payments approved at the AGM and
stamp duty). The retained earnings of the Group, as referenced in
the audited accounts of the Company for the year ended 31 July
2019, will be reduced from approximately GBP8.6 million to
approximately GBP6.4 million (excluding professional fees incurred
in connection with the Proposals, any dividend payments approved at
the AGM and stamp duty).
Shareholder approval
The Tender Offer is conditional, amongst other things, on the
passing of the Board of the Resolutions, including Resolution 1
approving the Cancellation.
Resolution 2 has been proposed, which, if passed, will provide
the Company with the authority to make market purchases of
1,348,124 Ordinary Shares. The Ordinary Shares purchased under the
Tender Offer (or a corresponding number of Ordinary Shares) will be
cancelled once purchased by the Company pursuant to the terms of
the Repurchase Agreement.
Tender Offer process
Under the Tender Offer:
-- Panmure Gordon will purchase Ordinary Shares that are validly
tendered up to a maximum number of 1,348,124 Ordinary Shares
(equivalent to an aggregate value of approximately
GBP2,224,404.60);
-- all Qualifying Shareholders are being given the opportunity to participate;
-- Qualifying Shareholders can tender none, all or some of their Ordinary Shares;
-- the Tender Offer is not being made available to Shareholders
with a registered address in a Restricted Jurisdiction. Overseas
Shareholders should note that they should satisfy themselves that
they have fully observed any applicable legal requirements under
the laws of their relevant jurisdiction if they tender Ordinary
Shares in the Tender Offer;
-- all Ordinary Shares purchased by Panmure Gordon will be
purchased at a price of 165 pence per Ordinary free of commissions
and dealing charges;
-- the Tender Offer will close at 1.00 p.m. on 5 December 2019;
-- all Ordinary Shares purchased by Panmure Gordon (or a
corresponding number of Ordinary Shares) will be subsequently
purchased by the Company at a price of 165 pence per Ordinary Share
under the terms of the Repurchase Agreement; and
-- all Ordinary Shares purchased by the Company from Panmure
Gordon under the terms of the Repurchase Agreement will be
cancelled and will not rank for any dividends declared after, or
whose record date is after, the date of the Circular.
If the Tender Offer is terminated, the Company will make an
announcement through a Regulatory News Service that such is the
case.
Full details of the Tender Offer, including the terms and
conditions on which it is made, will be made available in the
Circular following this announcement.
Current trading and outlook
As announced on 7 November 2019, the Group revenues for the year
ended 31 July 2019 were GBP10,683,086, up 7 per cent. on the
GBP9,981,563 reported in the previous year while like-for-like
operating profit of GBP546,453 compared with the GBP472,728
achieved last year. However, the retrospective adoption of IFRS15
covering the three previous accounting periods has increased our
reported operating profit to GBP592,142.
IFRS 15 is a new accounting standard on revenue recognition
which replaced IAS18 and for which this was the first year of
recognition for the Group.
The increase in finance income was GBP75,114 compared with
GBP17,776 in the previous year which results from a decision to
move our cash deposits from "on call" to fixed term durations.
These two factors are reflected in the increase in the profits
before tax of GBP667,256 compared with GBP490,504 last year.
The increase in revenues reflects growth in new and ongoing
contracts offset by known terminations, supplemented by higher
change requests and online test revenues.
Meanwhile costs increased as we pursued our strategy of product
innovation and putting customers at the heart of our business. This
included an increase in product development costs and the first
trials of our machine learning based solution.
We expect to continue to invest particularly in product
development resources and marketing. As a result, costs are
expected to grow putting continued downward pressure on
profitability. Known reductions in customer requirements and an
extremely competitive environment mean that the outlook for both
sales and profits remains uncertain.
Irrevocable Undertakings
The Company has received irrevocable undertakings not to tender
any Ordinary Shares under the Tender Offer and to vote in favour of
Resolutions 1 and 2 in respect of their holdings of, in aggregate,
6,370,500 Ordinary Shares, representing approximately 83.51 per
cent. of the issued Ordinary Shares.
Treatment of Optionholders
The Company operates a share option scheme, the EMI Scheme, and
as at 5 November 2019, the latest practicable date prior to the
date of this announcement, there were unexercised options to
acquire up to 294,306 Ordinary Shares of which Options in respect
of 90,570 Ordinary Shares, being the Eligible Options, have vested
and are capable of exercise and have an exercise price which is
less than the Tender Offer Price.
Neither the Tender Offer nor the Cancellation will have the
effect of increasing or accelerating the right to exercise any
option or of accelerating the lapse of any option. However, the
Company has made arrangements such that the Eligible Optionholders
may until the Latest Exercise Date exercise their Eligible Options
conditional upon the completion of the Tender Offer. The Ordinary
Shares issued in respect of the Eligible Options will be issued to
a nominee for the Eligible Optionholders who exercise their
Eligible Options. The nominee will be a Qualifying Shareholder for
the purposes of the Tender Offer and will accept the Tender Offer
in respect of all the Ordinary Shares held in its name and satisfy
the exercise price of the Eligible Options from the proceeds of the
Tender Offer.
Recommendation
The Board considers that the Tender Offer and Cancellation to be
in the best interests of Shareholders as a whole. Accordingly, the
Board recommends that Shareholders vote in favour of the
Resolutions, as they and the Founder Concert Party have undertaken
to do in respect of their own holdings of Ordinary Shares and
Ordinary Shares under their control representing, in aggregate,
approximately 83.73 per cent. of the current issued Ordinary
Shares.
The Directors make no recommendation to Qualifying Shareholders
in relation to participation in the Tender Offer itself. Whether or
not Qualifying Shareholders decide to tender all or any of their
Ordinary Shares will depend, amongst other things, on their view of
the Company's prospects and their own individual circumstances,
including their tax position. In making their decisions, Qualifying
Shareholders are recommended to consult their duly authorised
independent advisers.
DEFINITIONS
"AIM" AIM, a market operated by the London
Stock Exchange plc;
"AIM Admission" the admission of the Ordinary Shares
to trading on AIM;
"AIM Rules" the AIM rules for companies published
by the London Stock Exchange plc from
time to time;
"Board" or "Directors" the directors of the Company as at
the date of this announcement;
"Business Day" any day other than a Saturday, Sunday
or public holiday on which banks are
open in the City of London for the
transaction of general commercial
business;
"Cancellation" the cancellation of the AIM Admission;
"certificated" or "in Ordinary Shares not recorded on the
certificated form" Register as being held in uncertificated
form in CREST;
"Company" or "Oleeo" Oleeo plc;
"CREST" the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the Operator
(as defined in the CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"Disclosure Rules and the disclosure and transparency rules
Transparency Rules" prescribed by the Financial Conduct
Authority;
"Eligible Options" Options granted under the EMI Scheme
which are exercisable on the Tender
Offer Record Date, and whose exercise
price is less than the Tender Offer
Price;
"Eligible Optionholders" Optionholders who are the holders
of Eligible Options;
"EMI Scheme" the Enterprise Management Scheme adopted
by the Company on 18 December 2006;
"Euroclear" Euroclear UK & Ireland Limited (formerly
CRESTCo Limited);
"Founder Concert Party" Charles Hipps, Deborah Hipps, Victoria
Hipps and Paul Hipps;
"General Meeting" the General Meeting of the Company
convened for 11.00 a.m. (or if later
immediately following the conclusion
of the AGM) on 3 December 2019 by
the Notice and any adjournment thereof;
"Group" the Company and its subsidiary undertakings
from time to time;
"Latest Exercise Date" 1.00 p.m. on 3 December 2019, being
the latest date for Eligible Optionholders
to exercise their Eligible Options;
"Market Abuse Regulation" the market abuse regulation promulgated
as Regulation (Eu) No 596/2014 of
The European Parliament and of the
Council of 16 April 2014;
"Notice" the notice of the General Meeting;
"Optionholders" persons who hold options to acquire
Ordinary Shares under the EMI Scheme
which include holders of unapproved
share options granted under the provisions
of the EMI Scheme;
"Ordinary Shares" or "Ordinary ordinary shares of GBP0.001 nominal
Share Capital" value each in the capital of the Company;
"Overseas Shareholder" a Shareholder who is resident in,
or a citizen of, a jurisdiction outside
the United Kingdom;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Proposals" the Cancellation and the Tender Offer,
as described in this announcement;
"Proxy Form" the form of proxy for use at the General
Meeting or any adjournment thereof;
"Qualifying Shareholders" Shareholders who are entitled to participate
in the Tender Offer, being (i) Shareholders
on the Register at 8.00 p.m. on the
Tender Offer Record Date who are not
Restricted Shareholders and (ii) Eligible
Optionholders or their nominee holding
Ordinary Shares on behalf of Eligible
Optionholders who have exercised their
Eligible Options on or before the
Latest Exercise Date;
"Register" the register of members of the Company;
"Regulatory News Service" any of the services approved by the
London Stock Exchange plc for the
distribution of AIM announcements
and included within the list maintained
on the website of the London Stock
Exchange plc;
"Repurchase Agreement" the agreement dated 7 November 2019
between the Company and Panmure Gordon
for the repurchase by the Company
of the Ordinary Shares purchased by
Panmure Gordon pursuant to the Tender
Offer (or otherwise a corresponding
number of Ordinary Shares);
"Resolutions" the resolutions to be proposed at
the General Meeting, as set out in
the Notice and a reference to a "Resolution"
shall be construed accordingly;
"Restricted Jurisdiction" each of the United States, Canada,
Australia, New Zealand, South Africa
and Japan and any other jurisdiction
where the mailing of the Circular
into or inside or from such jurisdiction
would constitute a violation of the
laws of such jurisdiction;
"Restricted Shareholder" a Shareholder with a registered address
in a Restricted Jurisdiction;
"Shareholders" holders of Ordinary Shares;
"Takeover Code" the City Code on Takeovers and Mergers;
"tender" and "tendered" refers to tenders by Shareholders
of Ordinary Shares pursuant to the
Tender Offer;
"Tender Form" the tender form issued to Qualifying
Shareholders for use in respect of
Ordinary Shares held in certificated
form;
"Tender Offer" the invitation by Panmure Gordon to
Qualifying Shareholders to tender
Ordinary Shares for sale to Panmure
Gordon on the terms and subject to
the conditions set out in this announcement
and, in the case of certificated Ordinary
Shares only, in the Tender Form;
"Tender Offer Price" the price of 165 pence per Ordinary
Share, being the price at which Panmure
Gordon offers to purchase Ordinary
Shares under the Tender Offer;
"Tender Offer Record Date" close of business on 5 December 2019;
"TTE instruction" a transfer to escrow instruction (as
defined by the CREST manual issued
by Euroclear);
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland; and
"uncertificated" or "uncertificated Ordinary Shares which are recorded
form" on the Register as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of CREST.
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.
END
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