RNS Number : 2513R
JKX Oil & Gas PLC
03 November 2021
 


 

3 November 2021

JKX Oil & Gas plc

("JKX", the "Company" or the "Group")

Proposed Cancellation of Admission of Ordinary Shares to the Official List

Tender Offer to purchase up to 40,096,476 Ordinary Shares at 42.0 pence per Ordinary Share

and

Notice of Extraordinary General Meeting

 

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

 

the proposed cancellation of the admission of its Ordinary Shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange (the "Delisting");

the approval of a Repurchase Agreement as part of a tender offer for up to 40,096,476 Ordinary Shares at 42.0 pence per share (the "Tender Offer");

the cancellation of the Company's share premium account (the "Reduction of Capital"); and

the proposed re-registration of the Company as a private limited company (the "Re-Registration") and the adoption of New Articles of Association (together with the Delisting, the Tender Offer, the Reduction of Capital and the Re-Registration, the "Proposals").

 

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.

 

The Circular sets out the terms of the Tender Offer and incorporates a notice of Extraordinary General Meeting. A Form of Proxy and Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Extraordinary General Meeting and Tender Offer, respectively, are also being despatched with the Circular. Copies of the proposed New Articles of Association are also being despatched with the Circular.

 

The Resolutions approving the Delisting, the Reduction of Capital and the Repurchase Agreement  are inter-conditional. If these Resolutions are not passed for any reason, the Delisting and the Tender Offer Price will not proceed.

 

Reasons for the Delisting

 

The Directors have considered the strategy for the Company to ensure that it is in the best position to be able to raise funds and enter into strategic transactions to develop the business whilst also ensuring the Company continues to meet its financial commitments and yields a return for Shareholders.

The Directors have conducted a review of the various benefits and drawbacks to the Company and its Shareholders in relation to maintaining the listing of the Ordinary Shares on the Official List. The Directors unanimously believe that the Delisting is in the best interest of the Company and its Shareholders, and have considered the following key factors (amongst others) in reaching a decision:

(a)          for several years the Company has not been able to utilise its listing to raise finance or to use its shares as consideration in order to fund investment in the Company's existing portfolio or expand its portfolio owing to negative investor sentiment, and the Directors believe that as a private unlisted entity the Company would have greater flexibility to look at alternative sources of capital and structures which may not be suitable or available to the Company as a listed entity; and

(b)          the regulatory burden, management time and considerable costs associated with maintaining admission of the Ordinary Shares on the Official List (including professional, legal, accounting, broker and sponsor costs and fees of the London Stock Exchange) are now disproportionate to the value provided by the listing of the Ordinary Shares on the Official List. Following Delisting, the direct costs of maintaining the listing will be saved and the costs associated with future transactions and capital raising should be substantially lower. Furthermore, substantive management time spent on maintaining a listing will be eliminated. These financial and management resources can be more effectively utilised in the development and management of the business in a private company context.

In addition, the number of the Company's shares held in public hands, known as the "free float", is below the level required by ongoing requirements set out in Chapter 9 of the FCA's Listing Rules. As at the Latest Practicable Date, only approximately 21.9 per cent. of the Ordinary Shares were held in "public hands" (calculated in accordance with LR 6.14.1). The Listing Rules require 25 per cent. of the Company's shares to be in public hands, which for the purposes of the relevant test excludes any shares held by those with 5 per cent. or more, or held by the Company's Directors. There has been an ongoing dialogue with the FCA with respect to the Company's failure to meet the continuing obligations requirements under the Listing Rules with respect to the number of shares in public hands (which includes shareholdings of less than 5%, excluding directors and certain connected parties). The FCA has indicated that it would not grant the Company a permanent derogation from this requirement and that it expects the Company to develop and implement a plan to increase the number of shares in public hands. The Company has sought to implement a plan and has successfully increased the number of shares in public hands by, inter alia, releasing shares previously held in an employee benefit trust, although not to the required level of 25 per cent. However, in order to increase the number of shares in public hands further either Shareholders with more than 5 per cent. holdings need to dispose of shares to "public hands" or the Company needs to issue new shares into "public hands". If the Proposals do not proceed, the Board will need to continue discussions with both the FCA and the larger Shareholders to find a resolution (unless the rules change in line with the FCA proposals described above).

The Board has considered whether a transfer of the Company's listing to another market in London would be of benefit to Shareholders. However, having studied the alternatives, the Board is of the view that the benefits described above of becoming an unlisted private company at this stage in the Company's development outweigh the potential benefits of seeking admission to an alternative market in London. However, in order to provide Shareholders with a platform through which Ordinary Shares can be traded after Delisting, the Company will seek to arrange to provide a matched bargain trading facility (details of which will be provided via the Company's website once the Delisting has completed).

When discussing the option of Delisting, the Board has considered the advantages and disadvantages of maintaining the listing of the Ordinary Shares on the Official List. In the circumstances, the Board believes that it is in the best interests of the Company and the Shareholders as a whole if the Delisting occurs as soon as reasonably possible and in accordance with the timetable set out in the Listing Rules and the London Stock Exchange's Admission and Disclosure Standards. The Board has also consulted with certain of the Company's largest Shareholders.

Given the Company's current financial position and prospects the Board is of the opinion that the Delisting would give the Company more flexibility and agility when conducting transactions, especially transactions of a Class 1 and/or related party nature. Other than the proposed disposal of the Company's non-core Russian assets (as disclosed in the Company's RNS on 4 October 2021, the "Russian Disposal"), the Board has no present intention to undertake a transaction that would have been a Class 1 and/or related party subject to Chapter 10 and/or Chapter 11 of the Listing Rules.

The Board is of the considered view that there is a mismatch between the burden that the Company must carry to preserve its status as a public listed company and advantages that a public listed company enjoys from being listed.

In addition, the Board is also of the view that the Delisting would result in certain costs savings, plus administrative and transactional efficiencies. The Board expects that the savings resulting from reduced administrative expenditure following the Delisting will amount to approximately US$ 600,000 per annum.

 

Resolutions and Delisting

 

The Circular sets outs the Resolutions to:

(a)          cancel the admission of the Ordinary Shares from the Official List and to trading on the London Stock Exchange's Main Market for listed securities (the Delisting). It is anticipated that the effective date of the Delisting, subject to the passing of the Resolutions approving the Delisting, the Reduction of Capital and the Repurchase Agreement at the Extraordinary General Meeting, will be 23 November 2021;

(b)          cancel the amount of US$ 97,476,000 standing to the credit of the Company's share premium account (the "Reduction of Capital") to create a distributable reserve to enable the Company to proceed with the proposed Tender Offer;

(c)           approve the terms of a repurchase agreement (the Repurchase Agreement) under which SP Angel Corporate Finance LLP, as principal would be entitled to require the Company to buy back the Ordinary Shares acquired by SP Angel from Qualifying Shareholders who have tendered their Ordinary Shares under the Tender Offer at a Tender Price of 42.0 pence per Ordinary Share. This relates to up to 40,096,476 Ordinary Shares which represents approximately 23.3 per cent. of the total issued share capital of the Company; and

(d)          re-register as a private limited company (the Re-Registration) and adopt the New Articles of Association following the Delisting,

(together, the "Resolutions").

The Repurchase Agreement Resolution is conditional upon the approval of a majority of the votes cast by Shareholders at the Extraordinary General Meeting, and the other Resolutions are conditional upon the approval of not less than 75 per cent. of the votes cast by Shareholders at the Extraordinary General Meeting. The Resolutions approving the Delisting, the Reduction of Capital and the Repurchase Agreement are interconditional. The Resolutions approving the Re-Registration and the adoption of the New Articles of Association (the Re-Registration Resolutions) are interconditional, as well as conditional on the passing of the other Resolutions. The Tender Offer is also subject to the satisfaction of a number of conditions as set out in Parts 3 and 4 of the Circular.

The Listing Rules require that, if a company wishes to cancel its listing on the Official List, it must seek the approval of a majority of not less than 75 per cent. of votes attaching to shares voted on the resolution, voting in person or by proxy. Should the Delisting Resolution pass this test, subject to the passing of the Resolutions approving the Reduction of Capital and the Repurchase Agreement, it will authorise the Board to request that (i) the FCA cancel the listing of the Company's Ordinary Shares on the Official List, and (ii) the London Stock Exchange remove the Ordinary Shares from trading on the Main Market. Subject to the passing of those Resolutions, it is expected that the last day of dealings in Ordinary Shares will be on 5 January 2022 and that Delisting will be effective at 8.00 am on 6 January 2022.

Tender Offer

The Board recognises that the effects of the Delisting are significant for Shareholders, in particular in terms of the loss of the protections afforded to Shareholders by the Listing Rules and City Code, and the loss of liquidity provided by the existing listing arrangements. The Board has therefore arranged the Tender Offer to provide Qualifying Shareholders (being all Shareholders other than those in the United States of America, Canada, Australia, New Zealand, Republic of South Africa, Japan or any jurisdiction where the ability to accept the Tender Offer may be restricted by law) with a means to realise their investment in the Company for cash at 42.0 pence per Ordinary Share, being equal to the closing share price on the Latest Practicable Date, a premium of 9.8 per cent. to the three-month average closing share price, a premium of 33.3 per cent. to the six-month average closing share price and a premium of 40.7 per cent. to the nine-month average closing share price.

The Tender Offer would have a basic entitlement (subject to possible reduction to ensure the Tender Offer does not exceed 40,096,476 Ordinary Shares) per Qualifying Shareholder of 500,000 Ordinary Shares. The basic entitlement is intended to ensure that Shareholders with interests in Ordinary Shares equal to or smaller than this basic entitlement are able to tender their interests for cash in full should they so choose.

The Tender Offer would be for up to 40,096,476 Ordinary Shares representing approximately 23.3 per cent. of the existing issued ordinary share capital of the Company, which is greater than the current "number of shares in public hands" (as defined in the FCA Listing Rules). The Tender Offer is subject to the passing of all of the Relevant Resolutions and to the satisfaction of certain further conditions described in Part 4 of the Circular. Therefore, there can be no guarantee that the Tender Offer will take place.

The full terms of the Tender Offer are set out in Part 4 of the Circular.

For the avoidance of doubt, Shareholders are not obliged to tender their Ordinary Shares in the Tender Offer. Consequently, the Board is also proposing to put in place certain measures to help safeguard Shareholders' interests following the Delisting as further described in the Circular, as well as a matched bargain facility.

Reduction of capital

The Company does not have sufficient distributable reserves (as required by the Companies Act) at this point in time to be able to implement any return of value to Shareholders. It is proposed to cancel all of the Company's Share Premium Account in order to facilitate the Tender Offer to Qualifying Shareholders by enabling the Company to comply with its obligations under the Repurchase Agreement. Other than facilitating the Tender Offer, the cancellation of the Share Premium Account is not expected to have any other impact on the Company or the Shareholders. Further details of proposed Reduction of Capital are set out in Part 2 of the Circular.

Re-registration as private limited company

Following Delisting, the Board believes that the requirements and associated costs of the Company maintaining its public company status would be difficult to justify and that the Company would benefit from the more flexible requirements and lower overhead 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 of Association be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles of Association on the rights and obligations of Shareholders and the Company are summarised in Part 6 of the Circular and the proposed New Articles of Association are being made available on the Company's website (and will also be available for inspection at the Extraordinary General Meeting): www.jkx.co.uk/investors.

Principal effects of Delisting

 

The principal effects that the Delisting would have on Shareholders are set out in paragraph 4 of Part 1 of the Circular. These include that:

 

(a)          Following the Cancellation, the Ordinary Shares will no longer be traded on a public market or trading facility on any recognised investment exchange. As a result, a Shareholder will not be able to trade its Ordinary Shares on the London Stock Exchange and, consequently, the opportunity for Shareholders to realise their investment in the Company will be limited and there will be no public valuation of Ordinary Shares held by them. The Company will, with effect from Cancellation, put in place a matched bargain settlement facility to serve as a limited platform for Shareholders and other persons to seek to buy or sell shares.

 

(b)          The Company will no longer be subject to the regulatory and financial reporting regime applicable to companies whose shares are admitted to the Official List and to trading on the Main Market including the Listing Rules, the Disclosure and Transparency Rules, Market Abuse Regulations and the Corporate Governance Code.

(c)           Shareholders will no longer be afforded the protections of the City Code on Takeovers and Mergers (the "City Code") (including the rules requiring any person who purchases shares which increases the percentage of shares carrying voting rights which it and any persons acting in concert with it are interested to 30 per cent. or more  to make a mandatory offer to all Shareholders);

 

(d)          if the Tender Offer is implemented, and the Company's largest Shareholders do not participate or otherwise dispose of their interests, then it is expected that the holdings of Ordinary Shares held by such Shareholders will increase proportionately depending on the number of Ordinary Shares tendered by Qualifying Shareholders in the Tender Offer;

 

(e)          the Company would no longer be required to comply with the FRC's Corporate Governance Code or any of the additional corporate governance requirements applicable to companies admitted to the premium segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, although the Company will adopt a corporate governance policy which will set out the corporate governance standards for the Company following Delisting as further described in the Circular; and

 

(f)           the Delisting 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 advisers). In particular, Ordinary Shares may cease to be "qualifying investments" for the purposes of the Individual Savings Account Regulations 1998 and may no longer be eligible to be held within a stocks and shares Individual Savings Account (ISA) (or Junior ISA) following the Delisting.

 

The above considerations are not exhaustive and Shareholders should seek their own independent advice when assessing the likely impact of Delisting on them.

 

Outlook and current trading

 

The Company published its Q3 Quarterly Operations Update on 13 October 2021 and there have been no material changes to trading or management expectations since that date.

 

Extraordinary General Meeting

 

The implementation of the Delisting, the Reduction of Capital, the Tender Offer, the Re-Registration and the adoption of the New Articles of Association is conditional upon, among other things, the Shareholders' approval of the relevant Resolutions being obtained at the Extraordinary General Meeting. Accordingly, you will find set out at the end of the Circular a Notice of Extraordinary General Meeting convening an Extraordinary General Meeting of the Company to be held at 11.00 am on 23 November 2021 at the offices of Baker & McKenzie LLP at 100 New Bridge Street, EC4V 6JA.

 

At the Extraordinary General Meeting, the resolutions will be proposed to Shareholders, including the Delisting Resolution. A summary of the resolutions is set out at the end of the Circular, along with the Notice of Extraordinary General Meeting.

The Board is monitoring the impact of COVID-19 (coronavirus) and its potential impact on the holding of the Extraordinary General Meeting. It is the intention of the Company to hold the meeting as an open meeting. Should circumstances change before the time of the EGM, the Board will notify shareholders of the change in EGM arrangements by the issue of a public announcement via the Regulatory News Service with a copy posted on the Company's website, www.jkx.co.uk.

Any member attending the Extraordinary General Meeting in person is requested to take a lateral flow test 24 hours prior to their attendance at the Extraordinary General Meeting, and not attend the Extraordinary General Meeting if feeling unwell or if the result of the lateral flow test is positive.

To the extent that it is necessary to adjourn the Extraordinary General Meeting due to COVID-19 then the dates of the Delisting, the Reduction of Capital, the Tender Offer, the Re-registration and the adoption of the New Articles of Association will change to later dates than currently anticipated. To the extent that this happens the Company will ensure Shareholders are given as much notice as possible, in the same way as stated above.

The full text of the resolutions is included in the Notice of Extraordinary General Meeting, which is set out in the Circular.

 

Recommendation and voting intentions

 

The Board recognises that cancelling the Company's listing means Shareholders losing significant rights and protections. However, the Board is of the opinion that the Proposals set out in the Circular offer the best platform from which to secure value for all Shareholders.

The Board believes the Delisting, Reduction of Capital, Tender Offer, Re-Registration, the adoption of the New Articles of Association and the Resolutions to be in the best interests of JKX Oil & Gas plc and the Shareholders as a whole. Accordingly, the Board unanimously recommends that all Shareholders vote in favour of each of the Resolutions to be proposed at the Extraordinary General Meeting.

The Board believe that the following points should be taken into account by Shareholders when considering whether to retain their Ordinary Shares or accept the Tender Offer:

(a)          upon Delisting, the Company would no longer be subject to, and its Shareholders would consequently lose the protections afforded by, certain corporate governance regulations which apply to the Company currently. In particular, the Company would no longer be subject to the Listing Rules or the City Code;

(b)          accordingly, any Shareholder who does not accept the Tender Offer may find it difficult to sell their Ordinary Shares after the Tender Offer closes and the Delisting takes effect, may not receive regular information from the Company, would not benefit from regulatory compliance with governance procedures (other than under the Act), nor enjoy the protections afforded by the Listing Rules. Furthermore, there is no guarantee that the Company or any other purchaser would be willing to buy Ordinary Shares after the Tender Offer has closed and, if they were, any price offered might not reflect the underlying value of the Company's assets;

(c)           Shareholders who anticipate greater value in the Ordinary Shares whilst recognising and being willing to accept the risks associated with remaining as a minority investor in an unlisted company may wish not to accept the Tender Offer and to remain as minority Shareholders of a private company; and

(d)          Shareholders should carefully consider their own individual circumstances in deciding whether or not to accept the Tender Offer. In the absence of any immediate prospect to sell their Ordinary Shares once the Delisting has occurred and the Tender Offer closes, Shareholders should balance their desire for a cash realisation now or in the immediate foreseeable future, against the uncertain future of remaining a shareholder in a private company, with the concurrent diminished transparency and protections that this affords them.

Accordingly, the Board unanimously recommends that Shareholders tender, or procure the tender, of their Ordinary Shares in the Tender Offer. The members of the Board do not hold any interests in any Ordinary Shares and therefore do not intend to tender any Ordinary Shares in the Tender Offer.

Notwithstanding the Board's recommendation above, you should only make a decision as to whether to tender all or any of your Ordinary Shares based on, among other things, your view of the Company's prospects and your own individual circumstances, including your tax position and you are recommended to seek advice from your duly authorised independent advisers. If you are in any doubt about what action to take or need advice in relation to the Tender Offer, you should consult an independent financial adviser, authorised under the Financial Services and Markets Act 2000, without delay.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Each of the times and dates in the table below is indicative only and may be subject to change (See notes (1), (2) and (3) below).

 

Announcement of the proposed Delisting, Reduction of Capital and Tender Offer

3 November 2021

Posting of the Circular, Tender Forms and the Forms of Proxy

5 November 2021

Latest time and date for receipt of Forms of Proxy, CREST Proxy

11.00 am on 21 November 2021

Extraordinary General Meeting

11.00 am on 23 November 2021

Court Hearing to confirm Capital Reduction(4)

14 December 2021

Registration of Court Order and effective date of Capital Reduction(5)

15 December 2021

Announcement of Tender Offer

16 December 2021

Expected last day of dealings in the Company's Ordinary Shares on the Main Market

5 January 2022

Expected cancellation of listing of the Company's Ordinary Shares on the Official List

Effective as of 8.00 am on 6 January 2022

Latest time and date for receipt of Tender Forms and TTE Instructions in relation to the Tender Offer

1.00 pm on 6 January 2022

Closing Date of Tender Offer

1.00 pm on 6 January 2022

Tender Offer Record Date

6.00 pm on 6 January 2022

Announcement of results of the Tender Offer

10 January 2022

Tender Offer declared unconditional (the Unconditional Date) and expected purchase of the Ordinary Shares under the Tender Offer and completion of the repurchase from SP Angel

10 January 2022

CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares)

By not later than 12 January 2022

CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares

By not later than 14 January 2022

Despatch of cheques for Tender Offer consideration in respect of certificated Ordinary Shares sold under the Tender Offer and any balance certificates in respect of any unsold certificated Ordinary Shares

By 20 January 2022

Expected time and date of Re-Registration

24 January 2022

(1)           The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders via a Regulatory Information Service and will be available on www.jkx.co.uk.

(2)           References to times in this announcement are to London time unless stated otherwise.

(3)           The Resolutions approving the Delisting, the Reduction of Capital and the Repurchase Agreement (the Relevant Resolutions) are inter-conditional. If these Resolutions are not passed for any reason, the Delisting and the Tender Offer Price will not proceed. The Delisting and the Reduction of Capital require the approval of not less than 75% of the votes cast by Shareholders at the Extraordinary General Meeting. If these Relevant Resolutions are not approved then the Re-Registration and the adoption of the New Articles of Association will not proceed."

(4)           This date is subject to any changes which may be imposed by the Court.

(5)           This date will depend on, amongst other things, the date on which the Court confirms the proposed Capital Reduction.

 

Inside Information

 

Elements of this press release contain or may contain inside information about JKX Oil & Gas plc within the meaning of Article 7(1) of the Market Abuse Regulation (596/2014/EU) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR") and is in accordance with the company's obligations under Article 17 of UK MAR.

 

Enquiries:

 

EM Communications                         +44 (0) 20 7002 7858

Jeroen van de Crommenacker

 

Important Notices

 

A copy of the Circular will be available from the Company's website, www.jkx.co.uk and from the Company's registrars during normal business hours.

 

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for JKX Oil & Gas plc as its financial adviser and no one else in connection with the proposed Delisting and Tender Offer (as defined below) and the other matters referred to in this announcement, and will not regard any other person as a client in relation to the proposed Delisting and Tender Offer and will not be responsible to anyone other than JKX Oil & Gas plc for providing the protections afforded to its clients, nor for providing advice, in relation to the proposed Delisting and Tender Offer, the contents of this announcement, the Circular or any other matter referred to in this announcement.

 

SP Angel Corporate Finance LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for JKX Oil & Gas plc as its broker and no one else in connection with the proposed Tender Offer (as defined below), and will not regard any other person as a client in relation to the proposed Tender Offer and will not be responsible to anyone other than JKX Oil & Gas plc for providing the protections afforded to its clients, nor for providing advice, in relation to the proposed Tender Offer, the contents of this announcement, the Circular or any other matter referred to in this announcement.

 

Notice to all Shareholders

 

The distribution of the Circular into a jurisdiction other than the United Kingdom may be restricted by law and, accordingly, persons into whose possession the Circular and the accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned.

Unless otherwise determined by the Company, SPARK Advisory Partners Limited and SP Angel Corporate Finance LLP and permitted by applicable law and regulation, neither the Circular nor the Tender Form or any related document is being, or may be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving the Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdictions, as to do so may invalidate any purported participation in the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward the Circular together with the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.

 

The Circular does not constitute an offer or invitation to the public to subscribe for or purchase securities but is being issued for the purposes of the Shareholders approving the Resolutions.

 

Notice to U.S. Shareholders

 

The Tender Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States, and no Tender Offer may be made by any such use, means, instrumentality or facility from or within the United States, or to U.S. persons or by persons located or resident in the United States. Accordingly, copies of the Circular, the Tender Form and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, or to U.S. persons or to persons located or resident in the United States. Any purported tender of Ordinary Shares resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Ordinary Shares made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted.

 

Each holder of Ordinary Shares participating in the Tender Offer will represent that it is not located in the United States and is not participating in the Tender Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

 

No Profit Forecast

 

No statement in this announcement or incorporated by reference into this announcement is intended to constitute a profit forecast estimate for any period, nor should any statement be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the preceding financial periods of the Company.

 

Forward-looking statements

 

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 such as "believe", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. All statements other than statements of historical facts included in this announcement are forward-looking statements. They appear in a number of places throughout this announcement, involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Board's or the Group's intentions, beliefs or current expectations concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth, strategies, and dividend policy of the Group and the industry in which it operates and the general economic outlook. In particular, the statements regarding the Company's strategy and other future events or prospects are forward-looking statements.

 

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, the Board, SPARK Advisory Partners Limited and SP Angel Corporate Finance LLP expressly disclaim any obligation or undertaking to update these forward-looking statements contained in the announcement to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Regulation (EU 2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, or the Prospectus Regulation Rules, the Listing Rules, and Disclosure Guidance and Transparency Rules of the FCA.

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