Carr’s Group plc
(“Carr’s”, the “Group” or the “Company”)
Proposed Tender Offer of up to £70 million to Shareholders
Further to previous announcements on 16 January, 22 April and 7 May 2025, in which Carr’s stated its intention to return up to £70 million to Shareholders (the “Capital Return“) following completion of the sale of the Engineering Division, the Company is pleased to announce the launch of the Capital Return by way of a tender offer (the “Tender Offer“).
The Tender Offer Resolution will be put to Shareholders at a General Meeting to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, on 18 June 2025 at 10.00 a.m. (the “General Meeting“). Whether or not Shareholders intend to attend the General Meeting, Shareholders are encouraged to appoint a proxy to vote on the Tender Offer Resolution as soon as possible in the manner set out in the Circular (as defined further below).
The Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction where to do so would breach any applicable law or regulations (the “Restricted Jurisdictions“). The Tender Offer will only be available to Qualifying Shareholders resident in a jurisdiction outside the Restricted Jurisdictions.
Tender Offer Highlights
- The Tender Offer would return up to £70 million to Qualifying Shareholders at a price of 163 pence per share (the “Tender Price“) as a result of the Company acquiring up to 42,944,785 ordinary shares of £0.025 each in the capital of the Company (“Ordinary Shares“);
- The Tender Offer represents up to approximately 45.4 per cent. of the Issued Ordinary Share Capital of Carr’s as at 19 May 2025 (being the latest practicable date prior to the release of this announcement (the “Latest Practicable Date“));
- The Tender Price represents:
- a premium of approximately 16.0 per cent. to the closing price of 140.5 pence per Ordinary Share on the Latest Practicable Date; and
- a premium of approximately 25.6 per cent. to the volume weighted average price per Ordinary Share over the one month to the Latest Practicable Date.
The Company intends to cancel all Ordinary Shares acquired in connection with the Tender Offer.
The Tender Offer is conditional on, amongst other things, the approval of Shareholders, which will be sought at a General Meeting.
The Tender Offer will open on 21 May 2025 and will close at 1.00 p.m. on 19 June 2025, unless such dates are altered by means of an announcement through a Regulatory Information Service.
The Tender Offer consideration is expected to be despatched by no later than 30 June 2025 to Qualifying Shareholders who have successfully tendered their Ordinary Shares.
Benefits of the Tender Offer
- Qualifying Shareholders have a choice as to whether they participate in the Tender Offer or not, such that:
- the Tender Offer provides the opportunity for Qualifying Shareholders who wish to reduce their holdings of Ordinary Shares to do so; and
- the Tender Offer allows Qualifying Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;
- the Tender Offer is available to all Qualifying Shareholders regardless of the size of their shareholdings;
- the Tender Offer enables the Company to return capital to Shareholders at a market-driven price with a premium at the Latest Practicable Date; and
- the Tender Offer will reduce the number of Ordinary Shares in issue and, assuming earnings stay the same, should have a positive impact on the Company’s earnings per share as the Company intends to cancel all Ordinary Shares acquired in connection with the Tender Offer.
Proposed adoption of new Articles of Association
In addition to the Tender Offer Resolution, the Company is proposing a further special resolution to adopt new articles of association (the “New Articles“) for the Company in substitution for, and to the exclusion of, the Company’s existing articles of association (the “Articles“). The New Articles incorporate amendments to the Articles which would, among other things, permit the Directors to change the Company’s name by Board resolution. A summary of the principal changes made in the New Articles is included in the Circular.
The adoption of the New Articles is not connected with the Tender Offer and the Tender Offer is not conditional on the passing of the Articles Resolution.
Directors’ Recommendation and Intentions to Tender
The Directors consider that the Tender Offer, the Tender Offer Resolution and the Articles Resolution are each in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of each of the Tender Offer Resolution and the Articles Resolution, as the Directors intend to do for their respective individual beneficial holdings.
Furthermore, each of the Directors who holds Ordinary Shares intends to tender such number of Ordinary Shares as is equal to their Individual Basic Entitlement pursuant to the Tender Offer.
Publication of Circular
A shareholder circular (the “Circular“), containing the full terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their Ordinary Shares should they wish to do so, and convening the General Meeting, will be despatched today.
The Circular (including the Notice of General Meeting) will also be published on the Company’s website at https://www.carrsgroup.com/.
A summary of the key terms of the Tender Offer is included later in this announcement under the heading “Additional Information”. This announcement should be read in conjunction with the full text of the Circular, which sets out the terms of the Tender Offer in full. Certain capitalised terms in this announcement bear the meanings set out in the Circular.