Zytronic PLC- Proposed Return of Capital and Notice of GM

Zytronic is pleased to announce the terms of a proposed tender offer to buy back up to 6,896,551  Ordinary Shares from Qualifying Shareholders at the Tender Offer Price of 145 pence per Ordinary Share.  If taken up in full, the Tender Offer will return approximately £10 million of cash.

Qualifying Shareholders will be entitled to a guaranteed Basic Entitlement, meaning that if they so wish, they can tender up to approximately 43 per cent. of the Ordinary Shares that they currently own and those tenders will be accepted in full. 

Qualifying Shareholders may apply to tender more than their Basic Entitlement and, subject to other Qualifying Shareholders tendering fewer shares than their Basic Entitlements, such Excess Applications will be accepted according to the terms of the Tender Offer described in the Circular.

The Tender Offer Price represents a premium of approximately 14 per cent. to the average closing mid-market price  over the last five trading days to 29 January 2021, being the last practicable date prior to the release of this announcement.

The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at the close of business on the Tender Offer Record Date, being 23 February 2021. Qualifying Shareholders may choose whether they want to tender some, all or none of their shareholdings, and are not obliged to tender any of their Ordinary Shares if they do not wish to do so. 

The Company requires the authority from Shareholders to purchase Ordinary Shares under the Tender Offer and this is being sought at a general meeting to be held at the office of the Company at Whiteley Road, Blaydon-on-Tyne, NE21 5NJ at 9.30 a.m. on 25 February 2021 (the “General Meeting”). Due to the ongoing COVID-19 pandemic, the General Meeting will be held as a closed meeting and Shareholders will not be permitted to attend in person. Please refer to the notice of General Meeting and the Circular for details on how to vote by proxy and how to ask questions of the Board.

Further information containing the background to and reasons for the Tender Offer is contained within the Circular, which sets out the full details of the Tender Offer and the requisite notice of General Meeting, and which is expected to be posted to Shareholders later today.  The Circular is also being made available shortly on the Company's website (www.zytronicplc.com).  The letter from the Chairman contained within the Circular is set out below.

The Tender Offer is being made by N+1 Singer, the Company's corporate broker, as principal on the basis that all Ordinary Shares that it buys under the Tender Offer will be immediately purchased from it by the Company.  All Ordinary Shares purchased by the Company pursuant to the Tender Offer will be cancelled.

Qualifying Shareholders are not obliged to tender any Ordinary Shares and if they do not wish to participate in the Tender Offer, they should not complete or return a Tender Form or submit a TTE instruction in CREST.

Qualifying Shareholders who have any questions about the procedure for tendering Ordinary Shares, or who are seeking help in completing and returning the Tender Form or Form of Proxy, should contact Computershare Investor Services PLC on 0370 707 1428.

The helpline is open between 9.00 a.m. – 5.30 p.m. Monday to Friday excluding public holidays in England and Wales. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

Expected Timetable of Events

Notes:

Each of these times and dates are indicative only and are subject to change. If any of these times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

Principal Statistics of the Tender Offer