The price range for the Partial Offer has been set at 125p to 135p per Ordinary Share. Marwyn still intends to purchase Ordinary Shares with a value of £5 million (“Partial Offer Consideration”) but does reserve the right to increase or reduce the Partial Offer Consideration having determined the total number of shares offered for sale during the reverse bookbuild process.
The Partial Offer
Under the procedures of the reverse bookbuild, holders of Ordinary Shares who are relevant persons not resident or located in a Restricted Jurisdiction or are otherwise determined to be qualifying by Liberum Capital Limited (“Liberum”) and Marwyn (“Qualifying Holders”) may offer to sell some or all of their Ordinary Shares to Marwyn.
Qualifying Holders should contact Liberum to make their offers in the reverse bookbuild prior to 11 a.m. on 15 January 2019 (or such later date and time as Marwyn may have notified by prior announcement) (the “Closing Time”) (the period from this announcement to the Closing Time being the “Auction Offer Period”).
At the end of the Auction Offer Period, Marwyn will select the lowest clearing price submitted within the above range during the Auction Offer Period (the “Partial Offer Price”) that will allow it to buy such number of Ordinary Shares as is equal to the Partial Offer Consideration. Marwyn reserves the right to increase or reduce the Partial Offer Consideration having determined the total number of shares and prices offered for sale during the reverse bookbuild process.
All Ordinary Shares accepted in the partial offer described above (the “Partial Offer”) will be purchased at the Partial Offer Price. If the number of Ordinary Shares tendered is greater than the number sought by Marwyn, purchases will be made on a pro rata basis from Ordinary Shareholders tendering at or below the Partial Offer Price.
Ordinary Shareholders may offer to sell some or all of their Ordinary Shares in the Partial Offer, or may choose not to tender to sell any.
Offers from Ordinary Shareholders made during the Auction Offer Period will be scaled back by Liberum and Marwyn following the Closing Time to ensure that the total consideration payable by Marwyn for the Ordinary Shares purchased by Marwyn does not exceed the Partial Offer Consideration.