XLMedia PLC Result of Tender Offer (2354J)
15 Agosto 2019 - 9:25AM
UK Regulatory
TIDMXLM
RNS Number : 2354J
XLMedia PLC
15 August 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, DISTRIBUTION, PUBLICATION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
15 August 2019
XLMedia plc
RESULTS OF TENDER OFFER
XLMedia PLC ("XLMedia", the "Company" or the "Group") (AIM:
XLM), is pleased to announce the results of the Tender Offer and
that pursuant to the Tender Offer which closed in accordance with
its published timetable at 1:00 p.m. on 14 August 2019, valid
tenders have been received in respect of 64,545,273 Shares. The
Tender Offer remains conditional on approval of the Tender Offer
Resolution at the Extraordinary General Meeting convened for 10.00
a.m. on 16 August 2019.
In accordance with the terms of the Tender Offer, each
Shareholder is entitled to sell up to 9.51 per cent. of the
aggregate number of Ordinary Shares registered in the Shareholder's
name rounded down to the nearest whole number of shares (the "Basic
Entitlement"). Shareholders who tendered to sell less than or equal
to their Basic Entitlement will have their tender satisfied in
full. Shareholders who tendered more than their Basic Entitlement
will have their Basic Entitlement satisfied in full and the
Ordinary Shares tendered above their Basic Entitlement ("Excess
Tender") will be scaled down (to the nearest whole number of
Ordinary Shares) to 15.2992188340020 per cent. (rounding to more
than four decimal places in order to manage fractional
entitlements) of this Excess Tender. Accordingly, the number of
Ordinary Shares to be purchased pursuant to the Tender Offer is the
maximum of 19,675,000 Ordinary Shares.
The Shares to be purchased by Berenberg as principal pursuant to
the Tender Offer will be repurchased by the Company and held in
treasury and the number of Shares in issue carrying voting rights
reduced accordingly.
Payments through CREST made in respect of Shares held in
uncertificated form successfully tendered and the posting of
cheques in respect of certificated Shares successfully tendered is
expected to occur by 23 August 2019.
The crediting of CREST accounts with uncertificated Shares
unsuccessfully tendered is expected to occur by 23 August 2019. The
dispatch of balance share certificates for unsold certificated
Shares are expected to occur by 29 August 2019.
Following the purchase of the Shares, the number of ordinary
shares in issue will be 187,128,659 (excluding treasury shares),
and the Company will hold 33,223,743 ordinary shares in treasury.
Therefore, the total voting rights in XLMedia will be 187,128,659.
This figure for the total number of voting rights may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Terms used in this announcement shall have the meaning ascribed
to them in the Circular sent to Shareholders on 16 July 2019 unless
otherwise stated.
For further information:
XLMedia plc via Vigo Communications
Chris Bell, Non-executive Chairman
Ory Weihs, Chief Executive Officer
www.xlmedia.com
Vigo Communications Tel: 020 7390 0233
Jeremy Garcia / Fiona Henson /
Simon Woods
www.vigocomms.com
Cenkos Securities plc (Nomad and Tel: 020 7397 8900
Joint Broker)
Giles Balleny / Max Gould
www.cenkos.com
Berenberg (Joint Broker) Tel: 020 3207 7800
Chris Bowman / Mark Whitmore /
Simon Cardron
www.berenberg.com
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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