21 March 2024
Rotork plc
Share buy-back programme
As announced at the preliminary results on 5 March 2024, Rotork plc ('Rotork' or the 'Company') remains a highly cash generative business with a strong cash position that provides us with considerable financial flexibility. Consistent with our stated capital allocation policy, the Board has decided to return cash to shareholders while retaining a strong balance sheet. As a result, Rotork is commencing a share buyback programme (the 'Programme') to repurchase ordinary shares of 0.5 pence each in the capital of the Company ('Ordinary Shares'). The aggregate purchase price of all Ordinary Shares acquired under the Programme will be no more than £50 million (excluding stamp duty and expenses). Any Ordinary Shares purchased by the Company will be cancelled. Our financial flexibility enables us to pursue strategic investments and we remain active in looking for suitable opportunities, consistent with our Growth+ strategy.
The first tranche of the Programme will be carried out through an irrevocable non-discretionary agreement with Morgan Stanley & Co. International Plc ('MS'), pursuant to which MS shall purchase Ordinary Shares as riskless principal (and not as agent of Rotork) for the subsequent sale on to, and purchase by, Rotork. The first tranche of the Programme will run from 21 March 2024 and end no later than 24 May 2024. The aggregate purchase price of all Ordinary Shares acquired under the first tranche of the Programme will be no greater than £10 million (excluding stamp duty and expenses). Any purchases under the Programme will take place in accordance with (and subject to the limits prescribed by) the Company's general authority to repurchase Ordinary Shares granted at the Company's 2023 Annual General Meeting (the "2023 Authority") and any subsequent authority granted at the Company's next Annual General Meeting on 30 April 2024. The maximum number of Ordinary Shares that the Company is authorised to purchase under the 2023 Authority is 86,082,814 Ordinary Shares. MS will make its trading decisions in relation to the Ordinary Shares independently of, and uninfluenced by, the Company.
Any purchase of Ordinary Shares in relation to the Programme will be carried out on the London Stock Exchange and any other UK recognised investment exchange which may be agreed, in accordance with pre-set parameters and in accordance with (and subject to limits prescribed by) the Company's general authority to repurchase Ordinary Shares granted by its shareholders at its 2023 Annual General Meeting (or as subsequently granted at the Company's 2024 AGM), Chapter 12 of the Financial Conduct Authority's Listing Rules, Article 5(1) of Regulation (EU) No. 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018). Rotork will announce any market repurchases of Ordinary Shares no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred.
Enquiries:
Nick Hasell/Susanne Yule, FTI Consulting Tel: +44 (0) 3727 1340
Andrew Carter, Investor Relations Director, Rotork Plc Tel: +44 (0) 1225 733 200
Legal Entity Identifier: 213800AH5RZIHGWRJ718
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