Rotork Plc ("Rotork")
Share Buy-Back Programme
18 August 2021
As announced at the interim results on 3 August 2021, 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 capital allocation policy, the Board has decided to return a prudent level of cash to shareholders while retaining a strong balance sheet. As a result, Rotork announces that it 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. This decision in no way reduces our appetite to pursue strategic investments and we remain active in looking for suitable opportunities.
The first tranche of the Programme will be carried out through an irrevocable non-discretionary agreement with J.P. Morgan Securities plc ('JPM'), pursuant to which JPM 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 19 August 2021 and end no later than 30 September 2021. The aggregate purchase price of all Ordinary Shares acquired under the first tranche of the Programme will be no greater than £20 million (excluding stamp duty and expenses). The maximum number of Ordinary Shares that can be purchased under the first tranche of the Programme is 8 million Ordinary Shares (based on authority granted at the Company's 2021 Annual General Meeting of 87.4 million Ordinary Shares). JPM will make its trading decisions in relation to the Ordinary Shares independently of, and uninfluenced by, the Company.
Any purchase of Ordinary Shares under the first tranche of 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 2021 Annual General Meeting, 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.
Nick Hasell/Susanne Yule, FTI Consulting Tel: +44 (0) 203 727 1340
Andrew Carter, Investor Relations Director, Rotork Plc Tel: +44 (0) 1225 733 200
Legal Entity Identity: 213800AH5RZIHGWRJ718