For immediate release: 4th October 2021
Minds + Machines Group Limited
("MMX", the "Company" or "Group")
Result of Tender Offer
Further to the announcement made on 10 September 2021, Minds + Machines Group Limited (AIM: MMX) is pleased to announce the results of its Tender Offer. The Tender Offer closed at 1.00pm on 1 October 2021.
The Company confirms the Tender Offer was fully subscribed and 604,166,667 Ordinary Shares will be purchased at a price of 9.6 pence per Ordinary Share, for an aggregate consideration of £58 million. Tenders for up to and including the Tender Offer Entitlement of 1 Ordinary Share for every 1.45 Ordinary Shares held by a shareholder will be met in full representing approximately 96.72% of the Ordinary Shares being purchased by the Company. The remaining 3.28% of the Ordinary Shares being bought back under the Tender Offer, will be purchased on the basis of 1 Ordinary Share for every 38.6 Ordinary Shares tendered, pursuant to demand for Excess Shares by Eligible Shareholders. The Ordinary Shares to be purchased under the Tender Offer represent approximately 69.01% of the current Ordinary Shares in issue.
All of the 604,166,667 Ordinary Shares being bought back will be cancelled by the Company.
Cheques will be dispatched for certificated Ordinary Shares purchased pursuant to the Tender Offer and payment will be made through CREST for uncertificated Ordinary Shares purchased pursuant to the Tender Offer, in each case, by 11 October 2021.
Total Voting Rights
With effect from 11 October 2021, the total number of exercisable voting rights in the Company will reduce from 875,483,008 to 271,316,341. This figure 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.
Director shareholdings
With effect from 11 October 2021, the Directors of the Company and their connected persons will have the following shareholdings in the Company:
|
Director |
Shareholding pre- Tender Offer |
Ordinary Shares tendered |
Shareholding post-Tender Offer |
% of revised issued share capital held post Tender Offer and Subscription |
|
Guy Elliot |
23,850,000 |
17,067,112 |
6,782,888 |
2.50 |
|
Tony Farrow |
750,000 |
536,701 |
213,299 |
0.08 |
|
Bryan Disher |
- |
- |
- |
- |
|
Henry Turcan* |
132,789,130 |
94,773,245 |
38,015,885 |
14.01 |
* Mr Turcan is a representative of Lombard Odier Asset Management Europe Limited ("LOAME"), which in its capacity as discretionary investment manager for certain funds and accounts holding in aggregate 132,199,564 Ordinary Shares has committed (subject to there being no legal restrictions on such party dealing at such time) to tender not less than its pro rata Tender Entitlement as set out above.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the circular to shareholders dated 10 September 2021 and available on the Company's website www.mmx.co.
Further Information:
|
Minds + Machines Group Limited |
|
|
Tony Farrow (CEO) Bryan Disher (CFO)
|
via Belvedere Communications Limited |
|
|
|
|
finnCap Ltd |
Tel: +44 (0) 20 7220 0500 |
|
Corporate finance - Stuart Andrews / Carl Holmes / Simon Hicks Corporate broking - Tim Redfern / Richard Chambers
|
|
|
|
|
|
Belvedere Communications Limited John West Llew Angus |
Tel: +44 (0) 20 3687 2756
|
For further information, please go to www.mmx.co
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Guy Elliott |
||||
|
2. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Non-Executive Chairman |
||||
|
b) |
Initial notification/Amendment |
Initial notification |
||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Minds + Machines Group Limited |
||||
|
b) |
LEI |
2138008VAFDJAYYYNP95 |
||||
|
4. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the Financial instrument, type of instrument |
Ordinary Shares |
||||
|
Identification code |
VGG614091012 |
|||||
|
b) |
Nature of the transaction |
Disposal of Ordinary Shares under the Tender Offer |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information: · Aggregated volume · Price |
Tender Offer of 17,067,112 Ordinary Shares at a price of 9.6 pence per Ordinary Share |
||||
|
e) |
Date of the transaction |
1 October 2021 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
5. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Tony Farrow |
||||
|
6. |
Reason for the Notification |
|||||
|
a) |
Position/status |
Chief Executive Officer |
||||
|
b) |
Initial notification/Amendment |
Initial notification |
||||
|
7. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Minds + Machines Group Limited |
||||
|
b) |
LEI |
2138008VAFDJAYYYNP95 |
||||
|
8. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the Financial instrument, type of instrument |
Ordinary Shares |
||||
|
Identification code |
VGG614091012 |
|||||
|
b) |
Nature of the transaction |
Disposal of Ordinary Shares under the Tender Offer |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information: · Aggregated volume · Price |
Tender Offer of 536,701 Ordinary Shares at a price of 9.6 pence per Ordinary Share |
||||
|
e) |
Date of the transaction |
1 October 2021 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
|
9. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Lombard Odier Asset Management (Europe) Limited |
||||
|
10. |
Reason for the Notification |
|||||
|
a) |
Position/status |
PCA of Henry Turcan, Non-Executive Director |
||||
|
b) |
Initial notification/Amendment |
Initial notification |
||||
|
11. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Minds + Machines Group Limited |
||||
|
b) |
LEI |
2138008VAFDJAYYYNP95 |
||||
|
12. |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the Financial instrument, type of instrument |
Ordinary Shares |
||||
|
Identification code |
VGG614091012 |
|||||
|
b) |
Nature of the transaction |
Disposal of Ordinary Shares under the Tender Offer |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information: · Aggregated volume · Price |
Tender Offer of 94,773,245 Ordinary Shares at a price of 9.6 pence per Ordinary Share
|
||||
|
e) |
Date of the transaction |
1 October 2021 |
||||
|
f) |
Place of the transaction |
London Stock Exchange, AIM Market (XLON) |
||||
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