Share Purchase for Variable Incentive SchemesSource: RNS
Conduit Holdings Limited ("Conduit Holdings" or " the Company")
Hamilton, Bermuda - 29 December 2021
Share Purchase for Variable Incentive Schemes
Conduit Holdings announces that it intends to conduct on-market purchases under a share purchase programme to repurchase up to US$10 million of common shares of US$0.01 each in the capital of Conduit Holdings (the "Common Shares"), pursuant to the authority obtained at Conduit Holdings' most recent annual general meeting, held on 13 May 2021 (the "Purchase").
The purpose of the Purchase is to meet future obligations under Conduit Holdings' variable incentive schemes. The Purchase will be funded from Conduit Holdings' existing cash resources and all Common Shares repurchased will be held in treasury. Repurchases may be made up to and including the conclusion of the 2022 AGM or at 6.00 p.m. UK time on 31 August 2022, whichever is sooner. Any repurchases made following Conduit Holdings' 2022 annual general meeting will be conditional on further shareholders' approval being obtained.
Conduit Holdings has appointed Panmure Gordon & Co ("Panmure Gordon") to execute and manage the Purchase and has given an irrevocable instruction to Panmure Gordon to make market purchases of Common Shares on its behalf following periodic consultation with the Company outside of close periods. In accordance with Article 5(1) of Regulation (EU) No 596/2014 Conduit Holdings will not purchase on any trading day more than a maximum comprising of 25 per cent. of the average daily volume traded in the twenty trading days preceding the date of this announcement. The Purchase will run from the date of this announcement to 31 August 2022, unless terminated earlier. Panmure Gordon will make its trading decisions in relation to the Common Shares independently of the Group.
Conduit Holdings intends to conduct the Purchase within the limitations of the shareholder authority granted at Conduit Holdings' AGM held on 13 May 2021, under which the maximum price (exclusive of expenses) which may be paid for a Common Share shall not be more than the higher of: (i) an amount equal to 105 per cent. of the average middle market quotations for a Common Share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Common Share is purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Common Share and the highest current independent bid for a Common Share as derived from the London Stock Exchange Trading System and the maximum number of Common Shares which may be acquired is 16,523,999.
There is no guarantee that the Purchase programme will be implemented in full or that any repurchases will be made.
As at the time of this announcement, Conduit Holdings' total issued share capital consists of Common Shares with one voting right per share. Therefore, the total number of Common Shares carrying voting rights is 165,239,997.
The above figure of 165,239,997 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, Conduit Holdings under the FCA's Disclosure Guidance and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of EU regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR").
Conduit looks forward to updating Shareholders on 19 January 2022 on the January renewal season and the other material progress made since the Company's December 2020 IPO.
Haggie Partners - David Haggie, Caroline Klein
+44 (0) 207 562 4444
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About Conduit Re
Conduit Re is the trading name of Conduit Holdings, a pure play global reinsurance business based in Bermuda. Its main operating subsidiary Conduit Reinsurance Limited, is licensed by the Bermuda Monetary Authority as a Class 4 reinsurer. A.M. Best has assigned a Financial Strength Rating of A- (Excellent) and a Long-Term Issuer Credit Rating of "a-" to Conduit Reinsurance Limited. The outlook assigned to these Credit Ratings (ratings) is stable.
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