Company name CPL Resources PLC
Headline Launch of Tender Offer


RNS Number : 1491S
CPL Resources PLC
28 September 2017
 

THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR THE UNITED STATES.

 

 

Cpl Resources plc ("Cpl" or the "Company")

 

 

Tender Offer

 

 

On 7 September 2017, the Board of Cpl announced, in the Company's preliminary statement of annual results for the full year ended 30 June 2017, its proposal that the Company would return capital of up to €25 million by way of a tender offer (the "Tender Offer"). 

 

The Tender Offer is being made to Qualifying Shareholders at a price per share of €6.75 (the "Tender Price") and tenders may be made at the Tender Price only. The Tender Price represents a premium of 15.2 per cent. to the closing price of €5.86 per Ordinary Share on 6 September 2017 (being the last date prior to the announcement of the Board's intention to make the Tender Offer) and represents a premium of 14.1 per cent. to the volume weighted average price per Ordinary Share over the three month period to 6 September 2017.

 

Qualifying Shareholders are not obliged to tender any or all of their Ordinary Shares if they do not wish to do so.

 

A circular (the "EGM Circular"), containing the formal terms and conditions of the Tender Offer and instructions to Qualifying Shareholders on how to tender their Ordinary Shares should they choose to do so, together with a Tender Form, has been today posted to Shareholders. The EGM Circular also contains a notice of Extraordinary General Meeting to be held on 23 October 2017 at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at 4.15 p.m. (or, if later, as soon as practicable after the Annual General Meeting of the Company convened for 4.00 p.m. on the same date and at the same place, shall have been concluded or adjourned) to consider the resolutions necessary to implement the Tender Offer. The EGM Circular includes a recommendation from the Board of Cpl to vote in favour of the resolutions to be considered at the Extraordinary General Meeting.

 

Capitalised terms in this announcement have, unless otherwise stated, the same meaning as set out in the EGM Circular.

 

 

Background to and reasons for the Tender Offer

 

In its financial results for the full year ended 30 June 2017, the Group reported strong operational and financial performance. The Group has continued to generate positive cash flow and as a result has built up a net cash position of €33.6 million as at 30 June 2017. In the absence of the proposed Tender Offer the Board would expect the Group's positive cash position to continue to increase further.

 

To date in 2017, the Board has considered a range of strategic and financial options to enhance Shareholder value. The Board, in consultation with its advisers, reviewed a number of factors including:

 

·      the Group's current net cash position;

 

·      the Group's ongoing earnings and cash flow generation;

 

·      the relatively low interest income capable of being generated by the Group's current cash balance; and

 

·      acquisition and investment opportunities.

 

Following this review, the Board (with the exception of Anne Heraty and Paul Carroll, who absented themselves from deliberations relating to the proposed Tender Offer) unanimously determined that a return of surplus capital is in the interests of Shareholders. The Board believes that a return of capital in the amount proposed represents the most effective use of those Shareholder funds and that the continued strength of the Group's balance sheet, and its cashflow generation after the return of those funds, will be sufficient to pursue the Company's stated growth objectives. 

 

The Board concluded, following consultation with the Company's advisers, that a return of up to €25 million of capital by way of the Tender Offer is in the interests of the Group and its Shareholders as it provides Shareholders with both choice (that is, the discretion to participate) and certainty of value.

 

An independent committee of the Board, comprised of independent non-executive directors Breffni Byrne, Colm Long and Oliver Tattan, was formed to consider and settle the terms and conditions of the Tender Offer, including the Tender Price.

 

Benefits of the Tender Offer

 

As was the case in the Company's previous return of capital to Shareholders in 2011, the return will be made by way of a fixed price tender offer structure. The benefits of the Tender Offer, compared to other available options for a return of capital to Shareholders, include that the Tender Offer:

 

a)   provides those Qualifying Shareholders who wish to sell Ordinary Shares with the opportunity to do so;

 

b)   enables those Qualifying Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;

 

c)   is available to all Qualifying Shareholders (other than Shareholders who may be resident in a Prohibited Territory) regardless of the size of their shareholdings;

 

d)   ensures equal opportunity to all Qualifying Shareholders to participate in the return of capital by offering the entitlement to sell up to approximately 11.995 per cent. of the Ordinary Shares registered in their respective names on the Record Date under the Tender Offer, rounded down to the nearest whole number of Ordinary Shares (the "Guaranteed Entitlement"); and

 

e)   will have a positive impact on both the Company's earnings per share and dividend per share as all shares purchased under the Tender Offer will be cancelled.

 

The Tender Offer will provide all Qualifying Shareholders with an opportunity to sell part of their respective shareholdings and to receive their respective share of the capital which the Company is seeking to return up to the amount of their respective Guaranteed Entitlements. Qualifying Shareholders may also be able to participate in excess of their Guaranteed Entitlement, potentially up to their maximum shareholding in the Company, to the extent that other Qualifying Shareholders do not wish to participate in the Tender Offer in respect of their respective Guaranteed Entitlements.

 

 

Details of the Tender Offer

 

Full details of the Tender Offer, including the terms and conditions on which it is being made, are set out in Part III of the EGM Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares if they do not wish to do so.

 

The Tender Offer is conditional on:

 

(i)   the passing of Resolutions 1, 2(a), 2(b) and 2(c) set out in the Notice of Extraordinary General Meeting at the end of the EGM Circular;

 

(ii)   the receipt of valid tenders in respect of at least 3,000,000 Ordinary Shares representing approximately 9.72 per cent. of the Company's Existing Issued Ordinary Share Capital; and

 

(iii)  the Tender Offer not having been terminated in accordance with paragraph 10 of Part III (Terms and Conditions of the Tender Offer) of the EGM Circular prior to 11.00 a.m. on 25 October 2017.

 

The Tender Offer is being made to Qualifying Shareholders on the register of members of the Company on the Record Date and in respect of their Ordinary Shares held on the Record Date.

 

Under the Tender Offer:

 

·      The Company will purchase up to 3,703,703 Ordinary Shares from Qualifying Shareholders at the Tender Price. These Ordinary Shares will subsequently be cancelled by the Company.

 

·      There is no obligation on Qualifying Shareholders to participate in the Tender Offer.

 

·      Each Qualifying Shareholder will be entitled to sell up to approximately 11.995 per cent. of the Ordinary Shares registered in their name on the Record Date under the Tender Offer, rounded down to the nearest whole number of Ordinary Shares. Qualifying Shareholders may sell more than their Guaranteed Entitlement to the extent that other Qualifying Shareholders tender less than their Guaranteed Entitlement.

 

·      If the aggregate purchase price of all Ordinary Shares tendered is €25 million or less, all Ordinary Shares validly tendered will be accepted and purchased at the Tender Price, subject to the receipt of valid tenders in respect of at least 3,000,000 Ordinary Shares.

 

·      However, if the aggregate value of all validly tendered Ordinary Shares exceeds €25 million, not all of the Ordinary Shares validly tendered will be accepted and purchased. In these circumstances, the number of Ordinary Shares which will be accepted and purchased will be calculated as follows:

 

(i)   all Ordinary Shares validly tendered by Qualifying Shareholders up to their respective Guaranteed Entitlements will be accepted and purchased in full; and

 

(ii)   all Ordinary Shares tendered by Qualifying Shareholders in excess of their Guaranteed Entitlements, will be scaled down pro rata to the total number of such Ordinary Shares tendered in excess of the aggregate Guaranteed Entitlement, such that the total cost of Ordinary Shares purchased pursuant to the Tender Offer does not exceed €25 million;

 

·      All of the Directors who hold Ordinary Shares will be tendering Ordinary Shares as set out in the EGM Circular.

 

Ordinary Shares not validly tendered will not be purchased. Ordinary Shares purchased pursuant to the Tender Offer will be purchased free of commissions and dealing charges.

 

Ordinary Shares successfully tendered under the Tender Offer will be purchased by the Company and subsequently cancelled and will not rank for any future dividends. However, the final dividend of 5.75 cent per Ordinary Share in respect of the year ended 30 June 2017 will, subject to its approval at the Annual General Meeting, be paid on 6 November 2017 in respect of any Ordinary Shares successfully tendered under the Tender Offer.

 

The issued share capital of the Company at the Latest Practicable Date comprised 30,875,856 Ordinary Shares. If the Tender Offer is implemented in full, this will result in the purchase of up to 3,703,703 Ordinary Shares (approximately 11.995 per cent. of the Existing Issued Ordinary Share Capital). The issued Ordinary Share capital of the Company following cancellation of these shares will be 27,172,153.

 

 

Overseas Shareholders

 

The attention of Shareholders who are not resident in Ireland or the United Kingdom is drawn to paragraph 11 of Part III of the EGM Circular.

 

Extraordinary General Meeting

 

The EGM will be held on 23 October 2017 at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at 4.15 p.m. (or, if later, as soon as practicable after the Annual General Meeting shall have been concluded or adjourned), at which Shareholders will be asked to consider and, if thought fit, to pass the Resolutions. The implementation of the Tender Offer is conditional on the passing of each of the Resolutions. If the Resolutions are not passed by Shareholders at the EGM, the Company will not implement the Tender Offer.

 

 

Tender Offer Timetable

 

The expected timetable is as follows:


2017

Tender Offer opens for acceptance

28 September

Latest time and date for receipt of Forms of Proxy for Extraordinary General Meeting

4.15 p.m. on 21 October

Extraordinary General Meeting

4.15 p.m. on 23 October(i)

Latest time and date for receipt of Tender Forms and TTE instructions from CREST in relation to the Tender Offer

11.00 a.m. on 25 October

Record Date for Tender Offer

6.00 p.m. on 25 October

Announcement of results of the Tender Offer

by 8.00 a.m. on 26 October

CREST accounts credited with Ordinary Shares in respect of unsuccessful tenders

by 31 October

Cheques issued/CREST accounts credited for Tender Offer proceeds in respect of Ordinary Shares sold

by 9 November

Share certificates issued for revised holdings of Ordinary Shares following the sale of Ordinary Shares under the Tender Offer

by 9 November

Return of share certificates in respect of unsuccessful tenders

by 9 November

 

(i) Or if later, as soon as practicable after the Annual General Meeting convened for 4.00 p.m. on the same date and at the same place, shall have been concluded or adjourned.

 

Note: Each of the times and dates set out above is indicative only and may be adjusted by Cpl, in which event details of the new times and dates will be notified, by way of an announcement issued via a Regulatory Information Service, to the Irish Stock Exchange and to the London Stock Exchange.

 

 

Annual Report and Accounts

 

The Company has also today sent its Annual Report together with a notice of its Annual General Meeting ("AGM Notice") to shareholders. The AGM is convened to be held on 23 October 2017 at 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland at 4.00 p.m.

 

Copies of the EGM Circular, the Annual Report and the AGM Notice will shortly be available for inspection at www.cpl.ie.

 

 

For Further Information:

 

Cpl Resources plc

+353 1 614 6000

Anne Heraty (CEO)


Mark Buckley (COO)




Davy Corporate Finance

+353 1 679 6363

Ivan Murphy


Daragh O'Reilly




FTI Consulting

+353 1 765 0888

Jonathan Neilan


Melanie Farrell


 

If Shareholders are in any doubt as to the action they should take in relation to the Tender Offer, they are recommended to seek their own financial advice from an independent financial adviser being, if they are resident in Ireland, an organisation or firm authorised under the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) or, if they are resident in the United Kingdom, an organisation or firm authorised pursuant to the Financial Services and Markets Act 2000 of the United Kingdom or, if they are not so resident, from another appropriately authorised independent financial adviser.

 

This Announcement does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. Any acceptance or other response to the Tender Offer should be made only on the basis of information contained in or referred to in the EGM Circular. The EGM Circular will contain important information, including the full terms and conditions of the Tender Offer, which shareholders are urged to read carefully.

 

The Tender Offer is not being made in or into, and is not capable of acceptance in or from, Australia, Canada Japan, the Republic of South Africa or the United States. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in or into Australia, Canada, Japan, the Republic of South Africa or the United States.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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