TIDMCCT
RNS Number : 5112B
Character Group PLC
14 February 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law pursuant to the Market Abuse
(Amendment) (EU Exit) regulations (SI 2019/310) ("MAR"), and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR. Upon the publication of this announcement via
the Regulatory Information Service, this inside information is now
considered to be in the public domain.
THE CHARACTER GROUP PLC
(the "Company")
Designers, developers and international distributor of toys,
games and giftware
Results of Tender Offer
Total Voting Rights
London: Monday, 14 February 2022
Result of Tender Offer
The Board of the Company announces the results of the Tender
Offer, details of which were set out in the circular letter to
Shareholders published by the Company on 28 January 2022 (the
"Circular"), which closed at 1.00 p.m. on 11 February 2022. The
Tender Price was 630 pence per Ordinary Share.
In total, 4,805,308 Ordinary Shares were validly tendered
pursuant to the Tender Offer but, following scaling-down (as
detailed below), 2,142,572 Ordinary Shares, representing
approximately 10.0 per cent. of the Company's Ordinary Shares in
issue as at 11 February 2022 (excluding Ordinary Shares held in
treasury), will be purchased at a price per Ordinary Share of 630
pence, for a total cost of GBP13,498,203.60.
Following the close of the Tender Offer, the Board can confirm
that all valid tenders
- for all or less than a Shareholder's Basic Entitlement will be satisfied in full; and
- in excess of a Shareholder's Basic Entitlement will be scaled
down pro rata in proportion to the aggregate of such excess
applications such that approximately 20.353 per cent. of all such
excess tenders will be accepted.
It is expected that cheques will be despatched and CREST
accounts will be credited with proceeds in respect of successfully
tendered Ordinary Shares on or before 21 February 2022. CREST
accounts will be credited with uncertificated Ordinary Shares
unsuccessfully tendered and balance share certificates for
unsuccessfully tendered and, as applicable, other unsold
certificated Ordinary Shares will be despatched on or before 21
February 2022.
As set out in the Circular, the successfully tendered Ordinary
Shares will be purchased by Panmure Gordon pursuant to the Tender
Offer and the Company will buy-back such Ordinary Shares from
Panmure Gordon. Following such purchase, the Company intends to
cancel the 2,142,572 Ordinary Shares tendered under the Tender
Offer.
Total Voting Rights
The Ordinary Share capital of the Company following completion
of the Tender Offer will be 19,283,152 (excluding the 2,182,777
Ordinary Shares held in treasury). The total voting rights in the
Company following completion of the Tender Offer will be
19,283,152.
The figure of 19,283,152 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 under the FCA's Disclosure Guidance and
Transparency Rules.
Directors' dealings
As a result of the Tender Offer, the following changes to the
holdings of the following Directors and their connected persons
will take place on or before 21 February 2022:
Name Position Current holding Number of Holding of Percentage
of Ordinary Ordinary Ordinary of issued
Shares Shares successfully Shares following Ordinary
tendered the Tender Share capital
Offer following
the Tender
Offer
Joint Managing
Director
and Group
Kiran Shah(1) Finance Director 2,176,478 261,944* 1,914,534* 9.93%*
------------------- ---------------- --------------------- ------------------ ---------------
Joint Managing
Jon Diver(2) Director 1,428,248 171,893* 1,256,355* 6.52%*
------------------- ---------------- --------------------- ------------------ ---------------
Managing
Director
- Character
Joseph Kissane Options Limited 518,757 62,433 456,324 2.37%
------------------- ---------------- --------------------- ------------------ ---------------
Non-Executive
Richard King Chairman 336,286 40,472* 295,814* 1.53%*
------------------- ---------------- --------------------- ------------------ ---------------
Managing
Director
- Far East
Michael Hyde Operations 268,888 32,360 236,528 1.23%
------------------- ---------------- --------------------- ------------------ ---------------
Jeremiah Group Marketing
Healy(3) Director 73,000 8,784* 64,216* 0.33%*
------------------- ---------------- --------------------- ------------------ ---------------
Non-Executive
David Harris(4) Director 68,183 8,205* 59,978* 0.31%*
------------------- ---------------- --------------------- ------------------ ---------------
Non-Executive
Clive Crouch Director 15,358 1,847* 13,511* 0.07%*
------------------- ---------------- --------------------- ------------------ ---------------
Notes:
(1) As at 11 February 2022, Mr Shah's interests comprised
176,478 Ordinary Shares held personally by Mr Shah and 2,000,000
Ordinary Shares held by Sarissa Holdings Limited. 21,238* Ordinary
Shares have been tendered by Mr Shah personally and 240,706
Ordinary Shares by Sarissa Holdings Limited, following completion
of the Tender Offer, Mr Shah interests will comprise 155,240*
Ordinary Shares held personally by Mr Shah and 1,759,294 Ordinary
Shares held by Sarissa Holdings Limited.
(2) As at 11 February 2022, Mr Diver's interests comprised
876,381 Ordinary Shares held personally by Mr Diver and 551,867
Ordinary Shares held by Mr Diver's Self Invested Pension Plan.
105,475* Ordinary Shares have been tendered by Mr Diver personally
and 66,418* Ordinary Shares by Mr Diver's Self Invested Pension
Plan, following completion of the Tender Offer, Mr Diver's
interests will comprise 770,906* Ordinary Shares held personally by
Mr Diver and 485,449* Ordinary Shares held by Mr Diver's Self
Invested Pension Plan.
(3) As at 11 February 2022, Mr Healy's interests comprised
16,000 Ordinary Shares held personally by Mr Healy, 5,000 Ordinary
Shares held by Mr Healy's Self Invested Pension Plan, and 52,000
Ordinary Shares held by Mr Healy's wife, Kathleen Ann Healy. 1,925*
Ordinary Shares have been tendered by Mr Healy personally, 601*
Ordinary Shares by Mr Healy's Self Invested Pension Plan and 6,258
Ordinary Shares by Mr Healy's wife, following completion of the
Tender Offer, Mr Healy's interests will comprise 14,075 Ordinary
Shares held personally by Mr Healy, 4,399* Ordinary Shares held by
Mr Healy's Self Invested Pension Plan, and 45,742 Ordinary Shares
held by Mr Healy's wife.
(4) As at 11 February 2022, Mr Harris's interests comprised
16,780 Ordinary Shares held personally by Mr Harris and 51,403
Ordinary Shares held by Mr Harris's Self Invested Pension Plan.
2,019* Ordinary Shares have been tendered by Mr Harris personally
and 6.186* Ordinary Shares by Mr Harris's Self Invested Pension
Plan, following completion of the Tender Offer, Mr Harris's
interests will comprise 14,761* Ordinary Shares held personally by
Mr Harris and 45,217* Ordinary Shares held by Mr Harris's Self
Invested Pension Plan.
* Subject to confirmation of final allocations by the relevant
CREST nominee Shareholder(s) where applications under the Tender
Offer have been made by that nominee on behalf of more than one
beneficiary.
Capitalised terms and expressions have the same meanings as
those attributed to them in the Circular.
The Character Group plc
FTSE sector : leisure goods:
FTSE AIM All-share: symbol: CCT
Market cap : GBP133.91m
Email: info@charactergroup.plc.uk
Group website: www.thecharacter.com
Product ranges can also be viewed at
www.character-online.co.uk
CHARACTER GROUP PLC CCT Stock | London Stock Exchange
Enquiries to:
The Character Group plc
Jon Diver, Joint Managing Director
Kiran Shah, Joint Managing Director & Group Finance Director
Office: +44 (0) 208 329 3377
Mobile: +44 (0) 7831 802219 (JD)
Mobile: +44 (0) 7956 278522 (KS)
Panmure Gordon (Nominated Adviser and Joint Broker)
Atholl Tweedie, Corporate Finance
Charles Leigh-Pemberton, Corporate Broking
Rupert Dearden, Corporate Broking
Tel: +44 (0) 20 7886 2500
Allenby Capital Limited (Joint Broker)
Nick Athanas/Nick Naylor, Corporate Finance
Amrit Nahal, Sales & Corporate Broking
Tel: +44 (0) 20 3328 5656
TooleyStreet Communications Limited (Investor and media relations)
Fiona Tooley
Tel: +44 (0) 7785 703523
Email: fiona@tooleystreet.com
The information set out below is provided in accordance with the
requirements of Article 19(3) of the Market Abuse Regulation (EU)
No 596/2014 which is part of UK domestic law pursuant to the Market
Abuse (Amendment) (EU Exit) regulations (SI 2019/310).
1. Details of the persons discharging managerial responsibilities
/ person closely associated
a. Name (i) Kiran Shah
(ii) Jon Diver
(iii) Joseph Kissane
(iv) Richard King
(v) Michael Hyde
(vi) Jeremiah Healy
(vii) David Harris
(viii) Clive Crouch
------------------------------- --------------------------------------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------------------------------------
a. Position/status (i) Joint Managing Director and Group Finance
Director
(ii) Joint Managing Director
(iii) Managing Director - Character Options
Limited
(iv) Non-Executive Chairman
(v) Managing Director - Far East Operations
(vi) Group Marketing Director
(vii) Non-Executive Director
(viii) Non-Executive Director
------------------------------- --------------------------------------------------------------------
b. Initial notification/Amendment Initial notification
------------------------------- --------------------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------------
a. Name The Character Group plc
------------------------------- --------------------------------------------------------------------
b. LEI 213800HY6EB8T8VWWE73
------------------------------- --------------------------------------------------------------------
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 Ordinary shares of 5 pence
Financial instrument,
type of instrument
Identification code GB0008976119
------------------------------- --------------------------------------------------------------------
b. Nature of the transaction Sale of Ordinary
Shares pursuant to
the Tender Offer
------------------------------- -------------------------- ----------------------------------------
c. Price(s) and volume(s) Name Price(s) Volume
Kiran Shah 630p 261,944*
--------- ---------
Jon Diver 630p 171,893*
--------- ---------
Joseph Kissane 630p 62,433
--------- ---------
Richard King 630p 40,472*
--------- ---------
Michael Hyde 630p 32,360
--------- ---------
Jeremiah Healy 630p 8,784*
--------- ---------
David Harris 630p 8,205*
--------- ---------
Clive Crouch 630p 1,847*
--------- ---------
* Subject to confirmation
of final allocations
by the relevant CREST
nominee Shareholder(s)
where applications
under the Tender
Offer have been made
by that nominee on
behalf of more than
one beneficiary.
------------------------------- -------------------------- ----------------------------------------
d. Aggregated information Not applicable.
* Aggregated volume
* Price
------------------------------- -------------------------- ----------------------------------------
e. Date of the transaction 14 February 2022
------------------------------- -------------------------- ----------------------------------------
f. Place of the transaction London Stock Exchange,
AIM
------------------------------- -------------------------- ----------------------------------------
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END
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