Share Issue/Capital Change • May 5, 2023
Share Issue/Capital Change
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If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant, or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.
If you sell or have sold or otherwise transferred all of your Ordinary Shares before 1.00 p.m. on 30 May 2023, please forward this Circular (but not any personalised Form of Proxy or Tender Form) as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, no documents should be forwarded or sent in or into any Restricted Jurisdiction. If you sell or have sold or otherwise transferred part only of your holding of Ordinary Shares, you should retain this Circular and any Form of Proxy and Tender Form and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. If you receive this document as a purchaser or transferee, please contact the Registrar for a Tender Form and a personalised Form of Proxy.
(Incorporated and registered in England and Wales with registered number 00305907)
Proposed return of £8.64 million to shareholders by way of tender offer for up to 180,000 ordinary shares
Please read the whole of this Circular. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I (Summary of the Tender Offer) of this Circular and which contains the recommendation of the Board that you vote in favour of the resolutions to be proposed at the General Meeting referred to below. Your attention is also drawn in particular to the risk factors set out in Part III (Risk Factors) of this Circular. A summary of the action to be taken by Shareholders is set out in paragraph 11 of Part I (Summary of the Tender Offer) of this Circular and in the accompanying Notice of General Meeting.
None of the Company, its Directors, officers, employees or advisers or their respective affiliates makes any recommendation to any Qualifying Shareholder whether to tender or refrain from tendering any or all of its, his or her Ordinary Shares in the Tender Offer and none of them has authorised any person to make any such recommendation. Shareholders are urged to evaluate carefully all information in this Circular and the Tender Form, consult their own investment and tax advisers and make their own decisions as to whether to tender Ordinary Shares, and, if so, the number of Ordinary Shares to tender.
The Tender Offer will open on 5 May 2023 and will close at 1.00 p.m. on 30 May 2023, unless such dates are altered by means of an announcement through a Regulatory Information Service and will only be available to Qualifying Shareholders on the Register at the Record Date. The procedure for participating in the Tender Offer is set out in Part IV (Details of the Tender Offer) of this Circular. If you hold your Ordinary Shares in certificated form and wish to tender any such Ordinary Shares for purchase by Shore Capital under the Tender Offer, the Tender Form must be completed, signed, witnessed and returned, together with your share certificate(s) and/or other document(s) of title, in accordance with the instructions printed thereon, on or after 5 May 2023 and so as to be received by post by the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH by not later than 1.00 p.m. on 30 May 2023. If you hold your Ordinary Shares in uncertificated form and wish to tender any such Ordinary Shares for purchase by Shore Capital under the Tender Offer, you must make your tender electronically through CREST on or after 5 May 2023 and so that the relevant TTE Instruction settles by not later than 1.00 p.m. on 30 May 2023.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Shareholders who are not resident in the United Kingdom should read paragraph 6 of Part IV (Details of the Tender Offer) of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.
Shore Capital Stockbrokers Limited and Shore Capital and Corporate Limited (together, Shore Capital), which are regulated by the Financial Conduct Authority in the United Kingdom, are acting as financial adviser and broker exclusively for the Company and for no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for providing advice in relation to the Tender Offer. The contents of this document or any transaction, arrangement or other matter referred to in this document.
Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital under FSMA or the regulatory regime established thereunder; (i) Shore Capital nor any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this Circular, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the Directors, in connection with the Company and/or the Tender Offer; and (ii) Shore Capital accordingly disclaim, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this Circular or any such statement.
This Circular is a circular relating to the proposed Tender Offer which has been prepared in accordance with the Listing Rules made under section 73A of the Financial Services and Markets Act 2000.
| EXPECTED TIMETABLE FOR TENDER OFFER | 4 |
|---|---|
| PART I – SUMMARY OF THE TENDER OFFER | 5 |
| IMPORTANT NOTICES | 11 |
| PART II – QUESTIONS AND ANSWERS ON THE TENDER OFFER | 13 |
| PART III – RISK FACTORS | 17 |
| PART IV – DETAILS OF THE TENDER OFFER | 19 |
| PART V – TAXATION | 32 |
| PART VI – ADDITIONAL INFORMATION | 34 |
| PART VII – DEFINITIONS | 40 |
| NOTICE OF GENERAL MEETING | 44 |
Each of the times and dates in the table below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to Shareholders by announcement through a Regulatory Information Service.
| 2023 | |
|---|---|
| Announcement of the Tender Offer, Tender Offer opens and publication of the Circular |
5 May |
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
10.00 a.m. on 25 May |
| General Meeting | 10.00 a.m. on 30 May |
| Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated Ordinary Shares (i.e., close of the Tender Offer) |
1.00 p.m. on 30 May |
| Latest time and date for settlement of TTE Instructions for tendered uncertificated Ordinary Shares (i.e. close of the Tender Offer) |
1.00 p.m. on 30 May |
| Record Date for the Tender Offer | 6.00 p.m. on 30 May |
| Announcement of the results of the Tender Offer | 31 May |
| Unconditional Date for the Tender Offer and purchase of Ordinary Shares under the Tender Offer |
31 May |
| CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
14 June |
| CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
14 June |
| Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
14 June |
| Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares |
14 June |
| Despatch of balance share certificates in respect of unsold Ordinary Shares in certificated form |
14 June |
| Notes: |
All references to times in the timetable above are to London times.
The Company announced on 5 May 2023 that it is proceeding with a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares at the Tender Price of £48.00 per Ordinary Share. The Tender Offer is for a maximum of 180,000 Ordinary Shares and the Tender Price represents:
Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so. Qualifying Shareholders have a Guaranteed Entitlement to tender 2.34 per cent. of the Ordinary Shares held by them at the Record Date (rounded down to the nearest whole number).
The purpose of this letter and Circular is to provide you with information about the background to, and reasons for the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Company and Shareholders as a whole and unanimously recommends they vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors have irrevocably undertaken to do for their respective individual beneficial holdings.
The implementation of the Tender Offer, along with any subsequent potential share buyback, requires Shareholder approval by way of an ordinary resolution. The Resolutions will be proposed at the General Meeting of the Company to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m. (the General Meeting). The Notice of General Meeting is set out at the end of this Circular. The Company will not be able to purchase any Ordinary Shares pursuant to the Tender Offer unless the Resolutions are duly passed.
The Circular also contains further details on the procedure that should be followed by those Qualifying Shareholders wishing to participate in the Tender Offer.
The Board continually reviews the Company's capital allocation to maximise long-term returns to Shareholders. Whilst the Board continues to explore further growth opportunities, due to the strong cash generation of the Company, its robust balance sheet, coupled with recent growth in workload, as highlighted in its interim results for the six months ended 31 October 2022, the Company has a sufficiently high level of funds available to it that is surplus to its short-term requirements. As such, the Board has decided to provide Qualifying Shareholders with the opportunity of returning value to them through a capital distribution in addition to the existing dividend policy.
The Board considers that a Tender Offer would be the most suitable way of returning capital to Shareholders in a quick and efficient manner, taking into account the costs, complexity and timeframes of other methods, as well as the possible tax treatment and equality of treatment of Shareholders.
The Board also notes the Company's Ordinary Shares are sometimes illiquid and believes that the Tender Offer provides an opportunity for Qualifying Shareholders to sell a portion of their Goodwin PLC shareholding without materially impacting the share price.
The Board, with its continuing prudent approach to capital allocation, confirms that the Company has sufficient working capital headroom to complete the Tender Offer and Buyback after monitoring the Group's working capital requirements, the funding of the potential future growth of the business and to ensure the Company's ability to maintain its dividend policy.
The benefits of the Tender Offer for Shareholders as a whole are that:
The Tender Offer will reduce the number of Ordinary Shares in issue, and so should, assuming earnings stay the same, have a positive impact on the Group's earnings per share (as the Company intends, shortly following the completion of the Tender Offer, to cancel all of the Ordinary Shares acquired in connection with the Tender Offer).
Each member of the Concert Party has irrevocably agreed not to participate in the Tender Offer (other than in respect of 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney). Further details of these irrevocable undertakings are set out in paragraph 12 of Part VI (Additional Information) of this Circular.
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Details of the Tender Offer) of this Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares.
All Qualifying Shareholders who are on the Register at 6.00 p.m. on 30 May 2023 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by Shore Capital, acting as principal, pursuant to the requirements set out in this Circular.
Subject to satisfaction of the Conditions to the Tender Offer, Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at a price of £48.00 per Ordinary Share, a premium of approximately 25 per cent. to the closing price on the Latest Practicable Date.
The Issued Ordinary Share Capital on the Latest Practicable Date was 7,689,600. If the Tender Offer is implemented in full, this will result in the purchase of 180,000 Ordinary Shares (representing approximately 2.34 per cent. of the Issued Ordinary Share Capital on the Latest Practicable Date). The Issued Ordinary Share Capital following the cancellation of the Ordinary Shares (which will occur shortly after the Company has acquired all validly tendered and purchased Ordinary Shares from Shore Capital) if the Tender Offer is implemented in full will be 7,509,600.
The Tender Offer is to be effected by Shore Capital (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. Shore Capital, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price under a repurchase agreement (the Repurchase Agreement), details of which are set out in paragraph 8 of Part VI (Additional Information) of this Circular. All Ordinary Shares purchased by the Company from Shore Capital pursuant to the Repurchase Agreement will be cancelled.
Each Qualifying Shareholder who wishes to participate in the Tender Offer is required to submit a tender by 1.00 p.m. on 30 May 2023 to sell some or all of their Ordinary Shares.
The total number of Ordinary Shares tendered by any Qualifying Shareholder should not exceed the total number of Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date. For example, a Qualifying Shareholder may decide to tender 50 per cent. of their Ordinary Shares, but if a Qualifying Shareholder returned a tender purporting to offer for sale more than 100 per cent. of their Ordinary Shares, they would be deemed to have tendered only the number of Ordinary Shares actually owned by that Shareholder on the Record Date, with the tender in respect of any additional shares being deemed invalid.
Once made, any tender of Ordinary Shares will be irrevocable.
You should read the whole of this Circular and not rely solely on the information in this letter. Shareholders should refer to the full details of the applicable procedures and related timings set out in Part IV (Details of the Tender Offer) of this Circular, for the action to be taken in respect of the Tender Offer.
Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.
If more than 180,000 Ordinary Shares are validly tendered by Shareholders, acceptances of validly tendered Ordinary Shares will be scaled-down to determine the extent to which individual tenders are accepted.
These scaling-down arrangements are set out in full in paragraphs 2.15 to 2.17 of Part IV (Details of the Tender Offer) of this Circular.
The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed. Tenders in respect of approximately 2.34 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down. This percentage is known as the "Guaranteed Entitlement". Qualifying Shareholders may tender Ordinary Shares in excess of their Guaranteed Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date ("Excess Entitlement") and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less than their Guaranteed Entitlement, those Qualifying Shareholders may be able to utilise such Excess Entitlement through the Tender Offer.
These Guaranteed Entitlement arrangements are set out in full in paragraphs 2.15 to 2.17 of Part IV (Details of the Tender Offer) of this Circular.
As set out in the expected timetable on page 2 of this Circular, it is expected that the results of the Tender Offer will be announced on 31 May 2023, at which time the Tender Offer is expected to become unconditional subject to the Conditions described in paragraph 2.1 of Part IV (Details of the Tender Offer) of this Circular having been satisfied. Settlement is expected to take place as set out in the timetable on page 2 of this Circular and as provided for in Part IV (Details of the Tender Offer) of this Circular.
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part IV (Details of the Tender Offer) of this Circular.
Some questions and answers related to the Tender Offer are set out in Part II (Questions and Answers on the Tender Offer) of this Circular.
You should read the whole of this Circular and not rely solely on the information in this letter. Shareholders should refer to paragraph 11 (Action to be taken) below, and to the full details of the applicable procedures and related timings set out in Part IV (Details of the Tender Offer) of this Circular, for the action to be taken in respect of the Tender Offer. Shareholders' attention is drawn in particular to the risk factors set out in Part III (Risk Factors) of this Circular.
If fewer than 180,000 Ordinary Shares are tendered by Shareholders through the Tender Offer due to insufficient uptake, the Board also intends to undertake a share buyback pursuant to which it would seek to acquire such number of Ordinary Shares as, when aggregated with the Ordinary Shares tendered in the Tender Offer, equals 180,000 Ordinary Shares.
At the General Meeting, approval will therefore be sought for authority to buy back up to a maximum of 180,000 Ordinary Shares, representing approximately 2.34 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date (the "Buyback Authority").
The Buyback Authority will, should the Tender Offer not be fully taken up, provide the Company with a general authority to buy back Ordinary Shares which will be used only to take the aggregate number of Ordinary Shares acquired in the Tender Offer together with any market purchases, to 180,000 Ordinary Shares.
Further to the announcement of the Group's interim results for the period ended 31 October 2022, the Mechanical Engineering division's activity levels are set to increase due to the Group's workload (forward order book), which, at the date of this document, stands at £286 million and contains a growing proportion of contracts that now span multiple years. However, the profitability within the Mechanical Engineering division has not yet taken a step forward, as it will take time for the activity levels to increase before the benefit of the increased workload can be reflected in the financial statements.
The profitability of the Refractory Engineering division has, on the whole, remained buoyant and in line with the Board's expectations.
Continued uncertainty remains surrounding the macro-economic outlook and a fall in consumer confidence within the wider economy continues to be a concern. As a result, the Board continues to expect the pre-tax profits in the second half of its financial year ended 30 April 2023 to be similar to the first half, which would result in a modest increase in annual pre-tax profit versus the year before.
The Group's significant capital investment programmes are drawing to a close, the benefits of which will continue to be seen in the medium and long-term. The Group will continue to focus on delivering existing orders, as well as those still being pursued.
Successfully tendered Ordinary Shares will, once acquired by the Company from Shore Capital pursuant to Repurchase Agreement following the closing of the Tender Offer, be cancelled and will not rank for any future dividends.
Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer. A guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HM Revenue & Customs practice is set out in paragraph 1 of Part V (Taxation) of this Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of Part IV (Details of the Tender Offer) of this Circular.
Implementation of the Tender Offer requires the approval of certain matters by Shareholders at a general meeting of the Company. Accordingly, a notice is set out at the end of this Circular convening the General Meeting to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May 2023.
Two resolutions will be proposed at the General Meeting, both of which are ordinary resolutions, the passing of which requires a majority of the votes cast (whether in person or by proxy) to be in favour.
The Tender Offer Resolution (Resolution 1), which is an ordinary resolution, seeks authority to make market purchases of Ordinary Shares pursuant to the Repurchase Agreement. The Resolution specifies the maximum number of Ordinary Shares which may be acquired, and the price at which Ordinary Shares may be acquired, pursuant to this authority. The authority sought will expire on 30 September 2023.
Resolution 2, which is an ordinary resolution, seeks authority to make market purchases of Ordinary Shares up to a maximum of 180,000 Ordinary Shares in the Company (representing approximately 2.34 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date) and specifies the maximum and minimum prices at which Ordinary Shares may be acquired. The Buyback Authority will be used only to take the aggregate number of Ordinary Shares acquired in both the Tender Offer and pursuant to the Buyback Authority, to 180,000 Ordinary Shares. The authority sought will expire at the conclusion of the AGM of the Company to be held in 2023.
The Board considers the Tender Offer and the Resolutions to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors intend to do for their respective individual beneficial holdings of, in aggregate, 310,371 Ordinary Shares, representing approximately 4.04 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.
The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.
Your support is important to us. You can appoint a proxy (and are strongly encouraged to appoint the Chairman of the General Meeting) and submit voting instructions in any of the following ways:
Please read the notes to the Notice of General Meeting at the end of this Circular for further details of the General Meeting, including the appointment of proxies.
Those Shareholders who wish to tender Ordinary Shares should note that the procedure for doing so depends on whether your Ordinary Shares are held in certificated or uncertificated form.
The relevant procedures are summarised below. Full details of applicable procedures and related timings are set out in Part IV (Details of the Tender Offer) of this Circular.
Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction.
If you are in doubt about completion of the Tender Form or sending a TTE Instruction, please contact the Shareholder Helpline on 0370 707 1006 or +44 (0)370 707 1006 (if calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls to the Shareholder Helpline numbers may be monitored or recorded.
Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, investment or taxation advice.
Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or any of their Ordinary Shares should complete a Tender Form, in accordance with the instructions printed thereon (including a witnessed signature) and set out in Part IV (Details of the Tender Offer) of this Circular, and return it, together with their share certificate(s) and/or other document(s) of title or (where applicable) a satisfactory indemnity in lieu thereof in respect of the tendered Ordinary Shares, on or after 5 May 2023 and so as to be received by post by the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, by not later than 1.00 p.m. on 30 May 2023. Tender Forms submitted after the Tender Offer closes will be treated as invalid.
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender all or any of their Ordinary Shares should tender electronically through CREST on or after 5 May 2023 so that the TTE Instruction settles by not later than 1.00 p.m. on 30 May 2023.
The Tender Offer is conditional on approval from Shareholders of certain matters, which is being sought at the General Meeting. The Notice of General Meeting to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May 2023 is set out at the end of this Circular. The Company is intending to hold the General Meeting as a physical meeting. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post to be received by the Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, by not later than 10.00 a.m. on 25 May 2023 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrar, Computershare Investor Services PLC (CREST Participant 3RA50), so that it is received by not later than 10.00 a.m. on 25 May 2023 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). Proxy appointments may also be submitted electronically at www.investorcentre.co.uk/eproxy so that the appointment is received by not later than 10.00 a.m. on 25 May 2023 (or, in the case of an adjournment, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy, electronic proxy application or the submission of a CREST Proxy Instruction, will not preclude you from attending and voting in person (in substitution for your proxy vote) at the General Meeting, or any adjournment thereof.
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 (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by the Company and permitted by applicable law and regulation, neither this Circular nor the Tender Form nor any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving this Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this Circular, the Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action.
This Circular includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans, projects, should or will, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this Circular reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group and its operations, results of operations and growth strategy. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the rules of the London Stock Exchange), the Company is not under any obligation and the Company expressly disclaims any intention or obligation (to the maximum extent permitted by law) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Shareholders should note that the contents of paragraphs related to forward-looking statements are not intended to qualify the statements made as to the sufficiency of working capital in paragraph 9 (Working Capital) of Part VI (Additional Information) of this Circular. thereof, (as detailed in the Notice of General Meeting at the end of this Circular) if you wish to do so and are so entitled.
You will find answers to some of the questions most often asked by shareholders about tender offers and the procedure for participating in the Tender Offer in Part II (Questions and Answers on the Tender Offer) of this Circular. If you have further questions on the Tender Offer more generally, there is a Shareholder Helpline available between the hours of 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh public holidays).
The Shareholder Helpline number is 0370 707 1006 or +44 370 707 1006 (if calling from outside the UK). Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding English and Welsh public holidays). Calls from outside the UK will be charged at the applicable international rate. Please note that calls to the Shareholder Helpline numbers may be monitored or recorded.
Please note that, for legal reasons, the Shareholder Helpline will only be able to provide information contained in this Circular and the Tender Form and will be unable to give advice on the merits of the Tender Offer or to provide financial, legal, investment or taxation advice.
To help you understand what is involved in the Tender Offer, we have prepared some questions and answers. You should read the whole of this Circular and not rely solely on the summary information in this Part II. Part I (Letter from the Chairman) contains a letter from the Chairman of the Company in relation to the Tender Offer and Part IV (Details of the Tender Offer) set out the detailed terms and conditions of the Tender Offer. In the event of any consistency between this Part II and the terms and conditions set out in and Part IV (Details of the Tender Offer), the terms and conditions set out in Part IV (Details of the Tender Offer) of this Circular shall prevail.
You should make your own decision as to whether or not you participate in the Tender Offer and are recommended to consult an appropriate independent adviser. The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not you decide to tender all or any of your Ordinary Shares will depend on, among other things, your view of the Company's prospects and your own individual circumstances, including your tax position. The benefits to Shareholders as a whole are set out at paragraph 1 of Part I (Letter from the Chairman).
No, you are not obliged to tender any of your Ordinary Shares. If you choose not to tender your Ordinary Shares under the Tender Offer, your shareholding in the Company will be unaffected, save for the fact that the cancellation of the Ordinary Shares which are bought by the Company under the Tender Offer will mean that, subsequent to that cancellation, you will own a greater percentage of the Company than you did before the Tender Offer, as there will be fewer Ordinary Shares in issue. The same would apply if you were to tender Ordinary Shares unsuccessfully.
If you decide to participate in the Tender Offer and some or all of your Ordinary Shares are successfully tendered, you will sell the successfully tendered Ordinary Shares and will receive the Tender Price of £48.00 in respect of each such Ordinary Share. Additional information about the pricing of the Tender Offer is set out in paragraph 1 of Part I (Summary of the Tender Offer) and in Part IV (Details of the Tender Offer) of this Circular.
Under the expected timetable of events set out in this Circular, it is anticipated that a cheque would be despatched to certificated Qualifying Shareholders on 14 June 2023. CREST account holders would have their CREST accounts credited on 14 June 2023.
Please forward this Circular, together with the accompanying documents (but not any personalised Form of Proxy or Tender Form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. Those documents should not, however, be forwarded to or sent in or into any Restricted Jurisdiction.
If you hold Ordinary Shares in certificated form at the Record Date and you have lost the share certificate(s) in relation to any or all of your tendered Ordinary Shares, you will need to provide a letter of indemnity to the Company, a template for which can be obtained by writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or by contacting the Shareholder Helpline, details of which are set out at the front of this Circular. You will then need to return the letter of indemnity, duly completed, to Computershare with your Tender Form, on or after 5 May 2023 and so as to be received by Computershare not later than 1.00 p.m. on 30 May 2023.
If the full £8.64 million is not returned to Shareholders through the Tender Offer, the Board intends to undertake share buybacks in the market pursuant to an authority to be requested at the General Meeting to purchase up to a maximum (when taken together with any Ordinary Shares tendered pursuant to the Tender Offer) of 180,000 Ordinary Shares.
If the full £8.64 million is not returned through the Tender Offer, as noted above the Board intends to undertake repurchases of Ordinary Shares in the market. The Company is therefore also taking the opportunity at the General Meeting to ask Shareholders to approve the Buyback Authority as further detailed in paragraph 4 of Part I (Summary of the Tender Offer) of this Circular.
If you have read this Circular and still have questions, please telephone the Shareholder Helpline, details of which are set out at the front of this Circular.
Shareholders should consider carefully all of the information set out in this Circular, including in particular the risks described below, as well as their personal circumstances, prior to making any decision as to whether or not to tender Ordinary Shares in the Tender Offer. The Group's business, results of operations, cash flow, financial condition, revenue, profits, assets, liquidity and capital resources could be materially adversely affected by any of the risks described below. In such case, the market price of the Ordinary Shares may decline and investors could lose all or part of their investment. Additional risks and uncertainties in relation to the Group that are not currently known to it, or that it currently deems immaterial, may also have a material adverse effect on the Group's business, financial condition and operating results.
All Ordinary Shares validly tendered and accepted for purchase in the Tender Offer will, after being acquired by the Company from Shore Capital pursuant to the Repurchase Agreement, be cancelled. To the extent that Ordinary Shares are tendered and accepted in the Tender Offer, the total volume of Ordinary Shares available for trading will be reduced by a corresponding amount. An equity security with a smaller volume of securities available for trading may command a lower price than would a comparable security with a greater trading volume. The reduced volume may also make the trading price of the Ordinary Shares more volatile. Consequently, the liquidity, market value and price volatility of Ordinary Shares not tendered in the Tender Offer could be adversely affected. There can be no assurance that the volumes of trading in the Ordinary Shares following the completion of the Tender Offer will match or exceed those prior to the Tender Offer, and may be lower. In addition, a market expectation of a reduction in the total number of Ordinary Shares can itself give rise to one or more of the foregoing adverse consequences even prior to the completion of the Tender Offer and/or the announcement of the level of tendering into the Tender Offer.
Qualifying Shareholders that tender into the Tender Offer who either (a) tender in excess of their Guaranteed Entitlement and part or all of such Excess Entitlement is accepted, or (b) tender any Ordinary Shares (including less than their Guaranteed Entitlement) in circumstances where the maximum aggregate number of Ordinary Shares permitted to be tendered into the Tender Offer by all Qualifying Shareholders is not reached, may have their proportionate holding in the Company diluted.
Shore Capital will not purchase the Ordinary Shares pursuant to the Tender Offer unless the Conditions have been satisfied. The Conditions may not be waived by Shore Capital. Upon the Tender Offer becoming unconditional, Shore Capital will be obliged to acquire the relevant Ordinary Shares in accordance with the terms of the Tender Offer. Subject to paragraph 2.24 below, if the Conditions are not satisfied by 7 a.m. on 14 June 2023 (or such later time and/or date as the Company may, with the consent of Shore Capital, determine and announce via a Regulatory Information Service), the Tender Offer will lapse.
and encumbrances and with all rights attaching to the same. Under the Repurchase Agreement, the Company has granted a put option to Shore Capital which, on exercise by Shore Capital, obliges the Company to purchase from Shore Capital, the Ordinary Shares purchased by Shore Capital pursuant to the Tender Offer. Also, under the Repurchase Agreement, Shore Capital has granted the Company a call option which, on exercise by the Company, obliges Shore Capital to sell to the Company the Ordinary Shares purchased by Shore Capital pursuant to the Tender Offer. The Company intends to cancel such Ordinary Shares as are acquired by it under the Repurchase Agreement. All Ordinary Shares will be following purchase by the Company from Shore Capital pursuant to the Repurchase Agreement and will not rank for any future dividends.
2.10.2 for Ordinary Shares held in uncertificated form, the transfer by the Escrow Agent by TFE Instruction of the unsold Ordinary Shares to the original available balances or the credit of the balance of the unsold Ordinary Shares by the Escrow Agent by an ARAN Message.
2.11 Further copies of the Tender Form may be obtained on request from the Shareholder Helpline on 0370 707 1006 or +44 370 707 1006 (if calling from outside the UK) or from the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH. Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays). Please note that calls to the helpline number may be monitored or recorded. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate.
until after (in the case of certificated Ordinary Shares) the Tender Form is complete in all respects and the share certificates and/or other document(s) of title satisfactory to Shore Capital have been received or (in the case of uncertificated Ordinary Shares) the relevant TTE Instruction has settled. None of the Company, Shore Capital, the Receiving Agent, or any other person is or will be obliged to give notice of any defects or irregularities in any tender, and none of them will incur any liability for failure to give any such notice.
3.1.2 If you are a Qualifying Shareholder and hold Ordinary Shares in certificated form, but under different designations, you should complete a separate Tender Form in respect of each designation. Additional Tender Forms are available from Computershare by calling the Shareholder Helpline, details of which are set out at the front of this Circular.
3.1.3 If you are a Qualifying Shareholder and hold Ordinary Shares in uncertificated form (that is, in CREST), you may only tender such Ordinary Shares by TTE Instruction in accordance with the procedures set out in paragraph 3.3 below and, if those Ordinary Shares are held under different Member Account IDs, you should send a separate TTE Instruction for each Member Account ID.
3.2.7 Where you have completed and returned a letter of indemnity in respect of unavailable share certificate(s) and/or other document(s) of title and you subsequently find or obtain the relevant share certificate(s) and/or other document(s) of title, you should immediately send it/them by post to the Receiving Agent at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH.
Instruction, notwithstanding that they will be held by Computershare, in its capacity as the escrow agent, until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional by 1.00 p.m. on 30 May 2023 or such later time as the Company and Shore Capital shall agree, Computershare, in its capacity as the escrow agent, will transfer the successfully tendered Ordinary Shares to Shore Capital, returning any Ordinary Shares not successfully tendered in the Tender Offer to you.
Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares or otherwise). Qualifying Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 30 May 2023.
Subject to and following the Tender Offer becoming unconditional, settlement of the consideration to which any Qualifying Shareholder is entitled pursuant to valid tenders accepted by Shore Capital will be made as follows.
4.1.9 such Shareholder's offer to sell Ordinary Shares to Shore Capital, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction;
4.1.10 such Shareholder has not received or sent copies or originals of this Circular, the Tender Form or any related documents in, into or from a Restricted Jurisdiction and has not otherwise utilised in connection with the Tender Offer, directly or indirectly, the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, a Restricted Jurisdiction and that the Tender Form has not been mailed or otherwise sent in, into or from a Restricted Jurisdiction and such Shareholder is accepting the Tender Offer from outside a Restricted Jurisdiction;
5.1.2 such Shareholder is the legal and beneficial owner and has full power and authority to tender, sell, assign or transfer any or all of the Ordinary Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by Shore Capital, Shore Capital will acquire such Ordinary Shares with full title guarantee and free from all liens, charges, encumbrances, equitable interests, rights of pre-emption or other third party rights of any nature and together with all rights attaching thereto on or after the Closing Date, including the right to receive all dividends and other distributions declared, paid or made after that date;
5.1.3 the input of the TTE instruction will, subject to the Tender Offer becoming unconditional, constitute the irrevocable appointment of any director or officer of Shore Capital as such Shareholder's attorney and/or agent ("Agent"), and an irrevocable instruction to the Agent to complete and execute all or any documents or input any instruction into CREST at the Agent's discretion in relation to the Ordinary Shares referred to in paragraph 5.1.1 above in favour of Shore Capital or such other person or persons as Shore Capital may direct, and to deliver any documents or input any instruction into CREST at the discretion of the Agent relating to such Ordinary Shares, and to do all such other acts and things as may in the opinion of such Agent be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Shore Capital or its nominee(s) or such other person(s) as Shore Capital may direct such Ordinary Shares;
do all such acts and things and execute all such documents that may be required to enable Shore Capital to secure the full benefits of paragraph 5.1.3 above.
5.2 Each Shareholder to which this paragraph 5 applies hereby consents to the assignment by Shore Capital of all such benefit as Shore Capital may have in any covenants, representations and warranties in respect of the Ordinary Shares which are successfully tendered under the Tender Offer.
6.5 The provisions of this paragraph 6 (headed "Overseas Shareholders") and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by Shore Capital in its absolute discretion, but only if Shore Capital is satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other laws. Subject to this, the provisions of this paragraph 6 (headed "Overseas Shareholders") supersede any terms of the Tender Offer inconsistent herewith.
THE FOLLOWING COMMENTS DO NOT CONSTITUTE TAX ADVICE AND ARE INTENDED ONLY AS A GUIDE TO CURRENT UNITED KINGDOM LAW AND H.M. REVENUE & CUSTOMS' PUBLISHED PRACTICE (WHICH ARE BOTH SUBJECT TO CHANGE AT ANY TIME, POSSIBLY WITH RETROSPECTIVE EFFECT). THEY RELATE ONLY TO CERTAIN LIMITED ASPECTS OF THE UNITED KINGDOM TAXATION TREATMENT OF SHAREHOLDERS WHO ARE RESIDENT IN THE UNITED KINGDOM FOR UNITED KINGDOM TAX PURPOSES (AND, IF INDIVIDUALS, DOMICILED IN AND ONLY IN THE UNITED KINGDOM FOR UNITED KINGDOM TAX PURPOSES), WHO HOLD, AND WILL HOLD, THEIR ORDINARY SHARES AS INVESTMENTS (AND NOT AS ASSETS TO BE REALISED IN THE COURSE OF A TRADE, PROFESSION OR VOCATION). THEY MAY NOT RELATE TO CERTAIN SHAREHOLDERS, SUCH AS DEALERS IN SECURITIES OR SHAREHOLDERS WHO HAVE (OR ARE DEEMED TO HAVE) ACQUIRED THEIR ORDINARY SHARES BY VIRTUE OF AN OFFICE OR EMPLOYMENT OR SHAREHOLDERS WHO ARE TREATED AS HOLDING THEIR ORDINARY SHARES AS CARRIED INTEREST. SHAREHOLDERS ARE ADVISED TO TAKE INDEPENDENT ADVICE IN RELATION TO THE TAX IMPLICATIONS FOR THEM OF SELLING ORDINARY SHARES PURSUANT TO THE TENDER OFFER.
1.2.1 Under the provisions of Part 15 of the Corporation Tax Act 2010, H.M. Revenue & Customs can in certain circumstances counteract corporation tax advantages arising in relation to a transaction or transactions in securities. If these provisions were to be applied by H.M. Revenue & Customs to the Tender Offer, Shareholders who are subject to corporation tax might be liable to corporation tax as if they had received an income amount rather than a capital amount.
There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional on the passing of the Tender Offer Resolution set out in the Notice of General Meeting. The Tender Offer is also conditional on the other matters specified in paragraph 2.1 of Part IV (Details of the Tender Offer) of this Circular.
The Board has reserved the right, at any time prior to the Tender Offer becoming unconditional, to require Shore Capital not to proceed with the Tender Offer if the Board concludes that the implementation of the Tender Offer is no longer in the best interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Shore Capital, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. Any such decision will be announced by the Company through a Regulatory Information Service.
The Company and the Directors, whose names are set out in paragraph 3 of this Part VI (Additional Information) below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
| Name | Position | Appointed |
|---|---|---|
| Timothy Goodwin | Chairman | 14 April 2015 |
| Matthew Goodwin | Director | 21 December 2006 |
| Simon Goodwin | Director | 10 December 2010 |
| Bernard Goodwin | Director | 14 November 2012 |
| Nigel Brown | Director | 11 December 2020 |
| Jennifer Kelly | Non-Executive Director | 14 April 2015 |
The Company's legal and commercial name is Goodwin PLC and it is a public limited company quoted on the London Stock Exchange with a premium listing. The Company was incorporated and registered in England and Wales on 11 October 1935 as a public company limited by shares. The Company's registered office, and the business address of each of the Directors, is at Ivy House Foundry, Hanley, Stoke-On-Trent, ST1 3NR (telephone number +44 1782 220 000).
The principal legislation under which the Company operates is the Companies Act 2006 and the applicable regulations made thereunder.
The legal and beneficial interests of the Company's Directors (including those held by minor children) in Ordinary Shares as at the Latest Practicable Date are:
| Name | Number of Ordinary Shares |
Percentage of Ordinary Shares |
|---|---|---|
| Timothy Goodwin | 113,697 | 1.48% |
| Matthew Goodwin | 68,198 | 0.89% |
| Simon Goodwin | 77,299 | 1.01% |
| Bernard Goodwin | 50,732 | 0.66% |
| Nigel Brown | 445 | 0.01% |
| Jennifer Kelly | – | – |
| Total | 310,371 | 4.04% |
Save as disclosed above, no other person involved in the Tender Offer has an interest, including a conflicting interest, which is material to the Tender Offer.
For the purposes of the Takeover Code, certain Directors and their families and related trusts are deemed by the Takeover Panel to be acting in concert (together, the "Concert Party"). The Concert Party own, in aggregate, 4,145,259 Ordinary Shares (including 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney) representing approximately 53.91 per cent. of the issued Ordinary Share capital of the Company as at the Latest Practicable Date. The details and interests of the Concert Party are set out at paragraph 4 of Part VI (Additional Information).
Rule 9 of the Takeover Code applies to any person who acquires an interest in shares which, whether by a series of transactions over a period of time or not, when taken together with shares in which persons acting in concert with him are interested carry thirty per cent. (30%) or more of the voting rights of a company which is subject to the Takeover Code. Any such person is required, in the absence of a waiver, to make a general offer to all shareholders of that company and also to the holders of any other class of transferable securities carrying voting rights to acquire their securities in cash at not less than the highest price paid by such person, or by any person acting in concert with him, for any interest in shares within the 12 months prior to the offer. Such an offer under Rule 9 of the Takeover Code must also be made, in the absence of a waiver, where any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than thirty per cent. (30%) of the voting rights of a company but does not hold shares carrying more than fifty per cent. (50%) of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increase the percentage of shares carrying voting rights in which he is interested.
Where such person is a director, or the group of persons acting in concert includes directors, of a company, the acquisition of Ordinary Shares by the Company through a Tender Offer would normally be treated as an acquisition for the purposes of Rule 9, where it would have the effect of increasing the percentage holdings of (but not necessarily the number of shares actually or beneficially held by) that person or group of persons acting in concert, depending on the level of take up of the Tender Offer and the identity of the participating Qualifying Shareholders.
Having regard to: (a) the maximum number of Ordinary Shares that may be acquired and cancelled by the Company under the Tender Offer and the Repurchase Agreement; (b) the beneficial interests of the Concert Party in Ordinary Shares disclosed to the Company as at the Latest Practicable Date; and (c) the impact of the Irrevocable Undertakings received from members of the Concert Party, the Board notes that the aggregate holding of the Concert Party would increase to 55.20 per cent. of the issued Ordinary Share capital as at the Latest Practicable Date.
Consequently, the application of Rule 9 of the Takeover Code in the circumstances and context of the Tender Offer would not result in the Concert Party being subject to an obligation to make an offer for the Company. Furthermore, Shareholders should be aware that, for so long as the Concert Party's aggregate holding of the voting rights in Company remains above fifty per cent. (50%) (which will be the case even if the maximum number of Ordinary Shares is validly tendered and accepted under the Tender Offer as each member of the Concert Party has irrevocably agreed not to participate in the Tender Offer), the Concert Party will remain free to increase its shareholding without being subject to any obligation to make a general offer to all Shareholders under Rule 9 of the Takeover Code. Furthermore, individual members of the Concert Party would be free to purchase further Ordinary Shares to take their personal holdings to 29.9 per cent. (29.9%) of the issued Ordinary Share capital of the Company without incurring an obligation to make a general offer to all Shareholders under Rule 9 of the Takeover Code.
If at any time after completion of the Tender Offer: (i) the Concert Party's aggregate holding of the issued share capital of the Company falls below fifty per cent. (50%) but not less than thirty per cent. (30%); and (ii) the Concert Party subsequently acquires more voting rights, then the Concert Party will normally be required by the Takeover Panel to make a general offer to purchase all shares from all shareholders of the Company pursuant to and in accordance with Rule 9 of the Takeover Code, unless an exempting condition applies, or if a dispensation or waiver from the Takeover Panel is obtained (where available) and, if required, such dispensation or waiver is approved by Shareholders.
The Concert Party comprises the following persons:
| Current Shareholding, including spouses and children |
Current % of issued |
Resulting % of issued share capital on the basis of a full take up under |
|
|---|---|---|---|
| Shareholder | under the age of 18 | share capital | the Tender Offer |
| Richard S Goodwin (and his wife Gillian C Goodwin) |
21,670* | 0.28% | 0.29% |
| John W Goodwin (and his wife Elizabeth M Goodwin) |
52,041 | 0.68% | 0.69% |
| J M Securities Limited, wholly owned directly by JM Overseas Trust 1 |
2,154,009 | 28.01% | 28.68% |
| J M Securities (No. 3) Limited, a wholly owned subsidiary of J M Securities Limited, and in turn accordingly wholly owned indirectly by JM Overseas Trust 1 |
1,492,036 | 19.40% | 19.87% |
| John W Goodwin Children's Trust | 14,166 | 0.18% | 0.19% |
| Matthew S Goodwin (and his wife Jemma Goodwin) |
69,054 | 0.90% | 0.92% |
| Simon R Goodwin (and his wife Shelley N Goodwin) |
78,786 | 1.02% | 1.05% |
| Bernard R E Goodwin (and his wife Hannah L Goodwin) |
54,536 | 0.71% | 0.73% |
| Tim J W Goodwin (and his wife Sophie A Goodwin) |
118,926 | 1.55% | 1.58% |
| Cristina I. Snow (and her husband James John Ballentine Snow) |
38,605 | 0.50% | 0.51% |
| Jennifer M. Lloyd Webber (and her husband Alistair Adam Lloyd Webber) |
39,446 | 0.51% | 0.53% |
| Joan Margaret Edge | 11,984 | 0.16% | 0.16% |
| Total | –––––––––––– 4,145,259 –––––––––––– –––––––––––– |
–––––––––––– 53.91% –––––––––––– –––––––––––– |
–––––––––––– 55.20% –––––––––––– –––––––––––– |
*included within this holding are 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin holds a Lasting Power of Attorney
As at the Latest Practicable Date, the Company was aware of the following persons with interests in 3 per cent. or more of the Issued Ordinary Share Capital:
| Name | Number of Ordinary Shares |
Percentage of Ordinary Shares |
|---|---|---|
| John W Goodwin | 1,889,229.50* | 24.57% |
| Richard S Goodwin John Ridley |
1,842,079.50** 501,709 |
23.96% 6.52% |
*interests held directly and via: (1) J M Securities Limited, wholly owned directly by JM Overseas Trust 1 of which John W Goodwin is a life tenant; and (2) J M Securities (No. 3) Limited, a wholly owned subsidiary of J M Securities Limited, and in turn accordingly wholly owned indirectly by JM Overseas Trust 1 of John W Goodwin is a life tenant.
**interests held directly and via: (1) J M Securities Limited, wholly owned directly by JM Overseas Trust 1 of which Richard S Goodwin is a life tenant; and (2) J M Securities (No. 3) Limited, a wholly owned subsidiary of J M Securities Limited, and in turn accordingly wholly owned indirectly by JM Overseas Trust 1 of Richard S Goodwin is a life tenant.
As detailed in paragraph 12 of this Part VI (Additional Information), John W Goodwin and Richard S Goodwin and their related companies have each given an irrevocable undertaking not to participate in the Tender Offer. Assuming the Tender Offer is taken up in full, and there are no acquisitions or disposals of Ordinary Shares, the interests of such persons following the completion of the Tender Offer will be as follows:
| Number of | Percentage of | |
|---|---|---|
| Name | Ordinary Shares | Ordinary Shares |
| John W Goodwin* | 1,889,229.50 | 25.16% |
| Richard S Goodwin* | 1,842,079.50 | 24.53% |
| John Ridley* | 501,709 | 6.68% |
*on the basis that the Tender Offer is taken up in full but he does not participate.
As at the Latest Practicable Date, there were no options or other convertible instruments over Ordinary Shares.
On 5 May 2023, the Company entered into the Repurchase Agreement with Shore Capital. Pursuant to the terms of the Repurchase Agreement, and conditional on the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms and on Shore Capital being registered as the holder of the Ordinary Shares purchased by Shore Capital pursuant to the Tender Offer, the Company has granted a put option to Shore Capital which, on exercise, obliges the Company to purchase from Shore Capital at a price equal to the Tender Price the Ordinary Shares purchased by Shore Capital pursuant to the Tender Offer. Additionally, under the Repurchase Agreement, Shore Capital has granted the Company a call option which, if exercised, obliges Shore Capital to sell to the Company the Ordinary Shares purchased by Shore Capital pursuant to the Tender Offer.
The Repurchase Agreement contains representations and warranties from the Company in favour of Shore Capital and includes an indemnity in favour of Shore Capital in respect of any liability which it may suffer in relation to its performance pursuant to the Tender Offer.
The Ordinary Shares that the Company purchases from Shore Capital pursuant to the Repurchase Agreement will be cancelled. Following such cancellation, the number of Ordinary Shares in issue carrying voting rights will be reduced accordingly. The Company will make an appropriate announcement at the relevant time.
The Company is of the opinion that, on the assumption that the authority sought by Resolution 1 will be used in full at the Tender Price, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this Circular.
Save as set out in paragraph 5 of Part I of this document, there has been no significant change to the financial position or financial performance of the Group since 31 October 2022, the date to which the last interim financial information of the Company has been produced.
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited, who are acting as financial adviser and corporate broker to the Company in connection with the Tender Offer, have each given and not withdrawn their written consent to the inclusion in this document of references to their name in the form and context in which it appears.
The Company has received an irrevocable undertaking from each of the members of the Concert Party not to participate in the Tender Offer (other than in respect of 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney). Each of the members of the Concert Party, and Nigel Brown, a director, have also each undertaken to vote in favour of the Resolutions and not to sell, or otherwise dispose of, the Ordinary Shares which are the subject of the undertaking.
The following definitions apply throughout this Circular unless the context requires otherwise:
| Agent | has the meaning given to that term in paragraph 5.1.1 of Part IV (Details of the Tender Offer) of this Circular |
|---|---|
| AGM | annual general meeting |
| ARAN Message | a registrar's adjustment message (as defined in the CREST Manual) |
| Attorney | has the meaning given to that term in paragraph 4.1.3 of Part IV (Details of the Tender Offer) of this Circular |
| Board or Directors | the board of directors of the Company |
| Business Day | a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business |
| Buyback Authority | has the meaning given to that term in paragraph 4 of Part 1 (Summary of the Tender Offer) of this Circular |
| certificated or in certificated form | recorded on the Register as being held in certificated form (that is, not in CREST) |
| Circular | this document |
| Closing Date | 30 May 2023 or such other date as may be determined in accordance with paragraph 2.24 of Part IV in relation to the Tender Offer (Details of the Tender Offer) of this Circular |
| Company | Goodwin PLC, a public limited company incorporated in England and Wales with registered number 00305907, whose registered office is at Ivy House Foundry, Hanley, Stoke-On-Trent, ST1 3NR; |
| Computershare | Computershare Investor Services PLC, a limited company incorporated in England and Wales with registered number 03498808, whose registered office is at The Pavilions, Bridgwater Road, Bristol, BS99 6AH; |
| Concert Party | the persons deemed by the Takeover Panel to be acting in concert as set out in paragraph 5 of Part VI of this document |
| Conditions | has the meaning given to that term in paragraph 2.1 of Part IV (Details of the Tender Offer) of this Circular |
| CREST | the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument |
| CREST Manual | the rules governing the operation of CREST as published by Euroclear and as amended from time to time |
| CREST Member | a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations) |
| CREST Participant | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations) |
|---|---|
| CREST Proxy Instruction | a proxy appointment or instruction made via CREST authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time |
| CREST Sponsor | a CREST Participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| CREST Sponsored Member | a CREST Member admitted to CREST as a sponsored member |
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time |
| Electronic Tender | has the meaning given to that term in paragraph 3.3 of Part IV (Details of the Tender Offer) of this Circular |
| Escrow Agent | Computershare |
| Euroclear | Euroclear UK & International Limited, the operator of CREST |
| Excess Entitlement | has the meaning given to that term in paragraph 3.4 of Part 1 (Summary of the Tender Offer) of this Circular |
| FCA or Financial Conduct Authority |
the Financial Conduct Authority of the United Kingdom |
| Form of Proxy | the form of proxy enclosed with this Circular (where applicable) for use by Shareholders in connection with the General Meeting |
| FSMA | Financial Services and Markets Act 2000, as amended from time to time |
| General Meeting | has the meaning given to that term in paragraph 1 of Part I (Summary of the Tender Offer) of this Circular |
| Group | the Company, together with its subsidiaries and subsidiary undertakings |
| Guaranteed Entitlement | has the meaning given to that term in paragraph 3.4 of Part I (Summary of the Tender Offer) of this Circular |
| Issued Ordinary Share Capital | the Company's issued ordinary share capital, excluding any treasury shares from time to time |
| Latest Practicable Date | 4 May 2023, being the latest practicable date prior to the publication of this Circular |
| Listing Rules | the listing rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time |
| London Stock Exchange | London Stock Exchange plc |
| Main Market | the main market for listed securities maintained by the London Stock Exchange |
| Market Abuse Regulation | Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and any implementing legislation, in each case as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 |
|---|---|
| Member Account ID | the identification code or number attached to any member account in CREST |
| Notice of General Meeting | the notice of the General Meeting which is set out at the end of this Circular |
| Official List | the list maintained by the FCA in accordance with section 74(1) of FSMA for the purposes of Part VI of FSMA |
| Ordinary Shares | ordinary shares with a nominal value of 10 pence each in the capital of the Company |
| Overseas Shareholder | a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom |
| Participant ID | the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant |
| Qualifying Shareholders | Shareholders other than those with a registered address in any of the Restricted Jurisdictions |
| Receiving Agent | Computershare Investor Services PLC |
| Record Date | 6.00 p.m. on 30 May 2023 or such other time and date as may be determined by the Company in its sole discretion in the event that the Closing Date is altered in accordance with paragraph 2.24 of Part IV (Details of the Tender Offer) of this Circular |
| Register | the register of members of the Company |
| Registrar | Computershare Investor Services PLC |
| Regulatory Information Service or RIS |
one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies |
| Repurchase Agreement | the purchase agreement described in paragraph 8 of Part VI (Additional Information) of this Circular |
| Resolutions | the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting |
| Restricted Jurisdictions | Australia, Canada, the Republic of Ireland, Japan, New Zealand, the Republic of South Africa, Switzerland, the United States of America and any other jurisdiction which the Company and/or Shore Capital considers will impose an unacceptable legal or regulatory burden in connection with the making of the Tender Offer in such jurisdiction |
| Shareholder Helpline | the shareholder telephone helpline being made available in relation to the Tender Offer, details of which are set out on page 10 of this Circular |
| Shareholders | holders of Ordinary Shares from time to time |
| Shore Capital | together, (i) Shore Capital and Corporate; and (ii) Shore Capital Stockbrokers |
|---|---|
| Shore Capital and Corporate | Shore Capital and Corporate Limited, the Company's financial adviser |
| Shore Capital Stockbrokers | Shore Capital Stockbrokers Limited, the Company's broker |
| Subsidiary | has the meaning given to that term in section 1159 of the Companies Act 2006 |
| Subsidiary Undertaking | has the meaning given to that term in section 1162 of the Companies Act 2006 |
| Takeover Code | the City Code on Takeovers and Mergers |
| Tender Form | the tender form issued with this Circular to Qualifying Shareholders who hold their Ordinary Shares in certificated form |
| Tender Offer | the invitation by Shore Capital to Shareholders to tender Ordinary Shares for purchase by Shore Capital on the terms and subject to the conditions set out in this Circular and also, in the case of certificated Ordinary Shares only, the Tender Form (and, where the context so requires, the associated repurchase of such Ordinary Shares by the Company from Shore Capital) |
| Tender Offer Resolution | has the meaning given to that term in paragraph 1 of Part I (Summary of the Tender Offer) of this Circular |
| Tender Price | £48.00, being the price per Ordinary Share at which Ordinary Shares will be purchased pursuant to the Tender Offer |
| TFE Instruction | a transfer from escrow instruction (as defined by the CREST Manual) |
| TTE Instruction | a transfer to escrow instruction (as defined by the CREST Manual) |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| Uncertificated or in Uncertificated Form |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| Unconditional Date | the date on and time at which the Tender Offer becomes unconditional, which is expected to be on 31 May 2023 |
| US or United States | the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction |
(registered in England and Wales with registered number 00305907)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Goodwin PLC (the "Company") will be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ at 10.00 a.m. on 30 May 2023 for the purposes of considering and, if thought fit, passing the following resolutions, each of which will be proposed as ordinary resolutions.
Unless otherwise defined herein, capitalised terms used in the following resolutions shall have the meaning ascribed to them in the Company's circular to shareholders dated 5 May 2023 of which this notice forms part.
such power to apply until the end of the next annual general meeting of the Company in 2023 (unless previously revoked or varied by the Company in a general meeting) but, in each case, so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
By order of the Board
5 May 2023
Ivy House Foundry, Hanley, Stoke-On-Trent, ST1 3NR
5.2 if you are a member of CREST, by using the CREST electronic appointment service.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment(s) thereof) by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members (and those CREST members who have appointed a service provider(s)) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by 10.00 a.m. on 25 May 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting system provider(s)) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
Shareholders may vote in advance of the General Meeting either by registering a proxy vote at www.investorcentre.co.uk/eproxy or completing the Form of Proxy sent to them with the Circular and returning it to the Registrar. All Forms of Proxy must be received by the Registrar by no later than 10.00 a.m. on 25 May 2023. Shareholders are strongly encouraged to complete and return the Form of Proxy appointing the Chairman of the meeting as their proxy in order to ensure their votes are counted.
Any Shareholder entitled to attend the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting, but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered.
If a Nominated Person has not been appointed as a proxy for the General Meeting, or does not wish to exercise their right, they may have a right under such an agreement to give instructions to the Shareholders as to the exercise of voting rights.
The right to appoint a proxy for the General Meeting referred to in Note 2, can only be exercised by Shareholders of the Company and not by a Nominated Person.
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