자사주 매입 제안 및 GM 통지
넥스테크 PLC
("넥스테크", "회사" 또는 "그룹")
Proposed Share Buyback, Rule 9 Waiver and Notice of General Meeting
특정 산업 시장의 고객에게 선도적인 기술 솔루션 제공업체인 Nexteq(AIM: NXQ), announces that today it has posted a Circular to Shareholders giving Notice of a General Meeting, to be held at 11.00 a.m. on 16 April 2024 at the Company's offices at The Galleria, Station Road, Crawley, RH10 1WW.
제안된 자사주 매입 및 규칙 9 면제
The Company proposes to seek Shareholder approval to have the authority to buy back up to 10 per cent of the Company's issued share capital, being up to 6,653,906 Ordinary Shares.
Assuming utilisation of the full buyback authority, the Concert Party (being Nicholas Jarmany, Francesca Marzilli, Alessandro Jarmany, Oliver Jarmany, Daniel Jarmany, Gary Mullins, Sophie Mullins, Susan Mullins, John Mullins, Mark Mullins, Jacob Mullins, Joseph Mullins, Louis Mullins and Best Acumen Limited), may own up to approximately 37.3 per cent of the voting rights in the Company. Therefore, the Independent Shareholders will be asked to waive an obligation on the Concert Party to make a general offer for the entire issued, and to be issued, share capital of the Company which may arise under Rule 9 of the Takeover Code as a result of the Company purchasing its Ordinary Shares.
The Company has historically sought authority and received approval from its shareholders to make market purchases of its own shares, with the most recent authority being granted at the Company's AGM on 27 April 2023, permitting the Company to repurchase up to 6,647,506 Ordinary Shares, equal to 10 per cent. of the Company's issued ordinary share capital at the time of the 2023 AGM. However, despite this authority having already been granted (to expire at the conclusion of the 2024 AGM), the Company has been restricted from using it owing to the Concert Party being interested in more than 30 per cent. but holding less than 50 per cent. of the total voting rights of the Company (and therefore, any repurchases of shares under such buyback authority being liable to trigger an obligation for the Concert Party to make an offer, in cash, for the entire issued and to be issued share capital of the Company, pursuant to Rule 9 of the City Code, if the repurchase would cause the aggregate number of shares of which the Concert Party was interested to increase).
With a strong cash balance, that the Board believes will increase, the Board has concluded that it wishes to have the flexibility to utilise the Proposed Buy Back Authority in circumstances which it decides are in the best interests of the Company. Accordingly, this letter sets out the background to, and reasons why the Board believes it to be in the best interests of Shareholders as a whole for the Company to reapply for authority, to make market purchases of its Ordinary Shares under the same parameters as previously approved, being that any share repurchases are made at a price:
i. no less than the nominal value of an Ordinary Share, being 0.1 pence;
ii. no higher than an amount which is not more than 5 per cent. above the average of the closing middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which that Ordinary share is contracted to be purchased; or,
iii. the higher of the price of the last independent trade of an ordinary share or the highest current independent bid on the London Stock Exchange.
바이백 공유
Should the Proposed Buy Back Authority be approved, the Board intends to undertake any share buy backs subject to the parameters described above. The Company's dividend policy remains unchanged.
The full Circular to Shareholders will be made available on the Company's website, https://www.nexteqplc.com/. Defined terms used in this announcement are the same as those defined in the Circular unless the context requires otherwise.
넥스테크 PLC CEO 존 자얄 Johan Olivier, 최고재무책임자
| 전화 : + 44 (0) 1223 892 696 |
지명된 고문 및 Broker: 캐번디시 캐피털 마켓 주식 회사 Matt Goode / Simon Hicks(기업 재무) 팀 레드펀 / 해리엇 워드(ECM)
| 전화 : + 44 (0) 20 7220 0500 |
관절 Broker: Canaccord 제뉴이티 리미티드 사이먼 브리지스 / 앤드류 포츠
| 전화 : + 44 (0) 20 7523 8000 |
재무 홍보: 알마 전략적 커뮤니케이션 힐러리 뷰캐넌 / 키어런 브레헤니 | 전화 : + 44 (0) 20 3405 0205 |
넥스테크 소개
Nexteq(AIM: NXQ)은 특정 산업 시장의 고객에게 전략적 기술 솔루션 제공업체입니다. 혁신적인 기술을 통해 글로벌 전자 장비 제조업체는 제품 제공의 비핵심 측면에 대한 설계, 개발 및 공급을 아웃소싱할 수 있습니다. 기술 스택 요소를 Nexteq에 아웃소싱함으로써 고객은 비즈니스 성공의 가장 중요한 동인에 제품 개발 노력을 집중할 수 있습니다.
당사의 솔루션은 글로벌 영업팀을 통해 제공되며 그룹의 전자 하드웨어, 소프트웨어, 디스플레이 및 기계 엔지니어링 전문 지식을 활용합니다. 당사의 대만 사업장은 아시아 공급 네트워크의 중심에 있으며 비용 효율적인 제조 및 전략적 공급망 관리를 촉진합니다.
그룹은 500개국에서 사업을 운영하고 있으며 50개국 XNUMX명 이상의 고객에게 서비스를 제공하고 있습니다.
Nexteq은 전문 컴퓨터 플랫폼 제공업체인 Quixant와 휴먼 머신 인터페이스 기술의 선두주자인 Densitron이라는 두 가지 브랜드를 운영하고 있으며 각 브랜드에는 전담 영업, 계정 관리 및 제품 혁신 팀이 있습니다. 2005년에 설립된 후 런던 증권 거래소의 AIM 주식 시장에 Quixant plc로 상장된 이 그룹은 2023년에 Nexteq로 브랜드를 변경했습니다.
Nexteq 및 해당 사업부에 대한 자세한 내용은 다음에서 확인할 수 있습니다. www.nexteqplc.com.
책임 부인
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Services Authority (FCA), is acting as Financial Adviser to the Company in connection with the matters described in this announcement. Cavendish will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish or for advising any other person on the Proposed Buy-Back Authority and the Rule 9 Waiver or any other arrangements described in this announcement. Cavendish has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Cavendish for the accuracy of any information or opinions contained in this announcement or for the omission of any information.
The below text has been extracted from the Circular.
1. 소개
The Company has historically sought authority and received approval from its shareholders to make market purchases of its own shares, with the most recent authority being granted at the Company's AGM on 27 April 2023, permitting the Company to repurchase up to 6,647,506 Ordinary Shares, equal to 10 per cent. of the Company's issued ordinary share capital at the time of the 2023 AGM. However, despite this authority having already been granted (to expire at the conclusion of the 2024 AGM), the Company has been restricted from using it owing to the Concert Party being interested in more than 30 per cent. but holding less than 50 per cent. of the total voting rights of the Company (and therefore, any repurchases of shares under such buyback authority being liable to trigger an obligation for the Concert Party to make an offer, in cash, for the entire issued and to be issued share capital of the Company, pursuant to Rule 9 of the City Code, if the repurchase would cause the aggregate number of shares of which the Concert Party was interested to increase).
With a strong cash balance, that the Board believes will increase, the Board has concluded that it wishes to have the flexibility to utilise the Proposed Buy Back Authority in circumstances which it decides are in the best interests of the Company. Accordingly, this letter sets out the background to, and reasons why the Board believes it to be in the best interests of Shareholders as a whole for the Company to reapply for authority, to make market purchases of its Ordinary Shares under the same parameters as previously approved, being that any share repurchases are made at a price:
i. no less than the nominal value of an Ordinary Share, being 0.1 pence;
ii. no higher than an amount which is not more than 5 per cent. above the average of the closing middle market quotations for an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased; or,
iii. the higher of the price of the last independent trade of an Ordinary Share or the highest current independent bid on the London Stock Exchange.
If the Company buys-back shares under the Proposed Buy-Back Authority and, at the time, the voting rights attributable to the interests in Ordinary Shares of the Concert Party exceeds 30 per cent. of such voting rights, an obligation under Rule 9 of the Takeover Code would arise on one or more of the Concert Party to make a cash offer for the issued shares of the Company not already owned by them if the repurchase would cause the aggregate number of shares of which the Concert Party was interested to increase.
The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise on the Concert Party as a result of the buy-back by the Company of any Ordinary Shares and under the proposed Buy-Back Authority subject to approval on a poll by the Independent Shareholders of the Waiver Resolution as set out in the Notice of GM.
The Circular sets out details of the existing buy back authority and contains the Notice of GM to be held at 11.00 a.m. on 16 April 2024 to consider and approve both the new Repurchase Resolution and the Waiver Resolution. The GM will follow the 2024 AGM of the Company taking place at 10.00 a.m. on 16 April 2024.
2. Background to and reasons for the recommendation
Rationale for using the share buy-back authority
The Board believes it to be in the best interests of Shareholders as a whole for the Company to have authority to purchase its Ordinary Shares in the market.
이사들은 제안된 환매 권한이 회사의 현금 보유액을 생산적으로 사용하는 동시에 주당 수익을 향상시킬 것이라고 믿습니다. 또한 이사들은 제안된 자사주 매입 권한이 주주들에게 유연성을 제공하지만 강제 없이 주식 보유의 전부 또는 일부에 대한 가치를 실현할 수 있으며 특정 주주들에게 잉여 현금을 반환하는 세무 효율적인 방법이라고 믿습니다.
The Board is mindful of the financial impact a share buy-back may have on the Company and has therefore conducted a thorough exercise with regards to the capital requirements of the Group, its prospects and its funding available, whilst also taking into account the merits of providing greater short-term liquidity for Ordinary Shares. The Board will only proceed to make market purchases at prices which make sense for the Company and its Shareholders as a whole and intends to only do so when there is a lack of liquidity for the Ordinary Shares. The Directors have confirmed that none of them (or any persons connected with them within the meaning of sections 252-255 of the Act) will, nor do they have any current intention to, sell any of the Ordinary Shares which they beneficially own to the Company should the Company utilise the Proposed Buy-Back Authority.
Similarly, all members of the Concert Party have confirmed that none of them (or any persons connected with them within the meaning of sections 252-255 of the Act) will, nor do they have any current intention to, sell any of the Ordinary Shares which they beneficially own to the Company should the Company utilise the Proposed Buy-Back Authority.
Purchases of Own Shares
The Board is seeking the authority, in accordance with Section 701 of the Act, for the Company to make market purchases of its own shares (within the meaning of Section 693(4) of the Act) providing such purchases do not exceed, in aggregate 10 per cent. of the Company's issued ordinary share capital as at the latest practicable date before publication of this announcement, being 27 March 2024, being 6,653,906 Ordinary Shares, and subject to such pricing restrictions as described in Paragraph 1 above.
The Board is seeking the flexibility to buy back shares should they consider it appropriate to do so. However, the Board will only exercise the authority after taking account of the overall financial position of the Company and in circumstances where they believe that to do so would result in either an increase or protection of value for the remaining Shareholders and be in the best interests of Shareholders as a whole.
Any Ordinary Shares purchased under the Proposed Buy-Back Authority will either be cancelled and the number of Ordinary Shares in issue reduced accordingly, or will be held in treasury. Shares held in treasury may be used, to the extent necessary to satisfy the exercise of options by existing Shareholders whilst at the same time minimising dilution to existing Shareholders.
인수 및 합병에 관한 시법
The City Code applies to the Company. Under Rule 9 of the Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Code is normally required to make an offer to all the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person or any person acting in concert with that person acquires a further interest in shares which increases the percentage of shares carrying voting rights in which that person, and any persons acting in concert with that person, are interested.
규칙 9에 따른 제안은 제안을 해야 하는 사람 또는 그러한 사람과 협력하는 사람이 발표 전 12개월 동안 회사 주식에 대한 지분에 대해 지불한 최고 가격으로 현금으로 이루어져야 합니다. 제안의.
Under Rule 37 of the City Code, when a company purchases its own voting shares, the resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 of the City Code (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make an offer under Rule 9 in these circumstances).
Current and potential shareholdings of the Concert Party
For the purposes of the City Code, Nicholas Jarmany, Francesca Marzilli, Alessandro Jarmany, Oliver Jarmany, Daniel Jarmany, Gary Mullins, Sophie Mullins, Susan Mullins, John Mullins, Mark Mullins, Jacob Mullins, Joseph Mullins, Louis Mullins and Best Acumen Limited are considered to be acting in concert (the "Concert Party").
The Concert Party currently holds, in aggregate, 22,366,436 Ordinary Shares representing an aggregate interest of 33.614 per cent. of the Company's issued share capital of 66,539,060 Ordinary Shares as at 27 March 2024 (being the latest practicable date prior to the publication of this announcement).
The details of the effect of the Repurchase Resolution on the aggregate interests of Concert Party are set out in paragraph 3 below and paragraph 5.4 of Part II of the Circular.
3. The Waiver Resolution
As set out in paragraph 2 above, and given that the Concert Party's current percentage interest in Ordinary Shares is between 30 and 50 per cent. of the of the voting rights of the Company, any increase in any member of the Concert Party's percentage interest in Ordinary Shares (which includes any increase caused by way of a share buyback) would have the effect of triggering Rule 9 of the City Code and result in the Concert Party being under an obligation to make a general offer to all Shareholders.
사외이사는 GM 여론조사에서 독립 주주들의 권리 포기 결의안 승인에 따라 환매 권리 포기를 승인하기로 합의한 패널과 협의했습니다. 독립 주주가 승인하는 경우 환매 권리 포기의 효과는 콘서트 파티가 도시법 제9조에 따라 총 보유 지분의 증가로 인해 발생하는 일반 제안을 할 필요가 없다는 것입니다. 제안된 환매 권한에 따라 회사가 자사 보통주를 매입하여 발생한 콘서트 파티.
The Waiver Resolution is subject to the approval of Independent Shareholders on a poll, where each Independent Shareholder will be entitled to one vote for each Ordinary Share they hold. Members of the Concert Party are not entitled to vote on this poll as they are not considered to be independent.
Set out below, and also in paragraph 5.4 of Part II of the Circular, are details of the maximum percentage of the Company's voting rights which could be held by the Concert Party following the approval of the Repurchase Resolution and the Waiver Resolution as it assumes the full utilisation of the Proposed Buy-Back Authority (assuming no member of the Concert Party participates in the proposed buyback and no further Ordinary Shares are issued by the Company).
시나리오
다음과 같은 경우:
· the Independent Shareholders approve the Waiver Resolution;
· the maximum number of Ordinary Shares are repurchased by the Company under the Proposed Buy-Back Authority and no further Ordinary Shares are issued by the Company; and
· 제안된 주식 환매 또는 기타 방식에 따라 콘서트 파티 구성원이 보통주를 판매하지 않습니다.
the combined shareholding of the Concert Party of 22,366,436 Ordinary Shares would increase from 33.614 per cent. to a maximum of 37.349 per cent. of the issued ordinary share capital of the Company (excluding any shares held in treasury) as further detailed in paragraph 5.4 of Part II of the Circular.
Current interests of the Concert Party | Interests of the Concert Party assuming full utilisation of the Proposed Buy-Back Authority, the Concert Party does not participate in the share buyback nor sell any Ordinary Shares and no further Ordinary Shares are issued by the Company | |||
콘서트 파티 멤버 | 보통주 | 현재 발행된 주식 자본금의 % | 보통주 | 현재 발행된 주식 자본금의 % |
닉 자매니 | 5,769,980 | 8.67 | 5,769,980 | 9.64 |
Francesca Marzilli | 5,356,683 | 8.05 | 5,356,683 | 8.94 |
Alessandro Jarmany | 2,250 | 0.003 | 2,250 | 0.004 |
Oliver Jarmany | 2,250 | 0.003 | 2,250 | 0.004 |
Daniel Jarmany | 602,481 | 0.91 | 602,481 | 1.01 |
게리 멀린스 | 1,913,071 | 2.88 | 1,913,071 | 3.19 |
Sophie Mullins | 302,582 | 0.45 | 302,582 | 0.51 |
Susan Mullins | 2,232,707 | 3.36 | 2,232,707 | 3.73 |
존 멀린 | 1,626,213 | 2.44 | 1,626,213 | 2.72 |
Mark Mullins | 1,105,000 | 1.66 | 1,105,000 | 1.85 |
Jacob Mullins | 2,220 | 0.003 | 2,220 | 0.004 |
Joseph Mullins | 2,220 | 0.003 | 2,220 | 0.004 |
Louis Mullins | 2,220 | 0.003 | 2,220 | 0.004 |
Best Acumen Limited (Chen-Tai Lin and Shu-Hsiang Wu)* | 3,446,559 | 5.18 | 3,446,559 | 5.76 |
금액 | 22,366,436 | 33.614 | 22,366,436 | 37.349 |
* Shares held by Best Acumen Limited, an entity owned and controlled by Chen-Tai Lin and Shu-Hsiang Wu.
Shareholders should note that any further increase in the interests of the Concert Party in the Ordinary Shares of the Company, which increases the percentage of the voting rights in which they are interested, whether collectively or individually, other than as a result of the purchase of Ordinary Shares pursuant to the Proposed Buy-Back Authority will be subject to the provisions of Rule 9. Whether or not the Waiver Resolution is passed by the Independent Shareholders, members of the Concert Party will not be restricted from making an offer for the Company.
제안된 환매권 행사의 결과로 회사의 의결권에 대한 콘서트 파티의 지분이 증가하는 경우, 그들은 규칙 9에 따른 의무를 유발하지 않고는 회사 주식에 대한 더 이상의 지분을 취득할 수 없습니다. .
The Waiver described in the Waiver Resolution, applies only in respect of increases in the percentage interest of the Concert Party resulting from purchases by the Company of its own shares under the Proposed Buy-Back Authority and not in respect of any other increases in the Concert Party's interests in Ordinary Shares by any other means.
4. The intentions of the Concert Party
콘서트 파티 구성원들은 회사가 변경을 모색하기 위해 보통주를 환매한 결과 보통주에 대한 지분율 또는 의결권이 증가함에 따라 제안하지 않는다는 것을 각각 회사에 확인했습니다. 이사회의 구성 또는 회사 사업의 일반적인 성격.
콘서트파티 구성원 역시 회사의 미래 사업, 사업장 소재지, 임직원(및 자회사)의 고용 유지와 관련하여 어떠한 변경도 할 의사가 없음을 각각 확인했습니다. ) 회사의 보통주 매입으로 인해 보통주에 대한 지분율 또는 의결권이 증가한 결과로 인해 회사의 고정 자산이 재배치되지 않습니다. 증가.
The Company intends for its Ordinary Shares to remain admitted to AIM in the event the Proposed Buy-Back Authority is exercised in whole or in part at any point within the authority being requested.
There have been no changes to the relationship agreement entered into between the Company and each of Nick Jarmany, Gary Mullins and Chen-Tai Lin on 14 May 2013.
5. Current Trading and Prospects
In the audited final results for the year ended 31 December 2023 released on 13 March 2024, Nexteq provided the following trading update on current trading:
· "The Group entered 2024 with confirmed order book covering five months revenue.
· Strong balance sheet with net cash position and good operational liquidity; supported by good cash generation, positioning the Group for future organic and strategic acquisitive growth.
· The Board is confident in meeting market expectations for 2024 with the typical second half weighting."
6. General Meeting
A notice convening the General Meeting to be held at 11.00 a.m. on 16 April 2024 is set out at the end of the Circular.
Owing to their interests in it, the Concert Party members will not be voting on the Waiver Resolution in respect of their combined interests of 22,366,436 Ordinary Shares representing 33.614 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2024, being the last practicable date prior to the publication of this announcement.
7. 취해야 할 조치
Please note that a hard copy form of proxy has been included with the Circular. If you would like to vote on the Resolutions to be proposed at the GM, you are requested to vote in accordance with the instructions printed below as soon as possible.
In the case of CREST members, Shareholders should record their proxy appointment by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Notes on page 22 of the Circular.
The instrument appointing a proxy must reach the Company's registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD by no later than 11.00 a.m. on 12 April 2024.
8. 추천
환매 결의
The Directors recommend all Shareholders to vote in favour of the Repurchase Resolution to be proposed at the GM, as they intend to do in respect of their own beneficial holdings of Ordinary Shares which, as at 27 March 2024, being the last practicable date prior to the publication of this announcement in aggregate, amount to 13,815,536 Ordinary Shares representing approximately 20.76 per cent. of the existing issued ordinary share capital of the Company. The Directors consider the proposals to be in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole.
포기 해결
The Independent Directors who have been so advised by Cavendish, believe that the Proposed Buy Back Authority and the Waiver Resolution are fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, Cavendish has taken into account the Independent Directors' commercial assessments.
Accordingly, the Independent Directors recommend all Independent Shareholders vote in favour of the Waiver Resolution as they intend to do in respect of their own beneficial holdings of Ordinary Shares which, as at 27 March 2024, being the last practicable date prior to the publication of this announcement, in aggregate amount to 468,720 Ordinary Shares, representing approximately 0.7 per cent. of the existing issued ordinary share capital of the Company (exclusive of treasury shares).
As detailed above, the Concert Party is considered to be interested in the outcome of the Waiver Resolution. Accordingly, no Director who is also a member of the Concert Party (being Nick Jarmany and Gary Mullins) has participated in the Independent Directors' recommendation and no member of the Concert Party will vote on the Waiver Resolution.
RNS는 귀하의 IP 주소를 사용하여 약관 준수 여부를 확인하고, 귀하가 이 커뮤니케이션에 포함된 정보를 사용하는 방식을 분석하고, 그러한 분석을 익명으로 다른 사람과 상용 서비스의 일부로 공유할 수 있습니다. RNS와 런던 증권 거래소가 귀하가 제공한 개인 데이터를 사용하는 방법에 대한 자세한 내용은 개인 정보 보호 정책을 참조하십시오.