RockRose today announces the result of the Tender Offer set out in the shareholder circular published by the Company on 23 October 2018 (the "Circular"). The Tender Offer closed at 1.00 p.m. on 21 November 2018.
Result of the Tender Offer
2,923,240 Ordinary Shares were validly tendered under the Tender Offer and, as a result, 95.2% of the Tender Offer was subscribed. The Basic Entitlement of all Shareholders who have validly tendered their Shares will be accepted in full and excess tenders will also be satisfied in full, meaning 100% of the excess Ordinary Shares validly tendered will be purchased. The total value of all Ordinary Shares purchased is £16,370,144.
It is anticipated that the proceeds payable under the Tender Offer to the Company's shareholders who hold their Ordinary Shares in certificated form will be despatched no later than 30 November 2018 in the form of a cheque. Those shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited no later than 30 November 2018.
As set out in the Circular, the Ordinary Shares will be purchased by Cantor Fitzgerald Europe pursuant to the Tender Offer and the Company will purchase such Ordinary Shares from Cantor Fitzgerald Europe under the terms of the Repurchase Agreement described in the Circular.
As notified to the market on 14 November 2018, pursuant to an exercise of warrants the number of Ordinary Shares in issue increased to 15,513,643 Ordinary Shares (at the time of the Circular the denominator was 15,360,310 Ordinary Shares).
The Company intends to cancel the Ordinary Shares purchased by it under the Repurchase Agreement, reducing the number of Ordinary Shares in issue from 15,513,643 Ordinary Shares to 12,590,403 Ordinary Shares (the "Cancellation"). Accordingly, following the Cancellation, which is expected to take place on or before 3 December 2018, 12,590,403 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interests in, the Company under the FCA's Disclosure Guidance and Transparency Rules (the "DTR Rules").
In accordance with rule 5.1.2(2) of the DTR Rules Andrew Austin, Executive Chairman of RockRose, has notified the Company that following the Cancellation, his total shareholding in the Company will continue to be 3,562,956 Ordinary Shares and, as a result of the Cancellation, his percentage shareholding of the Company's total issued share capital and total voting rights will increase from 23.2% to 28.3%.
The person who arranged for the release of this announcement on behalf of the Company was Andrew Austin, Executive Chairman.