The ReThink Group announce results of tender offer
As a result, all Qualifying Shareholders who have validly tendered their Ordinary Shares will be accepted in full. Therefore 31,353,038 Ordinary Shares will be purchased by Shore Capital at 5 pence per Ordinary Share under the Tender Offer and subsequently repurchased by the Company and cancelled.
Payment of the consideration due to Qualifying Shareholders whose tender was accepted by Shore Capital is expected to be despatched (by cheque or by a CREST payment, as appropriate) by no later than 16 December 2014. Balance certificates will be despatched in respect of non-tendered Ordinary Shares by no later than 16 December 2014.
Following the implementation of the Tender Offer and the cancellation, the Company will have 85,164,743 Ordinary Shares in issue.
Following the approval of the proposed De-Listing by Shareholders at the General Meeting, application has been made to the London Stock Exchange for the admission to trading on AIM of the Ordinary Shares to be cancelled, and Cancellation is expected to take effect at 7.00 a.m. on 9 December 2014.
Trading of the Ordinary Shares after Cancellation
The Company intends to put in place an electronic off-market dealing facility for the Ordinary Shares which will be administered by Asset Match, a firm authorised and regulated by the Financial Conduct Authority. The facility will allow Shareholders to trade their Ordinary Shares on a matched bargain and arm's length basis via periodic auctions to be held every three months.
The facility operates under its own code of practice which governs the behaviour of participants and the running of the auctions. This code of practice is available to view atwww.assetmatch.comand requires that, among other things, the Company:
• has management information systems and a sound system of internal controls appropriate to its size, so as to provide a reasonable basis for it to make informed decisions about its financial position and prospects
• has adopted a code of dealings in relation to the Shares for directors and their connected persons and relevant staff, based on the UK Listing Authority's Model Code on directors' dealings and
• provides all shareholder communications and submissions made to Companies House to be made available on the Company's page on the Asset Match website.
It is intended that this facility will be put in place shortly after the date of De-Listing, and will be available for at least one year from the date of Cancellation and reviewed thereafter. Further details will be made available after De-Listing on the Company's website at www.rethinkgroupplc.com and at www.assetmatch.com.