Market Tracker monthly round-up—January 2018

Monthly round-up of the latest corporate announcements in January 2018, including an offer for UBM plc by Informa plc, an offer for MayAir Group plc by Poly Glorious Investment Group Limited, an offer for GKN plc by Melrose Industries plc, and an offer for Lombard Risk Management plc by Vermeg Group N.V., secondary offers by Entertainment One Limited, Oncimmune Holdings plc, Blue Prism Group plc, Dechra Pharmaceuticals plc, ImmuPharma plc, APQ Global Limited, Petro Matad Limited, Saffron Energy plc, Cineworld Group plc, XLMedia plc, Taptica International Limited and Velocys plc, delistings by London Capital Group Holdings plc, Damille Investment II Limited and Alpha Returns Group plc, reorganisations by Ingenta plc, SSP Group plc, OptiBiotix Health plc and ReNeuron Group plc, returns of value by SSP Group plc, Great Portland Estates plc, Computacenter plc, Craneware plc, and Rightmove plc, and 8 AGM notices.
The information contained in the weekly round up is republished in the monthly round up at the end of the month. To access previous announcements please visit the Corporate homepage.
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New deals (and AGMs) announced:

AGMs

Announcement date Company Industry sector Key information
31 January 2018 Centamin plc Mining, metals & extraction Centamin has announced that its 2018 AGM will be held on 26 March 2018.
28 January 2018 Rio Tinto plc Mining, metals & extraction Rio Tinto has announced that its 2018 will be held in London on 11 April 2018, with Rio Tinto Limited holding its 2018 AGM in Melbourne on 2 May 2018.
23 January 2018 SSP Group plc Travel, hospitality, leisure & tourism SSP Group has announced that its 2018 AGM will be held on 27 February 2018.
23 January 2018 CareTech Holdings plc Healthcare CareTech Holdings has announced that its 2018 AGM will be held on 6 March 2018.
19 January 2018 RWS Holdings plc Professional services RWS Holdings has announced that its 2018 AGM will be held on 13 February 2018.
19 January 2018 Watkin Jones plc Construction Watkin Jones announced that its 2018 AGM will be held on 13 February 2018.
12 January 2018 Paragon Banking Group plc Financial services Paragon Banking announced that its 2018 AGM will be held on 15 February 2018.
3 January 2018 Numis Corporation plc Investment Numis Corporation has announced that its 2018 AGM will be held on 2 January 2018.

Delistings

Announcement date Delisting company Industry sector Key information
29 January 2018 Damille Investments II Limited Investment Damille Investments II Limited is a closed-ended investment company, whose shares have been admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market for Listed Securities. The Company has announced that it will be asking shareholders to vote the Company into members’ voluntary liquidation at the end of March 2018.
On 4 March 2016, the Company’s shareholders voted against the continuation of the business as a closed-ended investment trust. Since that date, the directors have commenced an orderly realisation of the Company’s assets for cash, which they have periodically returned to shareholders by means of a pro-rated compulsory redemption of a portion of each shareholders’ shares.
At a board meeting on 29 January 2018, the board has resolved that, subject to shareholders’ approval, the Company’s final investment assets will be either realised or distributed to shareholders in specie, with a final distribution via a compulsory redemption of a portion of each shareholders’ shares being made in late March.
Further details will be included in the Company’s 2017 annual financial report.
17 January 2018 Alpha Returns Group plc Professional services The directors of Alpha Returns Group have announced that it is not possible for the Company to appoint a nominated adviser within the time frame provided under the AIM rules. As such, the Company has announced the cancellation of its listing on AIM, with effect from 7am on 22 January 2018..
Following the Cancellation, the ordinary shares in the company will remain transferable via a matched bargain settlement facility set up with JP Jenkins. JP Jenkins is a trading division of Peterhouse Corporate Finance Limited, authorised and regulated by the Financial Conduct Authority. Shareholders wishing to buy or sell ordinary shares through JP Jenkins must do so via a stockbroker.
8 January 2018 London Capital Group Holdings plc Investment Following a previous announcement on 22 December 2017, London Capital Group Holdings announced its decision to seek shareholder approval to cancel the admission of its ordinary shares to trading on AIM, and for the ordinary shares to be admitted solely to trading on the NEX Exchange.
Cancellation is conditional upon the consent of not less than 75 per cent of shareholder votes at the General Meeting on 6 February 2018; however, shareholders should note that the Company’s largest shareholder, GLIO Holdings, has an interest in 78.14 per cent of the Company’s ordinary share capital and has indicated that it intends to vote in favour of the Resolution.
The Company’s rationale for seeking cancellation include disproportionate costs associated with maintaining admission of ordinary shares to trading on AIM and very limited liquidity exacerbated by the Company’s small free float. It has been concluded that the NEX Exchange would be a more appropriate market, enabling shareholders to continue trading in their ordinary shares.
It is anticipated that trading in the ordinary shares on AIM will cease at the close of business on 13 February 2018, with cancellation taking effect at 7.30 am on 14 February 2018. The ordinary shares were admitted to trading on the NEX Exchange on 14 December 2017.

LR/AIM Rules transactions

Announcement date Company Industry sector Key information
29 January 2018 Entertainment One Limited Media & telecommunications Entertainment One has announced a related party transaction under the Listing Rules.
26 January 2018 Craneware plc Computing & IT Craneware has announced a related party transaction under the AIM rules.
23 January 2018 APQ Global Limited Financial services APQ Global has announced a related party transaction under the AIM rules.
19 January 2017 Petro Matad Limited Oil & gas Petro Matad has announced a related party transaction under the AIM rules.
15 January 2018 Velocys plc Oil & gas Velocys has announced a related party transaction under the AIM rules.
4 January 2018 NMC Health plc Healthcare NMC Health has announced a related party transaction under the Listing Rules.

Reorganisations

Announcement date Company Industry sector Key information
26 January 2018 Ingenta plc Computing & IT Ingenta has announced a proposed capital reduction of the Company’s share premium account. The Company has announced a general meeting to be held at 10.30 am on 19 February 2018, for the purpose of approving the capital reduction by means of a special resolution.
The special resolution proposes to cancel the Company’s share premium account, with a view to creating distributable reserves. No specific decision has been taken as to the use of any such distributable reserves, but the proposed capital reduction would have the effect of increasing the Company’s flexibility to pay dividends, to facilitate any prospective buyback of shares or to provide flexibility for any other matter requiring the distribution of the Company’s distributable reserves.
25 January 2018 SSP Group plc Travel, hospitality, leisure & tourism SSP Group has announced the payment of a special dividend of 20.9 pence per existing ordinary share. It is proposed that payment of the special dividend be accompanied by a consolidation of the Company’s ordinary share capital.
Under the proposed share consolidation, the existing ordinary shares will be sub-divided and consolidated so that shareholders will receive 30 new ordinary shares for every 31 existing ordinary shares held at the record time. The nominal value of each new ordinary share will be 1 1/30 pence.
Unless a shareholder elects otherwise, fractions of new ordinary shares arising from the share consolidation will be aggregated and sold in the market, with the proceeds being distributed to the SSP Foundation (a charitable organisation set up by SSP Group plc).
Shareholders will own the same proportion of the Company as they did before the share consolidation, as far as possible.
8 January 2018 OptiBiotix Health plc Pharmaceuticals & biotechnology OptiBiotix Health announced that it is seeking shareholder approval to undertake a capital reduction. This is to allow the Company to make future dividend payments.
As at 31 May 2017, the Company had retained losses of £4.9 million. On 23 October 2017, the High Court sanctioned a capital reduction pursuant to which all issued A deferred shares of 19 pence each, issued B deferred shares of 0.9 pence each and issued C deferred shares of 0.09 pence each were cancelled and extinguished. This capital reduction was written off against retained losses. However, the Company’s unrealised gain on valuations of investment of £3.8 million was not deemed to be distributable, so the Company continues to have a negative distributable reserves position.
The Company has, however, built up a substantial Share Premium Account with a current credit balance of £6.3 million. The Company is seeking shareholder approval to cancel the Share Premium Account in its entirety which will enable the Company to eliminate the retained losses and create distributable reserves, allowing the Company to pay dividends in due course, should it be appropriate to do so. This is subject to confirmation from the High Court.
Shareholders will vote on the resolution to cancel the Share Premium Account at a General Meeting on 25 January 2018.
5 January 2018 ReNeuron Group plc Pharmaceuticals & biotechnology ReNeuron has announced a proposed share capital reorganisation of its existing ordinary share capital in order to create a capital structure more conducive to attracting new institutional investors and to increase the marketability of the Company’s shares.
The Company will reduce the number of issued ordinary shares in the Company by a factor of 100, whilst increasing the trading price of each existing ordinary share. The Company currently has 3,164,618,541 existing ordinary shares in issue. The Company Secretary will firstly subscribe for 59 new ordinary shares, to ensure the issued share capital is exactly divisible by 100. The existing ordinary shares will then be sub-divided to ensure that following completion of the consolidation, the nominal value of each new ordinary share is 1 pence. This will involve a sub-division of each existing ordinary share of 1 pence each into one interim ordinary share of 0.01 pence each and one new deferred share of 0.99 pence, followed by a consolidation of every 100 interim ordinary shares of 0.01 pence into one new consolidation ordinary share of 1 pence.
All fractional entitlements will then be sold and the Company’s new deferred shares of 0.99 pence each will be subject to a buy-back and will then be cancelled.
Following completion of the share capital reorganisation, the Company will have in issue 31,646,186 new consolidated ordinary shares of 1 pence each in nominal value.

Returns of value to shareholders

Announcement date Company Industry sector Key information
29 January 2018 SSP Group plc Travel, hospitality, leisure & tourism SSP Group have announced its intention to return c.£100million to shareholders by way of a special dividend. The company’s directors have approved the decision to recommend a special dividend, subject to shareholder approval at the AGM on 27 February 2018.
The amount of the special dividend is 20.9 pence per existing ordinary share. The special dividend will be paid on 27 April 2018 to shareholders on the register of members of the company at 6:00pm on 13 April 2018.
The special dividend will be accompanied by a consolidation of the company’s ordinary share capital.
25 January 2018 Great Portland Estates plc Investment
Property
Great Portland Estate has announced that the company intends to make a return of capital to shareholders by way of a tender offer. Great Portland Estates plc announced an invitation to holders of its outstanding £150,000,000 5.625 per cent First Mortgage Debenture Stock (£100,000,000 of which was issued on 26 January 1999 and a further £50,000,000 of which was issued on 31 January 2007 and consolidated to form a single series with the original issue) to tender their Bonds for purchase by Great Portland Estates plc for cash.
The tender offer commences on 25 January 2018 and the non-retail tender deadline is 5:00pm on Thursday 1 February 2018.
The purpose of the tender offer is to proactively manage the company’s capital structure and reduce interest expense. Any bonds accepted for repurchase will be cancelled and not re-issued or re-sold.
23 January 2018 Computacenter plc Computing & IT Computacenter has announced that the company intends to make a return of capital of up to £100 million to shareholders by way of a tender offer. Up 8, 547, 008 ordinary shares will be purchased under the tender offer, representing approximately 6.97% of the company’s issued share capital.

The tender offer is being made available to all qualifying shareholders who are on the Register at 6.00 p.m. on 9 February 2018.
The tender offer will close at 3.00 p.m. on 9 February 2018 and tenders received after that time will not be accepted (unless the Closing Date is extended).
The tender offer requires the authority of shareholders, which will be sought at the company’s annual general meeting on 12 February 2018.

16 January 2018 Craneware plc Computing & IT Craneware has announced a programme to return £15 million to shareholders by way of a buyback programme of no more than 1,348,085 ordinary shares.
The programme is eligible to shareholders who are on the company’s register at 6pm on 15 January 2018 and will close to shareholders at 1pm on 22 January 2018. The result of the share buyback programme will be announced on 23 January 2018.
2 January 2018 Rightmove plc Computing & IT Property Rightmove announced that it has commenced an irrevocable, non-discretionary programme to purchase shares on its own behalf, for cancellation, during its close period.
The programme commences from the start of business on 2 January 2018 until the close of business on 22 February 2018.
The maximum pecuniary amount allocated to the buy-back programme is £23,000,000 and the maximum number of shares that will be purchased is 511,111, for the purpose of shareholder returns.

Secondary offers

Announcement date Issuer Industry sector Key information
29 January 2018 Entertainment One Limited Media & telecommunications Entertainment One has announced  a non pre-emptive cash placing of new common shares in the company to institutional investors to raise up to £53m (approximately US$75m), before expenses, which represents approximately 4% of the company's market capitalisation based on the company's market capitalisation as of 26 January 2018.
29 January 2018 Oncimmune Holdings plc Pharmaceuticals & biotechnology Oncimmune Holdings has announced  it has entered into the licence agreement and completed on the £7m equity subscription with Genostics Company Limited. This is the first tranche of a total £10m equity investment in Oncimmune which was agreed as part of a license, distribution, manufacturing and future development agreement for all products related to Oncimmune's EarlyCDT® platform for the People's Republic of China announced on 2 January 2018.
25 January 2018 Blue Prism Group plc Computing & IT Blue Prism Groupannounced  a primary placing of 3,174,604 new ordinary shares of one penny each in the capital of the company at a price of 1,260 pence per share in order to support its global growth.
In addition, the company announced that an executive director, a person discharging managerial responsibilities, intended to sell an aggregate of approximately 2,333,333 existing ordinary shares at the placing price to raise approximately £30 million (before expenses).
25 January 2018 Dechra Pharmaceuticals plc Pharmaceuticals & biotechnology Dechra Pharmaceuticals has announced  a placing with institutional investors of 5,121,952 new ordinary shares of 1 pence each in the capital of the company at a price of 2050 pence per placing share, representing approximately 5.5%. of its existing issued share capital.
The proceeds of the placing will be used to part fund a conditional acquisition agreement to acquire AST Farma and Le Vet for a total consideration of €340.0 million on a debt-free and cash-free basis.
The placing is being conducted through an accelerated bookbuilding process which will be launched with immediate effect.
Investec Bank plc is acting as sole bookrunner to the company in connection with the placing. The placing is being fully underwritten by Investec on, and subject to, the terms of the placing agreement between the company and Investec.
24 January 2018 ImmuPharma plc Pharmaceuticals & biotechnology ImmuPharma has announced that, in response to institutional demand, it has completed a fundraise totalling £10 million (before expenses) via a placing of 6,944,445 new ordinary shares of 10p each in the Company at a price of 144p per share with new and existing investors.
23 January 2018 APQ Global Limited Financial services APQ Global has announced it has successfully raised £10,207,300 through the issue of 1,982 units of 3.5%. convertible unsecured loan stock 2024 in denominations of £5,000 nominal each, at an issue price of £5,150 per unit.
19 January 2018 Petro Matad Limited Oil & gas Petro Matad has announced the successful completion of a £11.5 million (US$16 million) placing of 127,420,294 new ordinary shares with new institutional investors and a subscription for 59,167,335 new ordinary shares by existing shareholders and directors of the company.
The new ordinary shares will represent, in aggregate, approximately 35.9% of the company's issued ordinary share capital immediately following admission.
17 January 2018 Cineworld Group plc Travel, hospitality, leisure & tourism Cineworld Group has announced a fully underwritten rights issue, which is intended to raise proceeds of approximately £1.7 billion to be used to fund part of the cash consideration for Cineworld to acquire, for cash, the entire issued and to be issued share capital of Regal Entertainment Group. The offer is to be made at 157 pence per new ordinary share.
Pursuant to the rights issue, the company is proposing to offer 4 new ordinary shares by way of rights to holders of Cineworld ordinary shares as at the close of business on 31 January 2018.
The rights issue price represents a discount of approximately 34% to the theoretical ex-rights price based on the closing middle-market price of 563.5 pence per existing ordinary share on 16 January 2018 (being the last business day before the announcement of the terms of the rights issue).
16 January 2018 Saffron Energy plc Oil & gas Saffron Energy has announced that it  intends to issue new equity to institutional and other qualified investors to raise up to £14 million.
The company also intends to offer existing shareholders the opportunity to participate in an open offer of new ordinary shares to raise approximately £2 million.
16 January 2018 XLMedia plc Media & telecommunications XLMedia has announced a placing of up to 16 million new ordinary shares at a price of 198 pence per ordinary share, raising gross proceeds of approximately £31.7 million. The placing shares represent approximately 7.8% of the company's current issued share capital.
15 January 2018 Taptica International Limited Media & telecommunications Taptica International has announced its intention to conduct an accelerated bookbuild to raise gross proceeds of approximately £39.8 million (USD 55 million) by way of a conditional placing of ordinary shares of 0.72 pence (0.01 cents) in the Company.
15 January 2018 Velocys plc Energy & utilities Velocys has announced that it intends to raise
approximately £18.4 million (gross) by way of a firm placing and placing and open offer.

Takeovers

Announcement date Deal Industry sector Key information
30 January 2018 UBM plc offer by Informa plc Media & telecommunications Informa has announced a firm offer for UBM plc to combine both businesses. This will be structured by a way of a scheme of arrangement.
The firm offer follows from the possible approach announced by Informa plc on 16 January 2018. See deal summary:
UBM plc—possible offer by Informa plc
The Offer will result in Informa Shareholders owning approximately 65.5% of the Enlarged Group and UBM Shareholders owning approximately 34.5% of the Enlarged Group.
26 January 2018 MayAir Group plc offer by Poly Glorious Investment Group Limited Engineering & manufacturing Poly Glorious has announced a recommended all-cash offer for AIM listed MayAir Group plc for £50.35 million structured by a scheme of arrangement. Poly Glorious is a wholly owned subsidiary of T&U Investment Co., Ltd.
17 January 2018 GKN plc offer by Melrose Industries plc Automotive Melrose Industries announced a firm offer for GKN following their unsolicited possible offer announced on 8 January 2018. The firm offer will be structured by way of a contractual offer.
GKN’s Board unanimously rejected the possible offer because it fundamentally undervalued GKN.
This is a hostile offer as the terms of the firm offer remain unchanged GKN’s announcedtheir rejection of the firm offer.
16 January 2018 UBM plc possible offer by Informa plc Media and telecommunications UBM announced a potential combination of its business with Informa.The PUSU deadline is 13 February 2018.
12 January 2018 GKN plc possible offer by Melrose Industries plc Automobiles GKN announced a possible offer under rule 2.4 by Melrose Industries.GKN confirms it rejected Melrose unsolicited approach as it undervalued its principles and future prospects.
The offer would be valued at 20% cash at 405 pence per share and 80% of Melrose new shares.
11 January 2017 Lombard Risk Management plc offer by Vermeg Group N.V. Computing & IT Vermeg announced a recommended all cash-offer for Lombard Risk Management by way of a scheme of arrangement.The offer is valued at £52.08 million and each Scheme shareholder will receive 13 pence in cash for each Ordinary Share.
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