Market Tracker weekly round-up—1 February 2019

Market Tracker weekly round-up—1 February 2019

Weekly round-up of the latest corporate announcements, including a possible offer by Berry Global Group, Inc for RPC Group plc, a possible offer by Taptica International Limited for RhythmOne plc a recommended cash offer by PT Medco Energi Internasional Tbk for Ophir Energy plc, a formal sale process by Utilitywise plc, a potential IPO by DWF Group Limited, a secondary offer by Low & Bonar plc, a transfer from the Main Market to AIM by United Oil & Gas plc, a related party transaction by SigmaRoc plc, returns of value by Diageo plc, Vodafone Group plc and SSE Energy plc, a delisting of Crusader Resources Limited, capital reorganisations by Boxhill Technologies plc and MXC Capital Limited, and an AGM notice from CareTech Holdings plc.

The weekly round-up covers all deals announced within our statement of scope until 12 noon on the Friday of the previous week. Any deals announced after this time will be included in the following day's round-up.

All transactions covered in this update are available on the Market Tracker deal analysis tool containing over 4,600 public company deal summaries.

The Market Tracker weekly bulletin looks in more detail at the latest transaction developments, mini trends and analysis of corporate deal documents. For trend reports and other analysis see our Trend Reports subtopic.

New deals (and AGMs) announced:


Announcement dateCompanyIndustry sectorKey information
29 January 2019CareTech Holdings plcHealthcareCareTech Holdings has announced that its 2019 AGM will be held on 5 March 2019.

Capital reorganisations

Announcement dateCompanyIndustry sectorKey information
1 February 2019MXC Capital LimitedFinancial ServicesMXC Capital has announced a proposed share consolidation, whereby every 50 of the company’s existing ordinary shares will be consolidated into one new ordinary share. The company’s directors are of the opinion that it is in the best interests of the company to have a more manageable number of issued ordinary shares and to have a higher share price.
The proposed share consolidation is subject to shareholder approval at the company’s AGM on 14 February 2019.
30 January 2019Boxhill Technologies plcTravel, Hospitality, Leisure & TourismBoxhill Technologies has announced a proposed share capital restructuring. This will consist of a sub-division of the company’s ordinary shares, whereby one ordinary share will be divided into one interim ordinary share of 0.001 pence each and one deferred share of 0.099 pence each. Every 1,000 interim ordinary shares will then be consolidated into one new ordinary share of 1 pence each. The deferred shares are expected to have no value. The company’s board are of the opinion that the capital reorganisation will improve the liquidity and perception of the company’s shares. 
The capital reorganisation is subject to shareholder approval at the company’s GM, expected to be in February 2019.


Announcement dateDelisting companyIndustry sectorKey information
30 January 2019Crusader Resources LimitedMining, Metals & ExtractionCrusader Resources has announced an intention to cancel the admission of its ordinary shares to trading on AIM. 
The company’s board has considered the company’s ongoing funding requirement to continue as a going concern, its need to raise substantial further funds to progress its projects and the costs associated with maintaining its AIM listing. Due to these factors, the board regard it to be in the best interests of the company and its shareholders as a whole to delist.
The delisting is subject to shareholder approval at the company’s GM on 28 February 2019.


Announcement dateIssuerIndustry sectorKey information
31 January 2019DWF Group LimitedProfessional ServicesDWF Group announced a potential intention to float on the Main Market.
The company confirmed that a planned reorganisation of its structure and governance will take place before it confirms its IPO plans.
More information is expected in due course.

LR/AIM Rules transactions

Announcement dateCompanyIndustry sectorKey information
28 January 2019SigmaRoc plcConstructionSigmaRoc announced a related party transaction under the AIM Rules.

Returns of value to shareholders

Announcement dateCompanyIndustry sectorKey information
1 February 2019SSE Energy plcEnergy & UtilitiesSSE has announced a discretionary share buyback. The company have entered into an agreement to sell a number of wind farms. Upon completion of the sales, up to £200 million of the proceeds will be returned to shareholders.
The return of value will be undertaken in accordance with the authority granted by shareholders at the company’s most recent AGM.
31 January 2019Diageo plcFood & BeveragesDiageo has announced a share buyback programme to return £660 million to shareholders. This is an extension to the share buyback programme initially announced in July 2018, bringing the total programme value up to £3.0 billion. In the six months ended 31 December 2018, 46.5 million shares were repurchased by Diageo for an aggregate consideration of £1.275 billion.
28 January 2019Vodafone Group plcMedia & TelecommunicationsVodafone Group has announced a new irrevocable and nondiscretionary share buyback programme. In February 2016, Vodafone Group issued a two-tranche mandatory convertible bond. The second tranche is due to mature in February 2019. The sole purpose of the announced share buyback is to avoid an increase in the issued share capital of the company as a result of the maturing of the second tranche.
The maximum pecuniary amount allocated to the programme is £1.5 billion. 
Any share purchases will be made by the company in accordance with the general authority granted by shareholders at the company’s most recent AGM. 

Secondary offers

Announcement dateIssuerIndustry sectorKey information
30 January 2019Low & Bonar plcFinancial ServicesLow & Bonar announced a placing and open offer to raise £54 million in gross proceeds, by way of a fully underwritten firm placing and open offer of 359,649,707 new shares at 15 pence per share.
The offer price represents a 17.1% discount to the closing price. 
The opportunity to apply for open offer shares at the offer price will be on the basis of 106 open offer shares at 15 pence per open offer share for every 107 existing shares.
The placing and open offer is conditional upon shareholder approval of resolutions at the company’s General Meeting. The General Meeting will be held on 19 February 2019.


Announcement dateDealIndustry sectorKey information
31 January 2019RPC Group plc offer by Berry Global Group, Inc.Engineering & ManufacturingBerry Global announced that it is considering a possible offer in cash for RPC and has requested due diligence information from RPC.The PUSU deadline is to be determined.
The possible offer is a potential competing offer to the offer for RPC by Apollo Global Management, LLC announced on 23 January 2019.
30 January 2019Ophir Energy plc offer by PT Medco Energi Internasional TbkOil & GasOphir Energy announced a recommended cash offer for the entire issued and to be issued share capital of Ophir Energy by Medco Energi Global PTE Ltd, a wholly owned subsidiary of PT Medco Energi Internasional Tbk, structured by way of a scheme of arrangement.The offer is valued at £390.6 million at 55 pence per Ophir Energy share.
The firm offer follows from the possible offer announced by PT Medco Energi Internasional Tbk on 2 January 2019.
30 January 2019RhythmOne plc possible offer by Taptica International LimitedComputing & ITRhythmOne announced that it is in discussions regarding a possible all-share offer for RhythmOne by Taptica International.The PUSU deadline is on 26 February 2019.
28 January 2019Utilitywise plcProfessional servicesUtilitywise announced that the board has decided to review all the Group's strategic options in order to deliver maximum value for its stakeholders. The strategic review will includes a formal sale process.

Transfers from the Main Market to AIM

Announcement dateIssuerIndustry sectorKey information
31 January 2019United Oil & Gas plcMining, Metals & ExtractionUnited Oil and Gas announced its intention to apply for the company’s shares to be admitted to trading on AIM, and cancel the company’s listing on the Main Market.
The company expects that the last day of dealings of shares on the Main Market will be 27 February 2019. The company’s listing on AIM will commence on 28 February 2019.


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