Market Tracker weekly round-up—10 February 2017

Weekly round-up of the latest corporate announcements, including a £37.3 million offer for FIH Group plc by Staunton Holdings Limited, secondary offers by Learning Technologies Group plc, Redx Pharma plc and RPC Group plc, returns of value to shareholders by Rio Tinto plc, Taihua plc and Terra Capital plc, LR/AIM Rules transactions by Reckitt Benkiser Group plc and Learning Technologies Group plc, and an AGM notice from Ocado Group plc.

New deals announced:

AGMs

Announcement date Company Key information
8 February 2017 Ocado Group plc Ocado announced that its 2017 AGM will be held on 13 May 2017.

LR/AIM Rules transactions

Announcement date Company Key information
10 February 2017 Reckitt Benkiser Group plc Reckitt Benkiser announced a class 1 transaction under the Listing Rules.
3 February 2017 Learning Technologies Group plc Learning Technologies announced a related party transaction under Rule 13 of the AIM Rules.

Returns of value to shareholders

Announcement date Company Key information
8 February 2017 Rio Tinto plc Rio Tinto announced that it will commence a US$500 million share buy-back programme. The programme is expected to be completed over the period from 1 March 2017 to 31 December 2017. Any shares repurchased will be immediately cancelled.
6 February 2017 Taihua plc Taihua announced the terms of a proposed tender offer. Under the tender offer, each eligible shareholder is entitled to have up to approximately 22.536802% of their shareholding purchased at the tender price of 3.28 pence per share, with the potential to tender a greater number of shares depending on the number of shares tendered by other shareholders.
The tender price represents a premium of 4.96% to the closing mid-market price of 3.125 pence per share on 3 February 2017. The tender offer is being made available to all shareholders who are on the register at the close of business on 20 February 2017, with the exception of holders in certain overseas jurisdictions.
3 February 2017 Terra Capital plc Terra Capital announced a tender offer of up to 6,829,924 ordinary shares at a tender price of US$ 0.98 per ordinary share, representing 10% of the issued ordinary share capital of the company held by eligible shareholders on 30 December 2016.
During the last nine months of 2016 the company's ordinary shares traded at a discount in excess of 12% of the net asset value per ordinary share. Pursuant to the discount control measures adopted by the company in January 2016 this has triggered an obligation on the company to implement a tender offer whereby each eligible shareholder (being a shareholder on the register on 1 April 2016) shall be offered the opportunity to tender up to 10% of the ordinary shares (if any) held by the eligible shareholder on the record date at a price equal to 97% of the net asset value per ordinary share as at 31 December 2016 less the direct costs (including any realisation costs) of making the tender offer.

Secondary offers

Announcement date Issuer Key information
9 February 2017 Redx Pharma plc Redx Pharma announced a placing and subscription of up to 20,500,000 placing shares and 11,500,000 subscription shares, respectively, both at a issue price of 37.5 pence per share. The net proceeds of the placing and subscription are expected to be approximately £11.15 million.In addition to this, an open offer for all qualifying shareholders is being provided, to raise up to a further £2.93 million before expenses, on a basis of 1-for-12 existing ordinary shares, held on the record date, also at the price of 37.5 pence per share.
The issue price of 37.5 pence represents a discount of approximately 9.6% to the price of 41.5 pence per existing ordinary share, being the closing price on the business day prior to the announcement of the transaction.
The issue of the placing shares, subscription shares and the open offer are conditional, inter alia, on the passing by shareholders of certain resolutions at a general meeting of the company, which is being convened for 10:00 am on 27 February 2017.
9 February 2017 RPC Group plc RPC Group announced an acquisition and fully-underwritten rights issue of 82,954,687 new ordinary shares at an issue price of 665 pence each on the basis of 1-for-4 existing ordinary shares held on the record date, to raise gross proceeds of approximately £552 million.The issue price of 665 pence represents a discount of 37.2% to the middle market closing price of 1,059 pence per ordinary share on 8 February 2017, being the last business day before the announcement of the rights issue.
The rights issue is not conditional upon the completion of the acquisition of Letica Group, and will complete even if the acquisition itself does not complete.
The net proceeds of the rights issue, estimated to be £540 million, will provide most of the consideration for the proposed acquisition. Should the acquisition not complete, the net proceeds will be used for general corporate purposes and, where possible, acquisitions that fulfil the company's strategic objectives.
3 February 2017 Learning Technologies Group plc Learning Technologies Group plc announced a proposed placing of up to 124,000,000 placing shares at a price of 37.5 pence per ordinary share with existing and new institutional investors and certain directors, to raise approximately £46.5 million.The placing shares to be issued pursuant to the placing represent approximately 22.74% of the company's enlarge issued share capital.
The net proceeds of the placing, estimated at approximately £45.1 million, will be used to part-fund the consideration payable for the acquisition of NetDimensions (Holdings) Limited, an integrated enterprise talent management software platform provider.
The placing is subject to shareholder approval of the resolutions to be proposed at the general meeting, granting the authority to allot the placing shares and the power to disapply preemption rights with respect to the placing. The general meeting is expected to be held on 20 February 2017.

Takeovers

Announcement date Deal Key information
10 February 2017 FIH Group plc - offer by Staunton Holdings Limited Staunton announced a recommended all-cash offer for AIM-listed FIH Group, structured by way of a contractual offer.
Target shareholders are set to receive 300 pence per share, valuing the acquisition at approximately £37.3 million.
Staunton is an entity associated with Blackfish Capital Alpha Fund SPC, which holds 22.7% of the entire issued share capital of FIH Group.

The weekly round-up covers all deals announced from 2pm on the Monday of the previous week until 2pm on the Monday of the current week. Any deals announced after this time will be included in the following day's round-up.

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