Goodwin PLC
(“Goodwin”, the “Company” or the “Group”)
Proposed Tender Offer of up to 180,000 Shares at £48.00 per Ordinary Share
Goodwin PLC (LSE: GDWN), announces that it is proceeding with a Tender Offer pursuant to which Qualifying Shareholders are invited to tender some or all of their Ordinary Shares at the Tender Price of £48.00 per Ordinary Share (“Tender Price“). The Tender Offer is for a maximum of 180,000 Ordinary Shares and the Tender Price represents:
· a premium of approximately 25 per cent. to the closing price of £38.55 per Ordinary Share on the Latest Practicable Date; and
· a premium of approximately 23 per cent. to the volume weighted average price per Ordinary Share over the one month to the Latest Practicable Date.
Qualifying Shareholders are not required to tender any or all of their Ordinary Shares if they do not wish to do so. Qualifying Shareholders have a Guaranteed Entitlement to tender approximately 2.34 per cent. of the Ordinary Shares held by them at the Record Date, rounded down to the nearest whole number.
The Company expects to post later today a circular (the “Circular“) to shareholders to provide information about the background to and reasons for the Tender Offer and why the Board considers that the Tender Offer is in the best interests of the Company and Shareholders as a whole and unanimously recommends they vote in favour of the Resolutions to be proposed at the General Meeting, as the Directors have irrevocably undertaken to do for their respective individual beneficial holdings of, in aggregate, 310,371 Ordinary Shares, representing approximately 4.04 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date.
The implementation of the Tender Offer, along with any subsequent potential share buyback if the Tender Offer is not taken up in full, requires Shareholder approval by way of an ordinary resolution. The Resolutions will be proposed at the General Meeting of the Company to be held at Crewe Hall, Weston Road, Crewe, Cheshire CW1 6UZ on 30 May 2023 at 10.00 a.m. (the “General Meeting”). The Company will not be able to purchase any Ordinary Shares pursuant to the Tender Offer unless the Resolutions are duly passed.
The Circular also contains further details on the procedure that should be followed by those Qualifying Shareholders wishing to participate in the Tender Offer.
A copy of the Circular will be published on the Company’s website later today at www.goodwin.co.uk and copies of the Circular will also be submitted to the National Storage Mechanism and be available for inspection at www.morningstar.co.uk/nsm. A Tender Form for use by Shareholders who hold their Ordinary Shares in certificated form in connection with the Tender Offer is also being despatched with the Circular. Capitalised terms used but not defined in this announcement will have the same meaning given to them in the Circular.
The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at the Record Date.
The Tender Offer is to be effected by Shore Capital Stockbrokers Limited (“Shore Capital“) (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. Shore Capital, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price under a repurchase agreement (the “Repurchase Agreement“), details of which are set out further below. All Ordinary Shares purchased by the Company from Shore Capital pursuant to the Repurchase Agreement will be cancelled.
The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself. Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company’s prospects and their own individual circumstances, including their tax position. Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.
This summary should be read in conjunction with the full text of this announcement and the Circular.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.
The person responsible for arranging the release of this announcement on behalf of the Company is Timothy Goodwin, Chairman.
BACKGROUND TO, REASONS FOR AND BENEFITS OF THE TENDER OFFER
Background to and reasons for the Tender Offer
The Board continually reviews the Company’s capital allocation to maximise long-term returns to Shareholders. Whilst the Board continues to explore further growth opportunities, due to the strong cash generation of the Company, its robust balance sheet, coupled with recent growth in workload, as highlighted in its interim results for the six months ended 31 October 2022, the Company has a sufficiently high level of funds available to it that is surplus to its short-term requirements. As such, the Board has decided to provide Qualifying Shareholders with the opportunity of returning value to them through a capital distribution in addition to the existing dividend policy.
The Board considers that a Tender Offer would be the most suitable way of returning capital to Shareholders in a quick and efficient manner, taking into account the costs, complexity and timeframes of other methods, as well as the possible tax treatment and equality of treatment of Shareholders.
The Board also notes the Ordinary Shares are sometimes illiquid and believes that the Tender Offer provides an opportunity for Qualifying Shareholders to sell a portion of their Goodwin PLC shareholding without materially impacting the share price.
The Board, with its continuing prudent approach to capital allocation, confirms that the Company has sufficient working capital headroom to complete the Tender Offer and Buyback after monitoring the Group’s working capital requirements, the funding of the potential future growth of the business and to ensure the Company’s ability to maintain its dividend policy.
Benefits of the Tender Offer for Shareholders
The benefits of the Tender Offer for Shareholders as a whole are that:
· it is available to all Qualifying Shareholders, regardless of the size of their holdings;
· sales of Ordinary Shares in the Tender Offer are at the same price for all sales (and at a premium as noted above (subject to any changes in the market price of Ordinary Shares following the Latest Practicable Date)) so will not impact the share price, which individual sales outside of the Tender Offer may do due to the illiquid nature of the Ordinary Shares;
· enables Ordinary Shares to be sold free of commissions or charges that would otherwise be payable if Qualifying Shareholders were to sell their Ordinary Shares through their broker; and
· it permits Shareholders who wish to retain their current investment in the Company to do so and no Shareholder is required to participate in the Tender Offer.
The Tender Offer will reduce the number of Ordinary Shares in issue, and so should, assuming earnings stay the same, have a positive impact on the Group’s earnings per share (as the Company intends, shortly following the completion of the Tender Offer, to cancel all of the Ordinary Shares acquired in connection with the Tender Offer).
THE TENDER OFFER
Overview of the Tender Offer
Full details of the Tender Offer, including the terms and conditions on which it is made, will be set out in the Circular and in the Tender Form. Shareholders do not have to tender any Ordinary Shares.
All Qualifying Shareholders who are on the Register at 6.00 p.m. on 30 May 2023 are entitled, but not required, to tender some or all of their Ordinary Shares for purchase by Shore Capital, acting as principal, pursuant to the requirements set out in the Circular.
Subject to satisfaction of the Conditions to the Tender Offer, Ordinary Shares which are successfully tendered under the Tender Offer will be purchased at a price of £48.00 per Ordinary Share, a premium of approximately 25 per cent. to the closing price on the Latest Practicable Date.
The Issued Ordinary Share Capital on the Latest Practicable Date was 7,689,600. If the Tender Offer is implemented in full, this will result in the purchase of 180,000 Ordinary Shares (representing approximately 2.34 per cent. of the Issued Ordinary Share Capital on the Latest Practicable Date). The Issued Ordinary Share Capital following the cancellation of the Ordinary Shares (which will occur shortly after the Company has acquired all validly tendered and purchased Ordinary Shares from Shore Capital) if the Tender Offer is implemented in full will be 7,509,600.
The Tender Offer is to be effected by Shore Capital (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. Shore Capital, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Tender Price under the Repurchase Agreement, details of which will be set out in the Circular. All Ordinary Shares purchased by the Company from Shore Capital pursuant to the Repurchase Agreement will be cancelled.
Options available to Shareholders in respect of the Tender Offer
Option one – wish to participate – action required
Each Qualifying Shareholder who wishes to participate in the Tender Offer is required to submit a tender by 1.00 p.m. on 30 May 2023 to sell some or all of their Ordinary Shares.
The total number of Ordinary Shares tendered by any Qualifying Shareholder should not exceed the total number of Ordinary Shares registered in the name of that Qualifying Shareholder at the Record Date. For example, a Qualifying Shareholder may decide to tender 50 per cent. of their Ordinary Shares, but if a Qualifying Shareholder returned a tender purporting to offer for sale more than 100 per cent. of their Ordinary Shares, they would be deemed to have tendered only the number of Ordinary Shares actually owned by that Shareholder on the Record Date, with the tender in respect of any additional shares being deemed invalid.
Once made, any tender of Ordinary Shares will be irrevocable.
The Tender Offer will open on 5 May 2023 (unless such date is altered by the Company in accordance with the Tender Offer). The Tender Offer will close at 1.00 p.m. on 30 May 2023 and tenders received after that time will not be accepted (unless the Closing Date is extended by the Company in accordance with the Tender Offer).
Option two – do not wish to participate – no action required
Qualifying Shareholders are not obliged to tender any Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders, there will be no change to the number of Ordinary Shares that they hold and they will receive no cash as a result of the Tender Offer.
Guaranteed Entitlement
The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed. Tenders in respect of approximately 2.34 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Tender Price and will not be scaled down. This percentage is known as the “Guaranteed Entitlement“. Qualifying Shareholders may tender Ordinary Shares in excess of their Guaranteed Entitlement up to the total number of Ordinary Shares held by each Qualifying Shareholder on the Record Date (“Excess Entitlement“) and, to the extent that other Qualifying Shareholders do not tender any of their Ordinary Shares or tender less than their Guaranteed Entitlement, those Qualifying Shareholders may be able to utilise such Excess Entitlement through the Tender Offer.
AUTHORITY TO BUY BACK ORDINARY SHARES
If fewer than 180,000 Ordinary Shares are tendered by Shareholders through the Tender Offer due to insufficient uptake, the Board also intends to undertake a share buyback pursuant to which it would seek to acquire such number of Ordinary Shares as, when aggregated with the Ordinary Shares tendered in the Tender Offer, equals 180,000 Ordinary Shares.
At the General Meeting, approval will therefore be sought for authority to buy back up to a maximum of 180,000 Ordinary Shares, representing approximately 2.34 per cent. of the Issued Ordinary Share Capital as at the Latest Practicable Date (the “Buyback Authority“).
The Buyback Authority will, should the Tender Offer not be fully taken up, provide the Company with a general authority to buy back Ordinary Shares which will be used only to take the aggregate number of Ordinary Shares acquired in the Tender Offer together with any market purchases, to 180,000 Ordinary Shares.
IRREVOCABLE UNDERTAKINGS
The Company has received irrevocable undertakings from each of the members of the Concert Party not to participate in the Tender Offer (other than in respect of 2,613 Ordinary Shares owned by Betty Goodwin, in respect of whom Gillian C Goodwin, a member of the Concert Party, holds a Lasting Power of Attorney). Each of the members of the Concert Party, and Nigel Brown, a director, have also each undertaken to vote in favour of the Resolutions and not to sell, or otherwise dispose of, the Ordinary Shares which are the subject of the undertaking.
CURRENT TRADING AND PROSPECTS
Further to the announcement of the Group’s interim results for the period ended 31 October 2022, the Mechanical Engineering division’s activity levels are set to increase due to the Group’s workload (forward order book), which, at the date of this document, stands at £286 million and contains a growing proportion of contracts that now span multiple years. However, the profitability within the Mechanical Engineering division has not yet taken a step forward, as it will take time for the activity levels to increase before the benefit of the increased workload can be reflected in the financial statements.
The profitability of the Refractory Engineering division has, on the whole, remained buoyant and in line with the Board’s expectations.
Continued uncertainty remains surrounding the macro-economic outlook and a fall in consumer confidence within the wider economy continues to be a concern. As a result, the Board continues to expect the pre-tax profits in the second half of its financial year ended 30 April 2023 to be similar to the first half, which would result in a modest increase in annual pre-tax profit versus the year before.
The Group’s significant capital investment programmes are drawing to a close, the benefits of which will continue to be seen in the medium and long-term. The Group will continue to focus on delivering existing orders, as well as those still being pursued.
DIVIDENDS
Successfully tendered Ordinary Shares will, once acquired by the Company from Shore Capital pursuant to the Repurchase Agreement following the closing of the Tender Offer, be cancelled and will not rank for any future dividends.
TAX
Shareholders should be aware that there will be tax considerations that they should take into account when deciding whether or not to participate in the Tender Offer. A guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HM Revenue & Customs practice will be set out in the Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.