Market Tracker weekly round-up—8 February 2019

12 Feb 2019 | 6 min read

Weekly round-up of the latest corporate announcements, including an offer by Thalassa Holdings Limited for The Local Shopping REIT, a possible offer by Bowmark Capital LLP for Tax Systems plc and a recommended offer by Taptica International Limited for RhythmOne plc, secondary offers by Kromek Group plc, Randall & Quilter Investment Holdings plc, Interserve plc, SysGroup plc, Midatech Pharma plc and Maxcyte plc, returns of value by Redrow plc and Taptica International Limited, capital reorganisations by Hardide plc, Polemos plc and Cairn Homes plc, related party transactions by Hardide plc, Kromek Group plc, Randall & Quilter Investment Holdings plc, SysGroup plc, Maxcyte plc, Phoenix Global Resources plc and Midatech Pharma plc, and AGM notices from Smith & Nephew plc and Ocado Group 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 4,700 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:

AGMs

Announcement dateCompanyIndustry sectorKey information
8 February 2019Smith & Nephew plcHealthcareSmith & Nephew announced that its 2019 AGM will be held on 11 April 2019.
5 February 2019Ocado Group plcFood & BeveragesOcado Group announced that its 2019 AGM will be held on 1 May 2019.

Capital reorganisations

Announcement dateCompanyIndustry sectorKey information
8 February 2019Hardide plcChemicalsHardide has announced a proposed share capital consolidation. Every 40 ordinary shares the company has in issue will be consolidated into 1 new ordinary share with a nominal value of 4 pence. The company’s directors consider that it is in the best interests of the company's long term development as a publicly quoted company to have a smaller number of shares in issue and a higher share price.
The capital reorganisation is subject to shareholder approval at the company’s AGM on 4 March 2019.
8 February 2019Polemos plcFinancial ServicesPolemos has announced a proposed share consolidation and sub-division of capital. Under the capital reorganisation, every 2,500 ordinary shares the company has in issue will be consolidated into one new consolidated share. Each consolidated share will then be sub-divided into 125 new ordinary shares and 2,375 deferred shares. The capital reorganisation is being undertaken in addition to a placing, and is necessary as the proposed subscription price is less than the ordinary shares’ nominal value. 
The share consolidation and sub-division is subject to shareholder approval at the company’s GM on 27 February 2019.
1 February 2019Cairn Homes plcConstructionCairn Homes has announced a proposed capital reorganisation to generate additional distributable reserves. The company intends to transfer €550 million (approximately £483 million) from its share premium account to the distributable reserves of the company by means of a cancellation. The company’s directors are of the opinion that the cancellation is an important step for the company, and will provide greater flexibility to the company in respect of returning capital to shareholders.The capital reorganisation is subject to shareholder approval at the company’s EGM on 26 February 2019. If the resolution is passed, Cairn Homes will apply to the High Court for approval.

LR/AIM Rules transactions

Announcement dateCompanyIndustry sectorKey information
8 February 2019Hardide plcChemicalsHardide has announced a related party transaction under the AIM Rules.
7 February 2019Kromek Group plcHealthcareKromek Group announced a related party transaction under the AIM Rules.
7 February 2019Randall & Quilter Investment Holdings plcFinancial ServicesRandall & Quilter Investment Holdings announced a related party transaction under the AIM Rules.
6 February 2019SysGroup plcComputing & ITSysGroup announced a related party transaction under the AIM Rules.
6 February 2019Maxcyte plcPharmaceuticals & BiotechnologyMaxcyte announced a related party transaction under the AIM Rules.
5 February 2019Midatech Pharma plcPharmaceuticals & BiotechnologyMidatech Pharma announced a related party transaction under the AIM Rules.
4 February 2019Phoenix Global Resources plcOil & GasPhoenix Global Resources announced a related party transaction under the Listing Rules.

Returns of value to shareholders

Announcement dateCompanyIndustry sectorKey information
6 February 2019Redrow plcConstructionRedrow has announced a £111 million return to shareholders. This will be returned through a B share scheme, with shareholders receiving 30 pence per share in cash. Additionally, the company has announced a 10 pence per share interim dividend.
4 February 2019Taptica International LimitedMedia & TelecommunicationsTaptica International has announced, upon completion of its merger with RhythmOne plc, an intention to return $15 million (approximately £11.5 million) to shareholders via a discretionary share buyback programme.A further announcement will be made following the completion of the proposed merger to detail the launch of the share buyback programme.

Secondary offers

Announcement dateIssuerIndustry sectorKey information
7 February 2019Kromek plcHealthcareKromek announced a placing to raise £20 million through the issue of 80,000,000 placing shares to new and existing institutional and other investors at 25 pence per share. The shares are expected to admit to trading on 25 February 2019.
7 February 2019Randall & Quilter Investment Holdings plcFinancial ServicesRandall & Quilter Investment Holdings announced a placing of 65,359,477 ordinary shares in the company, at a price of 153 pence per placing share. The company aims to raise gross proceeds of £100 million. In addition the company is making an open offer to all qualifying shareholders for up to 4,499,428 new ordinary shares.
6 February 2019Interserve plcProfessional ServicesInterserve announced a placing and open offer, in connection with the company’s deleveraging plan.
6 February 2019SysGroup plcComputing & ITSysGroup announced a placing to raise gross proceeds of  £10.0 million, through the placing of 26,315,792 new ordinary shares at a price of 38 pence each. Admission is expected on 25 February 2019.
5 February 2019Midatech Pharma plcPharmaceuticals & BiotechnologyMidatech Pharma announced a placing and an open offer. The placing will be conducted by way of an accelerated bookbuild. The bookbuild is set to close on 5 February 2019. The placing and open offer is subject to shareholder approval at the company’s General Meeting, on 25 February 2019.
5 February 2019Maxcyte plcPharmaceuticals & BiotechnologyMaxcyte announced a placing to raise gross proceeds of £10 million. The placing is conditional on shareholder approval. The company’s General Meeting will be held on 26 February 2019.

Takeovers

Announcement dateDealIndustry sectorKey information
7 February 2019Tax Systems plc offer by Bowmark Capital LLPComputing & ITTax Systems announced it received a possible cash offer from Bowmark Capital for its entire issued and to be issued share capital.The PUSU deadline is on 7 March 2019.
6 February 2019The Local Shopping REIT offer by Thalassa Holdings LimitedInvestmentThe Local Shopping announced it received a takeover offer from Thalassa Holdings for its entire share and to be issued share capital, other than the 25.5% owned by Thalassa Holdings for £9 million. The offer includes a mix and match facility allowing The Local Shopping shareholders to elect cash or Thalassa Holdings share consideration.
The Local Shopping responded urging shareholders not to take action as it believes the offer undervalues the company.
The offer follows from the possible offer announced on 9 January 2019.
4 February 2019RhythmOne plc offer by Taptica International LimitedComputing & ITTaptica International has announced a proposed merger with RhythmOne by way of a recommended offer by Taptica to acquire the entire issued and to be issued ordinary share capital of RhythmOne. The offer is proposed to be effected by means of a scheme of arrangement.
Under the terms of the offer, each RhythmOne shareholder will be entitled to receive 28 new Taptica Shares for every 33 RhythmOne shares held. The offer values the entire issued and to be issued ordinary share capital of RhythmOne on a fully diluted basis at approximately £135 million.

 

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