RTC Group PLC Offer to Cancel Share Options and Share Buyback (5083Z)
May 24 2021 - 2:00AM
UK Regulatory
TIDMRTC
RNS Number : 5083Z
RTC Group PLC
24 May 2021
Certain information contained within this Announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in
the United Kingdom. Upon publication of this Announcement, this
information is now considered to be in the public domain.
RTC Group Plc
("RTC", "the Company" or "the Group")
Offer to Cancel Share Options and Share Buyback
The Company has today written to all employees who hold vested
share options and offered to cancel them for a one-off cash
consideration of 46.5p per share ("the Cash Cancellation Offer"),
being the mid-market closing price per RTC Share on 21 May 2021,
the last business day prior to this announcement (the "Mid-market
Closing Price").
In addition, the Company intends to commence utilising the
authority granted by shareholders at the Company's Annual General
Meeting on 21 April 2021 to make market purchases of up to
2,195,091 ordinary shares of 1 pence each in the capital of the
Company.
Option holders will have until 5pm on 28 May 2021 to confirm the
number of options that they wish to be part of the Cash
Cancellation. There are currently 2,046,605 share options capable
of being exercised under the Cash Cancellation. If all such options
are part of the Cash Cancellation Offer this would result in a
payment of approximately GBP0.95m being made to option holders. The
Cash Cancellation Offer will be funded from the Company's cash
resources and bank facilities.
Related Party Transaction
Andy Pendlebury, Chief Executive Officer of the Company and
Sarah Dye, Group Finance Director of the Company who hold 933,749
options and 679,259 options respectively have indicated that they
will accept the Cash Cancellation Offer in respect of their
options. The participation of Mr Pendlebury and Ms Dye in the Cash
Cancellation Offer will be a related party transaction for the
purposes of the AIM Rules.
Bill Douie, Chairman, who will not participate in the Cash
Cancellation Offer ("the Independent Director"), believes that the
Cash Cancellation Offer provides a cost-effective way of reducing
the fully diluted number of shares in circulation, at a fair and
fixed price. The Independent Director believes that this will
enhance potential future fully diluted earnings per share and
future dividends per share for shareholders. The Cash Cancellation
Offer also provides a cost-effective way of providing remuneration
due to the Chief Executive Officer, the Group Finance Director and
certain employees in respect of their share options and also
reflects their performance under the ongoing highly stressful
conditions well beyond the normal course of business.
The Independent Director therefore considers, having consulted
with Spark, the Company's nominated adviser, that the terms of the
Cash Cancellation Offer are fair and reasonable in so far as
Shareholders are concerned.
RTC Group Plc Tel: 0133 286 1842
Bill Douie, Chairman
Andy Pendlebury, Chief Executive
SPARK Advisory Partners Limited (Nominated Tel: 0203 368 3550
Adviser)
Matt Davis / Mark Brady
www.Sparkadvisorypartners.com
Panmure Gordon (Broker) Tel: 020 7886 2500
Nick Lovering
www.panmure.com
About RTC
RTC Group Plc is an AIM listed recruitment business that focuses
on white and blue-collar recruitment, providing temporary and
permanent labour to a broad range of industries and customers in
both domestic and international markets through its geographically
defined operating divisions.
UK division
Through its Ganymede and ATA Recruitment brands the Group
provides a wide range of recruitment services in the UK.
Ganymede specialise in recruiting the best technical and
engineering talent and providing complete workforce solutions to
help build and maintain infrastructure and transportation for a
wide range of UK and international clients. Ganymede is a market
leader in providing a diverse range of people solutions to the
rail, energy, construction, highways and transportation sectors.
With offices strategically located across the country, Ganymede
provides its clients with the benefit of a national network of
skilled personnel combined with local expertise.
ATA Recruitment provide high-quality technical recruitment
solutions to the manufacturing, engineering and technology sectors.
Working as an engineering recruitment partner supporting businesses
across the UK. ATA Recruitment has a strong track record of
attracting and recruiting the best engineering talent for our
clients. ATA's regional offices which are strategically located in
Leicester and Leeds each have dedicated market-experts to ensure
ATA delivers excellence to both our clients and candidates.
The Group headquarters are located at the Derby Conference
Centre which also provides office accommodation for its operating
divisions in addition to generating rental and conferencing income
from space not utilised by the Group.
International division
Through its GSS brand the Group works with customers across the
globe that are focused on delivering projects in a variety of
engineering sectors. GSS has a track record of delivery in some of
the world's most hostile locations. Working closely with its
customers GSS provides contract and permanent staffing solutions on
an international basis, providing key personnel into new projects
and supporting ongoing large-scale project staffing needs. GSS
typically recruit across a range of disciplines and skills from
operators and supervisors, through to senior management level.
www.rtcgroupplc.co.uk
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