Pre-emption Offers to Shareholders
PRE-EMPTION OFFER TO SHAREHOLDERS (2601)
BONHILL GROUP PLC
(Company Number 02607995)
REGISTERED IN ENGLAND AND WALES
Registered office: 29 Clerkenwell Road, London, United Kingdom, EC1M 5RN
BONHILL GROUP PLC (REGISTERED IN ENGLAND AND WALES NO. 02607995) OPEN OFFER OF UP TO 10,844,426 NEW ORDINARY SHARES OF 1 PENCE EACH AT AN ISSUE PRICE OF 5.5 PENCE PER ORDINARY SHARE ON THE BASIS OF 1 NEW ORDINARY SHARE FOR EVERY 10 EXISTING ORDINARY SHARES ALREADY HELD Notice is hereby given, pursuant to section 562(3) of the Companies Act 2006, to each of the persons registered at 6.00 p.m. on 22 April 2022 (the “Record Date”) as a holder of ordinary shares of 1 pence each (“Ordinary Shares”) in Bonhill Group plc (the “Company”) who has no registered address in an EEA State and who has not given to the Company an address in an EEA State for service of notices on them (a “Relevant Holder”) as follows:
1. This notice is given in connection with an open offer (the “Open Offer”) of up to 10,844,426 new Ordinary Shares in the capital of the Company at an issue price of 5.5 pence per ordinary share on the basis of 1 new Ordinary Share for every 10 existing Ordinary Shares held at 6.00 p.m. on the Record Date.
2. The following documents (being copies of documents despatched to holders of Ordinary Shares (other than certain Relevant Holders)), issued in connection with and constituting the Open Offer, may be inspected or obtained on personal application by or on behalf of such Relevant Holders at the offices of Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX, during normal business hours in the United Kingdom on any weekday (Saturdays, Sundays and public holidays excepted) up to and including 11.00 a.m. (London Time) on 11 May 2022 (being the latest time and date for receipt of acceptances of the Open Offer in accordance with the terms and conditions of the Circular):
(a) a document, dated 25 April 2022, comprising a circular to Shareholders (the “Circular”); and
(b) an application form (the “Application Form”) (whether or not the Relevant Holder holds Ordinary Shares in certificated form) in respect of Entitlements (as defined in the Circular) for use by each Relevant Holder under the Open Offer, provided that an Application Form may only be obtained on the production of evidence of entitlement. In the case of a Relevant Holder to whom an original Application Form was despatched by post on 25 April 2022, an Application Form may only be obtained if the original so despatched by post is first surrendered to Share Registrars Limited,
3. The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX. If the original is not so surrendered such Relevant Holder may only inspect a pro forma copy thereof. 3 The Open Offer is conditional upon the matters set out in the Circular.
4. Relevant Holders’ attention is drawn to paragraph 8 of Part III of the Circular relating to overseas shareholders and their ability to take up new Ordinary Shares pursuant to the Open Offer. Registered Office: 29 Clerkenwell Road, London, United Kingdom, EC1M 5RN
Date: 25 April 2022
By Order of the Board
Louise Park, Company Secretary
This announcement does not constitute an offer for sale of securities of the Company in the United States. The securities to be offered in the Open Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent an applicable exemption from registration thereunder. There will be no public offer of the securities in the United States.