Craneware plc (AIM: CRW.L), the market leader in Value Cycle solutions for the US healthcare market, today announces that it intends to return up to £15 million to shareholders of the Company (“Shareholders”) by way of a buyback of ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares”) (the “Share Buyback”).
Subject to certain restrictions, the Share Buyback is being made available to eligible Shareholders who are on the Company’s register of members at 6 p.m. (UK time) on 15 January 2018. The price at which any Ordinary Shares may be acquired under the Share Buyback will be the average closing market value of an Ordinary Share for the five business days up to and including 22 January 2018 (the “Share Buyback Price”).
The Share Buyback will be implemented on the basis of the Company’s broker, Peel Hunt LLP (“Peel Hunt”), acquiring, as principal, those Ordinary Shares it purchases from Shareholders at the Share Buyback Price, and on the basis that all Ordinary Shares that Peel Hunt acquires under the Share Buyback (the “Acquired Shares”) will in turn be purchased from it by the Company (also at the Share Buyback Price) under the Company’s existing buyback authority approved by Shareholders at the Company’s last Annual General Meeting (the “Shareholder Buyback Authority”). Those Acquired Shares will be purchased by the Company from Peel Hunt under the terms, and subject to the conditions, of a put and call option agreement which has been entered into between the Company and Peel Hunt (the “Option Agreement”).
Notwithstanding the above, in no event will more than 1,348,085 Ordinary Shares be acquired in the Share Buyback (being the maximum number of Ordinary Shares which the Company has existing authority to buy back, under the Shareholder Buyback Authority).
All Ordinary Shares purchased by the Company from Peel Hunt in connection with the Share Buyback will be cancelled.
The Share Buyback is being effected as a mechanism to return capital to Shareholders and to ameliorate dilution under the Group’s share incentive plans.
It is intended that the Share Buyback will close to Shareholders at 1 p.m. on 22 January 2018. Certain Directors of the Company may also seek to participate in the Share Buyback.
The result of the Share Buyback is expected be announced on 23 January 2018.
The Share Buyback is expected to exceed the 25% limit of the average daily trading volume as laid down in Article 3 of Commission Delegated Regulation (EU) No 2016/1052.
The Company has reserved the right, at any time prior to the announcement of the results of the Share Buyback and following prior consultation with Peel Hunt, to require Peel Hunt not to proceed with the Share Buyback if it concludes that the implementation of the Share Buyback and the subsequent repurchase is no longer in the best interests of the Company and/or the Shareholders as a whole or if the purchase of Ordinary Shares by Peel Hunt and the subsequent repurchase may have adverse fiscal consequences (whether by reason of any change in legislation, practice, circumstances or otherwise) for the Company and/or the Shareholders as a whole which were previously unexpected. Any such decision will be announced by the Company through a Regulatory Information Service.
The Company has also reserved the right, at any time prior to the announcement of the results of the Share Buyback, with the prior written consent of Peel Hunt, to extend the period during which the Share Buyback is open, and/or vary the aggregate value of the Share Buyback, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements. In the event that the Company extends the period during which the Share Buyback is open, any references to the date on which the Share Buyback shall close or be effected shall mean the latest time and date at which the Share Buyback applicable to Ordinary Shares, as so extended, shall close or be effected. The Company shall notify Shareholders of any extension or variation to the expected timetable for the Share Buyback promptly by public announcement through a Regulatory Information Service.
The Share Buyback is conditional on:
- it not having been terminated by the Company as provided for above; and
- Peel Hunt being satisfied, acting in good faith, that, at all times up to the time immediately prior to the announcement of the results of the Share Buyback, the Company has complied with its obligations and is not in breach of any of the warranties given by it under the Option Agreement in connection with the Share Buyback.
Peel Hunt will not purchase the Ordinary Shares pursuant to the Share Buyback unless such conditions have been satisfied or, as provided below, waived. In the event that the condition set out in paragraph 2 above is not satisfied, Peel Hunt shall be entitled in its sole discretion to waive such condition and to elect to proceed with the implementation of the Share Buyback. If the conditions are not satisfied or waived by 12 p.m. (UK time) on 23 January 2018, unless the Share Buyback is extended, the Share Buyback will lapse.
The Company also reserves the right, at any time prior to the announcement of the results of the Share Buyback, with the prior written consent of Peel Hunt, to amend the terms and conditions of the Share Buyback in order to comply with any applicable rules and regulations. Any such decision will be announced by the Company through a Regulatory Information Service.
This summary should be read in conjunction with any additional terms and conditions which Peel Hunt may provide to interested parties who contact Peel Hunt in relation to the possibility of selling Ordinary Shares in the Share Buyback.
This announcement contains inside information within the meaning of article 7 of the EU Market Abuse Regulation (MAR).
For further information, please contact:
- +44 (0)20 7418 8900
- Rory James-Duff
- Jock Maxwell Macdonald
- Dan Webster
- George Sellar
- +44 (0)208 004 4217
- Caroline Forde
- Hilary Buchanan
- Robyn Fisher
Craneware enables healthcare providers to improve margins and enhance patient outcomes so they can continue to provide quality outcomes for all.
Craneware is the leader in automated value cycle solutions that help US Healthcare provider organisations discover, convert and optimise assets to achieve best clinical outcomes and financial performance. Founded in 1999, Craneware is headquartered in Edinburgh, Scotland with offices in Atlanta, Boston and Pittsburgh employing over 250 staff. Craneware’s market-driven, SaaS solutions normalise disparate data sets, bringing in up-to-date regulatory and financial compliance data to deliver value at the points where clinical and operational data transform into financial transactions, creating actionable insights that enable informed tactical and strategic decisions. To learn more, visit craneware.com and thevaluecycle.com.