Date: 24 May 2024
The information contained
within this announcement is deemed to constitute inside information
as stipulated under Article 7 of the Market Abuse Regulations (EU)
No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018.
Gama Aviation plc (AIM:
GMAA)
(Gama Aviation, the Group or the Company)
Result of Tender Offer
Total Voting Rights
and
Directors' interests
Gama Aviation announces the results of its
Tender Offer, details of which are set out in the Circular
published on 29 April 2024.
The Tender Offer closed at 1.00 p.m. on 23 May
2024 and valid tenders were received in respect of 25,168,934
Ordinary Shares, representing approximately 38.82 per cent. of the
issued share capital of Gama Aviation as at 23 May 2024 (being the
latest practicable date prior to publication of this announcement).
Subject to the remaining Tender Conditions described in paragraph
2.1 of Part V of the Circular being satisfied, the 25,168,934
Ordinary Shares validly tendered are expected to be purchased on 29
May 2024, at the Tender Price of 95 pence per Ordinary Share.
Following which the Ordinary Shares validly tendered and purchased
by the Company, will be cancelled, with effect from 29 May 2024
("Cancellation").
CREST accounts will be credited with Tender
Offer proceeds on 3 June 2024. On 6 June 2024 cheques will be
despatched for Tender Offer proceeds in respect of successfully
tendered certificated Ordinary Shares and the balance of share
certificates in respect of unsold certificated Ordinary Shares will
be despatched.
Total Voting
Rights
Following the closing of the Tender Offer and
the Cancellation referred to above, on 30 May 2024, the Company
will have 39,658,739 Ordinary Shares in issue with no Ordinary
Shares held in treasury. Therefore, the total number of voting
rights in the Company will be 39,658,739 which may be used by
Shareholders as the denominator in the calculations by which they
may determine if they are required to notify their interest, or a
change to their interest, in the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Directors' and
PDMR participation in Tender
Certain Directors' and persons discharging
managerial responsibilities ("PDMR") have validly tendered their
Ordinary Shares pursuant to the Tender Offer. Details of which are
set out below:
|
Name
|
Title
|
Number of Ordinary Shares
validly tendered
|
|
Peter
Brown
|
Chairman
|
20,000
|
|
Stephen
Wright
|
Chief
compliance officer
|
78,947
|
|
Chi Keung
(Simon)
|
NED
|
130,000
|
|
Stephen
Mount
|
NED
|
10,000
|
|
Mine
Taylor
|
PDMR
|
78,947
|
|
Tim
Ford
|
PDMR
|
25,000
|
|
Mark
Smith
|
PDMR
|
35,000
|
|
Duncan
Daines
|
PDMR
|
47,500
|
|
Julia
Mahmood
|
PDMR
|
12,500
|
|
Total
|
|
437,894
|
Directors'
interests
Following the purchase of the Ordinary Shares
validly tendered and the Cancellation, on 30 May 2024, the
interests of each Director and each PDMR will be as set out
below:
|
Name
|
Title
|
Number of Ordinary Shares
held pre the Tender Offer
|
Number of Ordinary Shares to
be held post the Tender Offer
|
% of Company's total voting
rights immediately following Cancellation
|
|
Marwan
Khalek
|
CEO
|
14,179,607(1)
|
14,179,607(1)
|
35.75%
|
|
Peter
Brown
|
Chairman
|
20,000(2)
|
-
|
-
|
|
Stephen
Wright
|
Chief
compliance officer
|
342,135
|
263,188
|
0.66%
|
|
Michael
Williamson
|
CFO
|
-
|
-
|
-
|
|
Stephen
Mount
|
NED
|
10,000
|
-
|
-
|
|
Chi Keung
(Simon)
|
NED
|
130,000
|
-
|
-
|
|
Total
|
|
14,472,795
|
14,442,795
|
36.42%
|
(1)
Includes 3,000,000 Ordinary Shares held in a discretionary trust
for the benefit of family members and 5,924,502 Ordinary Shares
registered in the name of Antares Holdings Ltd, a company which
Marwan Khalek controls.
(2) Of which
20,000 Ordinary Shares are held by his spouse
Defined Terms
Defined terms in this announcement have the same
meaning as in the Circular (unless otherwise specified).
For further information, contact:
Gama Aviation
plc
+44 125 298 4515
Marwan Khalek, Chief Executive
Officer
Michael Williamson, Chief Financial
Officer
Website https://www.gamaaviation.com/
Dial Partners
LLP (Financial Adviser)
+44 207 098 7098
Angus Russell, Partner
Sandor de Jasay, Managing Director
WH Ireland
Limited (Nominated Adviser and
Broker)
+44 207 220 1666
James Joyce, Director
Sarah Mather, Manager
Camarco
(PR)
+44 203 757 4992
Geoffrey Pelham-Lane
Ginny Pulbrook