TIDMRTG
RNS Number : 5298W
ReThink Group (The) PLC
10 November 2014
The ReThink Group plc
("ReThink" or the "Company")
Proposed Tender Offer and De-Listing
The Company today announces that a circular (the "Circular")
will be sent to Shareholders later today detailing the following
proposals:
-- the proposed cancellation of the admission to trading of the
Ordinary Shares on AIM (the "De-Listing");
-- a tender offer, closing at 1.00 p.m. on 4 December 2014, for
up to 34,950,000 Ordinary Shares representing approximately 30 per
cent. of the Company's current issued share capital at 5 pence per
Ordinary Share (the "Tender Offer");
-- the proposed re-registration of the Company as a private
limited company (the "Re-registration"); and
-- the replacement of the Current Articles with the New Articles.
The Circular sets out the terms of the Tender Offer and
incorporates a notice of a General Meeting to be held on 26
November 2014 at which special resolutions to approve the Proposals
will be proposed.
Tender Offer
The Board recognises that not all Ordinary Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer.
Under the Tender Offer, Shore Capital will purchase up to
34,950,000 Ordinary Shares (representing approximately 30 per cent.
of the Company's existing issued ordinary share capital) from
Qualifying Shareholders at 5 pence per share. The Tender Offer
Price represents:
-- a premium of approximately 25.0 per cent. over the closing
mid-market price of an Ordinary Share on 7 November 2014, being the
last dealing day before the date of this announcement.
-- a premium of approximately 21.1 per cent. over the 30 day
volume weighted average share price of an Ordinary Share on 7
November 2014, being the last dealing day before the date of this
announcement.
De-Listing
Pursuant to Rule 41 of the AIM Rules, the Directors have
notified the London Stock Exchange of the intention to cancel the
admission of Ordinary Shares to trading on AIM, subject to
Shareholder approval. Under the AIM Rules, it is a requirement that
the De-Listing is approved by the requisite majority of Shareholder
voting (being not less than 75. per cent of the votes cast).
Subject to the resolutions approving the De-Listing and the
Re-registration being passed, it is anticipated that the De-Listing
will become effective on 9 December 2014 and the Re-registration
will take effect on 29 December 2014.
Irrevocable undertakings
Shareholders holding 84,660,508 Ordinary Shares (representing
approximately 72.7 per cent. of the Ordinary Shares in issue as at
the date of this announcement) have irrevocably agreed to vote in
favour of the Resolutions to be proposed at the General
Meeting.
Further details of the proposals are set out below.
EXPECTED TIMETABLE
Announcement of the proposed De-Listing 10 November 2014
and Tender Offer, posting of the
Circular, Proxy Form and Tender
Form to Shareholders and Tender
Offer opens
Latest date for receipt of Proxy 24 November 2014
Form (to be received no later than
48 hours before the General Meeting)
General Meeting 11.00a.m. on 26
November 2014
Latest time and date for receipt 1.00p.m. on 4 December
of Tender Forms and TTE Instructions 2014
in relation to the Tender Offer
and Tender Offer closes
Record Date for Tender Offer 5.00p.m. on 4 December
2014
Announcement of results of the 5 December 2014
Tender Offer by Shore Capital and
the Company
Purchase of Tender Offer Shares on or around 8 December
under the Tender Offer 2014
Earliest date for the De-Listing 7.00a.m. on 9 December
and cancellation of admission of 2014
the Ordinary Shares to trading
on AIM
Despatch of cheques for Tender no later than 16
Offer proceeds December 2014
CREST accounts credited with Tender no later than 16
Offer proceeds December 2014
Despatch of share certificates no later than 16
in respect of any revised holdings December 2014
of Ordinary Shares following the
Tender Offer, and any Ordinary
Shares held in CREST not tendered
pursuant to the Tender Offer
Re-registration of the Company 29 December 2014
as a private limited company
If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders
by announcement through a Regulatory Information
Service.
All times are references to London time.
All events in the above timetable following the
GM are conditional, inter alia, upon the approval
of the Resolutions.
The De-Listing requires the approval of not less
than 75 per cent. of the votes cast by Shareholders
at the General Meeting.
Capitalised terms in this announcement (unless otherwise
defined) have the same meanings as set out in the Circular.
Copies of the Circular will shortly be available on the
Company's website
(www.rethinkgroupplc.com/investor-relations/).
For further information please contact:
The Rethink Group plc
Steve Wright, CEO
Ben Felton, CFO 07836 226902
Shore Capital (Nomad & Broker)
Bidhi Bhoma/Edward Mansfield 0207 408 4090
Newgate Threadneedle (PR)
John Coles 020 7653 9850
1. De-Listing
1.1. Reasons for the De-Listing
The Board has conducted a review of the benefits and drawbacks
to the Group retaining its listing on AIM and maintaining its
existing corporate structure. The Board believes that the
De-Listing is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered the following key factors:
-- the Senior Management, together with certain current and
former employees and officers of the Company, hold in total over
54.1 per cent. of the Company's current issued share capital and,
as a result, the free float and liquidity of the Ordinary Shares is
limited;
-- the Board believes, as a result of the liquidity issues
described above and other historic factors, that the current share
price of the Company's Ordinary Shares and, therefore, the market
capitalisation of the Company, under value the Company and also
prevents the Board from pursuing certain strategic objectives;
-- in light of the limited trading in the Ordinary Shares, with
an average daily volume over the past 12 months of approximately
3,134 Ordinary Shares representing 0.05 per cent. of the current
issued share capital, the costs associated with maintaining the AIM
quotation are considered by the Directors to be disproportionately
high when compared to the benefits, and the Board believes that
these funds could be better utilised; and
-- the management time and the legal and regulatory burden
associated with maintaining the Company's admission to trading on
AIM is, in the Directors' opinion, disproportionate to the benefits
to the Company.
1.2. Effect of De-Listing
The principal effects of the De-Listing will be that:
-- Shareholders will no longer be able to buy and sell Ordinary
Shares through a public stock market, further reducing the
liquidity in the Ordinary Shares;
-- the Company will no longer be required to announce material events or interim results;
-- the Company will adopt the New Articles, but will otherwise
no longer be required to comply with many of the corporate
governance requirements applicable to companies traded on AIM;
-- the Company will no longer be subject to the Disclosure Rules
and Transparency Rules and will therefore no longer be required to
disclose major shareholdings in the Company;
-- the Company will no longer be subject to the AIM Rules, with
the consequence that Ordinary Shareholders will no longer be
afforded the protections given by the AIM Rules. Such protections
include a requirement to obtain shareholder approval for reverse
takeovers and fundamental changes in the Company's business and to
announce, inter alia, certain substantial and/ or related party
transactions; and
-- the De-Listing may have either positive or negative taxation
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent adviser immediately.
Shareholders should note that the Takeover Code will continue to
apply to the Company following the De-Listing for a period of ten
years (or such longer period as the Company shall decide). The
Company will also continue to be bound by the Act (which requires
shareholder approval for certain matters) following the
De-Listing.
1.3. De-Listing Process
Under the AIM Rules, the De-Listing can only be effected by the
Company after securing a special resolution of Shareholders in a
general meeting and the expiry of a period of 20 clear Business
Days from the date on which notice of the De-Listing is given to
the London Stock Exchange. In addition, a period of at least five
clear Business Days following Shareholders' approval of the
De-Listing is required before the De-Listing may become effective.
The Resolutions seek (amongst other matters) the approval of
Shareholders for the De-Listing. Assuming that the Resolutions are
approved, it is proposed that the De-Listing will take place by
8.00a.m. on 9 December 2014.
1.4. Ordinary Share dealing following De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Sharesand no price will be publicly quoted
for the Ordinary Shares.
1.5. New Articles
The Resolutions to be proposed at the General Meeting include
the adoption of the New Articles with effect from completion of the
De-Listing. A summary of the principal changes being made by the
adoption of the New Articles is set out in Part IV of the
Circular.
2. Tender Offer
The Board recognises that not all Ordinary Shareholders will be
able or willing to continue to own Ordinary Shares following the
De-Listing. Subject to the Tender Conditions being satisfied,
Qualifying Shareholders will therefore have the opportunity to
tender all or some of their Ordinary Shares at the Record Date
pursuant to the Tender Offer. Under the Tender Offer, Shore Capital
will purchase up to 34,950,000 Ordinary Shares (representing
approximately 30 per cent. of the Company's existing issued
ordinary share capital) from Qualifying Shareholders at 5 pence per
share. The Tender Offer Price represents:
-- a premium of approximately 25.0 per cent. over the closing
mid-market price of an Ordinary Share on 7 November 2014, being the
last dealing day before the date of this announcement; and
-- a premium of approximately 21.1 per cent. over the 30 day
volume weighted average share price of an Ordinary Share on 7
November 2014, being the last dealing day before the date of this
announcement.
Any Ordinary Shares purchased by Shore Capital under the Tender
Offer which Shore Capital subsequently requires the Company to
purchase under the terms of the Repurchase Agreement will be
cancelled. The Tender Offer is subject to the conditions set out in
the Repurchase Agreement being fulfilled. The Tender Offer is open
to Shareholders on the register of the Company at 5.00pm on 4
December 2014.
If Shore Capital exercises its put option under the Repurchase
Agreement, the Repurchase will be financed out of the Group's
existing cash reserves and working capital resources and will be
paid out of the Company's distributable reserves and the Company
has today arranged for interim accounts for the six month period
ended 30 June 2014 to be filed with the Registrar of Companies in
England and Wales as the relevant properly prepared accounts for
the purposes of determining the level of distributable reserves in
accordance with sections 836 and 838 of the Act.
Qualifying Shareholders may tender some, all, or none of their
holdings pursuant to the Tender Offer. A maximum of 34,950,000
Ordinary Shares may be purchased in the Tender Offer. If the Tender
Offer is over-subscribed, all tenders from Small Shareholders will
be first accepted in full. Thereafter tenders from Large
Shareholders will be pro-rated.
Qualifying Shareholders who elect not to tender their holdings
pursuant to the Tender Offer will, on completion of the De-Listing,
hold Ordinary Shares in a private limited company. Furthermore, as
set out in paragraph 1.4 above there will be no market facility for
dealing in the Ordinary Shares, no price will be publicly quoted
for the Ordinary Shares and the transfer of Ordinary Shares will be
subject to the provisions of the New Articles.
Full details of the Tender Offer are set out in Part II of the
Circular. The Tender Offer is conditional, inter alia, on all other
Resolutions being passed at the GM. The Tender Offer will also not
proceed if any of the conditions specified in paragraph 1 of Part
II of the Circular are not satisfied and the Tender Offer may be
terminated in the circumstances described in paragraph 22 of Part
II of the Circular. If the Tender Offer does not proceed or is
terminated once it is made, the Company will make an announcement
through a Regulatory Information Service.
The attention of Qualifying Shareholders who are citizens or
nationals of or resident in jurisdictions outside the United
Kingdom and who wish to participate in the Tender Offer is drawn to
the section headed 'Overseas Shareholders' in Part II of the
Circular. The Tender Offer is not being made, directly or
indirectly, in or into any Restricted Jurisdiction.
3. Irrevocable Undertakings
The Company has received the Irrevocable Undertakings described
and listed in the table below:
Shareholder giving the Irrevocable Number of Ordinary Shares in respect Number of Ordinary Shares in respect
Undertaking of which an Irrevocable Undertaking of which an Irrevocable Undertaking
has been given to has been given not
vote in favour of the Resolutions to to accept the Tender Offer
be proposed at the General Meeting
Michael Bennett 12,600,000 12,600,000
Andrew Lord 12,600,000 11,600,000
Iain Blair 11,600,000 11,600,000
John O'Sullivan 6,405,000 6,405,000
Stephen Greenwood 6,011,582 6,011,582
Fergal Brosnan 4,007,722 2,007,722
Stephen Salvin 3,600,000 3,600,000
Robert O'Callahan 3,500,000 3,500,000
Stephen Wright 2,428,571 2,428,571
Paul Finch 1,374,300 1,374,300
Patrick Dundon 1,200,000 1,000,000
John Kirkham 300,000 300,000
Jonathan Butterfield 10,375,000 -
John Sadiq 6,100,000 -
Deborah Davenport 1,225,000 -
Zoe Jackson 683,333 -
Darren Wells 500,000 -
Tim Jacob 150,000 -
Total 84,660,508 62,427,175
As a result of the Irrevocable Undertakings:
a) Shareholders holding 84,660,508 Ordinary Shares (representing
approximately 72.7 per cent. of the Ordinary Shares in issue as at
the date of this announcement) have irrevocably agreed to vote in
favour of the Resolutions to be proposed at the General
Meeting;
b) Ordinary Shareholders have irrevocably undertaken not to
accept the Tender Offer in respect of 62,427,175 Ordinary Shares
(representing approximately 53.6 per cent. of the Ordinary Shares
in issue as at the date of this agreement) meaning that, after
deducting the Ordinary Shares held by certain Shareholders who are
not Qualifying Shareholders, the maximum number of Ordinary Shares
in respect of which the Tender Offer might be accepted is
54,090,606 Ordinary Shares.
If the Company receives valid tenders from Qualifying
Shareholders in excess of 34,950,000 Ordinary Shares, tenders from
Small Shareholders will be satisfied first and then tenders from
Large Shareholders will be scaled back pro rata (with the scaled
back number of Ordinary Shares being rounded down to the nearest
whole number), to ensure that the total number of Ordinary Shares
purchased pursuant to the Tender Offer does not exceed 34,950,000
Ordinary Shares. The basis of scaling back will be pro rata to the
number of Ordinary Shares tendered. The decision of Shore Capital
as to the treatment of fractions or other issues arising from any
scaling back will be conclusive and binding on all
Shareholders.
4. Re-registration
Following the De-Listing, the Board believes that the
requirements and associated costs of the Company maintaining its
public company status will be difficult to justify and that the
Company will benefit from the more flexible requirements and lower
costs associated with private limited company status. It is
therefore proposed to re-register the Company as a private limited
company. In connection with the Re-registration, it is proposed
that the New Articles be adopted to reflect the change in the
Company's status to a private limited company. The principal
effects of the Re-registration and the adoption of the New Articles
on the rights and obligations of Shareholders and the Company are
summarised in Part IV of the Circular.
Application will be made to the Registrar of Companies for the
Company to be re-registered as a private limited company.
Re-registration will take effect when the Registrar of Companies
issues a certificate of incorporation on Re-registration which is
expected to be on 29 December 2014. The Registrar of Companies will
not issue the certificate of incorporation on Re-registration until
the Register of Companies is satisfied that no valid application
can be made to cancel the resolution to re-register as a private
limited company. Accordingly, the expected date of the
Re-registration may be subject to change.
5. Bank Facilities
The Group has extended its existing GBP20.0 million invoice
discounting facility with Bank Leumi by the addition of a GBP1.5
million term loan. The term loan will be applied for general
working capital purposes and to repay certain intra-group loans.
The term loan is repayable over three years with an interest rate
of 3 per cent. over LIBOR and is subject to an arrangement fee of
0.5 per cent. and it is otherwise materially on the same terms as
the existing invoice discounting facility with Bank Leumi.
6. Current trading
The Company released its interim results for the six months
ended 30 June 2014 (the "Interim Results") on 30 September 2014.
Since that date the Group has continued to trade in line with the
Directors' expectations as set out in the Interim Results.
7. Growth strategy and potential acquisitions
The Group's ongoing strategy involves pursuing expansion both
through organic growth and acquisitions. At any given time, the
Group is typically engaged in discussions with one or more
potential acquisition targets.
As of the date of this announcement, the Board has been in
recent discussions with three potential acquisition targets. The
target businesses would, if acquired, complement the existing
activities of the Group.
Target A
The Group is in very early stage discussions with a digital
recruitment business. Target A is a young business concentrating on
the fast emerging digital services space which would complement
ReThink's more traditional IT recruitment services. No formal offer
has been made to Target A and discussions continue.
The management of Target A are budgeting to generate revenues of
c.GBP14 million, net fee income of c.GBP4 million and profit before
tax of c.GBP0.7 million in the year to 31 December 2014.
Target B
The Group is in very early stage discussions with a life
sciences recruitment business which would complement the activities
of the Group's "Berkley" brand. An indicative valuation has been
discussed with Target B but no formal offer has been made.
Discussions with the vendor continue.
Target B, in the year to 31 October 2013, generated revenues of
c.GBP2 million, net fee income of c.GBP0.7 million and profit
before tax of c.GBP0.3 million.
Target C
Target C is a business engaged in recruitment and talent
management. The Group had entered into heads of terms with the
shareholders of Target C to acquire it for a combination of cash
and Ordinary Shares in ReThink. Heads of terms were entered into
but have since expired (along with exclusivity rights). The
proposed transaction may have, if it were successfully consummated
on the terms of the expired heads of terms, constituted a reverse
takeover under AIM Rule 14.
Target C, in the year to 31 March 2014, generated revenues of
c.GBP11 million, net fee income of c.GBP4 million and profit before
tax of c.GBP1 million.
The Board is yet to agree revised heads of terms with the
shareholders of Target C. As at the date of this announcement, the
shareholders of Target C are currently unwilling to execute revised
heads of terms due to various factors. One of these factors relates
to the fact that the Group is likely to no longer be a company
which is admitted to trading on AIM and as a result, the
consideration shares that may be due under the proposed earn out
will be unquoted. Formal legal and financial due diligence has not
begun and, as a result, the commercial terms of any acquisition may
change meaning the acquisition may not constitute a reverse
takeover under AIM Rule 14. Given all of these factors, there is
considerable uncertainty in the outcome of discussions with Target
C.
Shareholders should note that there can be no guarantee that
discussions with any of the acquisition targets described above
will continue or that one or any of these acquisitions will
complete or, indeed, that any acquisition will proceed.
8. Trading facility post De-Listing
Following the De-Listing, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted
for the Ordinary Shares. As such, holdings of Ordinary Shares are
unlikely to be capable of sale and will be difficult to value.
However, while there can be no guarantee of any Shareholders being
able to purchase or sell any Ordinary Shares, any Shareholder
seeking to do so should contact the Company Secretary in writing at
the Registered Office at The Crane Building, 22 Lavington Street,
London, SE1 ONZ.
In addition, in order to facilitate continued trading in the
Ordinary Shares, the Company intends to engage a third party
provider to supply share registrar services and a share matching
facility. Once appointed, the Company will inform shareholders and
provide details of this matched bargain trading facility. Details
will also be made available on the Company's website:
www.rethinkgroupplc.com
9. Board structure and corporate governance
Following completion of the De-Listing, the Company will
maintain a holding Company board structure alongside its
operational board to:
-- provide the continuing assurance and oversight of
non-executive directors for the benefit of Shareholders as a whole;
and
-- take responsibility for overall business strategy and ensure
policies are followed at operational level to support delivery of
the strategy.
The Company will continue to ensure that appropriate standards
of corporate governance are in operation and the principles of the
UK Corporate Governance Code are followed so far as is practical
and appropriate to the size and nature of the Company post the
De-Listing. The Company will continue to retain Remuneration,
Nominations and Audit Committees. The Company will also continue to
communicate information about the Company (including annual
accounts) to its Shareholders, as required by law and the Company
will continue to hold annual general meetings.
10. Proposals to be voted on at the General Meeting
For the purposes of effecting the Proposals the Resolutions will
be proposed at the General Meeting. Set out at the end of the
Circular is a notice convening the General Meeting to be held at
11.00a.m. on 26 November 2014 at the offices of Newgate
Threadneedle, Sky Light City Tower, 50 Basinghall Street, London,
EC2V 5DE. The full texts of the Resolutions are set out in that
notice, but set out below is a summary of the Resolutions which
will be proposed at the General Meeting:
-- approval of the De-Listing;
-- authorise the Company to make market purchases of its own
Ordinary Shares pursuant to the Tender Offer;
-- approval of the Re-registration; and
-- the replacement of the Current Articles with the New Articles.
11. Action to be taken
General Meeting
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the GM. The Form of Proxy should be completed and
returned in accordance with the instructions printed thereon so as
to arrive at the Company's Registrars, Computershare Investor
Services PLC, Corporate Actions Projects, Bristol BS99 6AH as soon
as possible and in any event not later than 11.00a.m. on 24
November 2014. The completion and return of a Form of Proxy will
not preclude you from attending and voting in person at the General
Meeting or any adjournment thereof, if you so wish and are so
entitled.
If the Form of Proxy is not returned by 11.00a.m. on 24 November
2014, your vote will not count.
Tender Offer
If you are a Qualifying Shareholder and wish to participate in
the Tender Offer, you should follow the procedure for tendering
shares and full details of the Tender Offer, and the procedure to
be followed by Qualifying Shareholders wishing to tender Ordinary
Shares, are set out in Part II of the Circular.
The procedure for tendering Ordinary Shares on the Register at
the Record Date depends on whether a
Qualifying Shareholder holds Ordinary Shares in certificated or
uncertificated form.
Qualifying Shareholders who hold Ordinary Shares in certificated
form and who wish to tender all or some of their Ordinary Shares
held at the Record Date should complete a Tender Form in accordance
with the instructions set out in Part II of the Circular and the
instructions printed on the Tender Form itself and return it,
together with their share certificate(s) by post to Computershare
Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH
or (during normal business hours only) by hand to the Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13
8AE as soon as possible and in any event so as to arrive by no
later than 1.00p.m. on 4 December 2014.
Qualifying Shareholders who hold Ordinary Shares in
uncertificated form and who wish to tender all or some of their
Ordinary Shares held at the Record Date should tender
electronically through CREST so that the TTE Instruction settles by
no later than 1.00p.m. on 4 December 2014. If Ordinary Shares are
held under different member account IDs, a separate TTE Instruction
should be sent for each member account ID.
12. Taxation
A general guide to the tax position of Shareholders under UK law
and HMRC practice in respect of the Tender Offer is set out in Part
III of the Circular.
Shareholders should note that the information on taxation set
out in Part III of the Circular is a general guide only and that
all Shareholders are strongly advised to consult their independent
professional advisers about their own personal tax position.
Shareholders are strongly advised to consult an appropriate
independent professional adviser in relation to the tax treatment
of any sale of Ordinary Shares pursuant to the Tender Offer. You
should note that following the De-Listing the Ordinary Shares will
no longer be quoted on AIM or any other public market.
13. Further information
Your attention is drawn to the remaining parts of the Circular
which provide further information in relation to the Tender Offer,
United Kingdom taxation and the New Articles.
If you have any enquiries in relation to the Tender Offer,
please contact Computershare on 0870 707 1734 or, if calling from
outside the UK, on +44 870 707 1734. Calls to the helpline number
are charged at approximately 10 pence per minute (including VAT)
plus any of your service provider's network extras. Lines are open
9.00a.m. to 5.30p.m., Monday to Friday. Calls to the helpline
number from outside the UK are charged at applicable international
rates. Different charges may apply to calls made from mobile
telephones and calls may be recorded and monitored randomly for
security and training purposes. Computershare cannot provide advice
on the merits of the Tender Offer or give any financial, legal or
tax advice.
14. Recommendation
Your Directors consider the Proposals to be in the best
interests of the Company and Shareholders as a whole. Accordingly,
the Directors unanimously recommend that Shareholders vote in
favour of the Resolutions.
The Directors unanimously recommend that you vote in favour of
the Resolutions as they, and persons connected or associated with
them or members of their family, intend to do, in respect of their
respective interests in 9,133,571 Ordinary Shares in aggregate,
representing approximately 7.84 per cent. of the Ordinary Shares
currently in issue. The Directors and persons connected or
associated with them or members of their family, have also
undertaken not to accept the Tender Offer in respect of their
respective interests in 9,133,571 Ordinary Shares in aggregate
representing approximately 7.84 per cent. of the Ordinary Shares
currently in issue.
Your Directors also consider it appropriate that those
Qualifying Shareholders who are unable or unwilling to hold shares
in the Company following the De-Listing should be given an
opportunity to realise their investment under the Tender Offer;
however, the Directors make no recommendation to Qualifying
Shareholders in relation to their participation in the Tender Offer
and recommend that all Qualifying Shareholders consult their duly
authorised independent advisers before they make a decision as to
whether to tender some, all, or none of their Ordinary Shares, in
order to obtain advice relevant to their particular
circumstances.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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