REG - Gama Aviation PLC - Result of Tender Offer, TVR & Directors' Interests

Gama AviationAnnouncement

24/05/2024 07:00

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RNS Number : 8141P  Gama Aviation PLC  24 May 2024

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

 

 

 

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