BASES AND SOURCES Sample Clauses
BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. Virgin Money’s fully diluted equity value has been calculated on the basis of a fully diluted issued ordinary share capital of 1,321,821,274 Virgin Money Shares, calculated as: • 1,296,012,374 Virgin Money Shares in issue as at 20 March 2024 (being the Latest Practicable Date before this announcement); plus • 29,376,322 Virgin Money Shares which may be issued on or after the date of this announcement pursuant to Virgin Money Share Plans; less • 3,567,422 Virgin Money Shares as at the Latest Practicable Date, held by the employee benefit trusts operated by the Virgin Money Group that can be used to satisfy the exercise of options and vesting of awards granted under the Virgin Money Share Plans.
2. References to proportions of Virgin Money’s share capital in this announcement are with respect to the issued ordinary share capital as at the close of business on the Last Practicable Date.
3. The premium calculations to the price per Virgin Money Share used in this announcement have been calculated based on the total value of 220 xxxxx per Virgin Money Share, and by reference to: • the Closing Price on 6 March 2024 (being the last Business Day before the commencement of the Offer Period) of 159.1 xxxxx per Virgin Money Share; and • the three-month volume weighted average Closing Price of 157.5 xxxxx per Virgin Money Share as at 6 March 2024.
4. A value of approximately £2.9 billion for the entire issued and to be issued share capital of Virgin Money is based on: • the total value of 220 xxxxx per Virgin Money Share; and • Virgin Money’s fully diluted issued ordinary share capital of 1,321,821,274 Virgin Money Shares, as set out in paragraph 1 above.
5. Unless otherwise stated, the Closing Price of Virgin Money Shares has been sourced from the London Stock Exchange Daily Official List and the volumed weighted average Closing Price of Virgin Money Shares has been derived from Bloomberg.
6. Unless otherwise stated, balance sheet financial information relating to the Virgin Money Group has been extracted (without material adjustment) from the annual report and audited accounts of the Virgin Money Group for the 12 months ended 30 September 2023 and balance sheet financial information relating to Nationwide has been extracted (without material adjustment) from the unaudited consolidated financial statements of Nationwide for the 6 months ...
BASES AND SOURCES. In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. As at close of business on 30 March 2022 (being the last Business Day before the date of this Announcement) there were 303,728,512 Brewin Dolphin Shares in issue (“Issued Share Capital”). The legal entity identifier for the Brewin Dolphin Shares is 213800PS7FS5UYOWAC49.
2. As at 29 March 2022 (being the latest practicable date before the date of this Announcement), there were 15,846,119 Brewin Dolphin Shares subject to awards under the LTPP, EAP and DPSP. Based on the proposals for the LTPP, EAP and DPSP set out in this Announcement, Brewin Dolphin expects that no more than 9,128,018 Brewin Dolphin Shares would be required to satisfy these awards in full. Included within the Issued Share Capital, there are currently 12,241,733 Brewin Dolphin Shares held by the Brewin Dolphin Employee Share Ownership Trust which are expected to be used to satisfy these awards.
3. In addition, included within the Issued Share Capital there are 3,086,960 Brewin Dolphin Shares held in the Brewin Dolphin Holdings Share Incentive Plan Trust of which 3,085,681 Brewin Dolphin Shares are held on behalf of participants in the Brewin Dolphin SIP.
4. Any references to the issued and to be issued ordinary share capital of Brewin Dolphin are each based on those numbers of Brewin Dolphin Shares set out in paragraphs 1 and 2 above.
5. Certain figures included in this Announcement have been subject to rounding adjustments.
6. Unless otherwise stated, the financial information of Brewin Dolphin is extracted (without material adjustment) from Brewin Dolphin’s annual report and financial statements for the 12 months ended 30 September 2021, which were released on 23 November 2021, from Brewin Dolphin’s unaudited results for the period ended 31 December 2021, which were released on 26 January 2022 and unaudited management accounts for the two-month period ended 28 February 2022.
7. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest tenth of a xxxxx.
8. The price as a percentage of Brewin Dolphin’s assets under management as at 28 February 2022 referred to in Section 2 of 2.8% is calculated based on:
(A) a fully diluted equity value of £1.6 billion based on the issued and to be issued share capital of Brewin Dolphin as set out above; and
(B) Brewin Dolphin’s £55.0 billion AuM as at 28 February 2022.
9. Adjusted prof...
BASES AND SOURCES. 1. The value attributed to the existing issued and to be issued ordinary share capital of the Company is based upon an issued ordinary share capital figure of 104,971,924 Augean Shares.
2. Unless otherwise stated, the financial information on Augean is extracted (without material adjustment) from Augean's annual report and accounts for the year ended 31 December 2018, 31 December 2019 and 31 December 2020.
3. All prices quoted for Augean Shares are Closing Prices.
4. Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest one decimal place.
1. Letters of Intent
BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. The financial information on Xxxxxx is extracted (without material adjustment) from Xxxxxx’x Annual Report and Accounts for the year ended 30 June 2020, from Xxxxxx’x results for the three months ended 31 March 2021 and from Xxxxxx’x internal records.
2. The financial information on Meggitt is extracted (without material adjustment) from Meggitt’s Annual Report and Accounts for the year ended 31 December 2020 and from the announcement of Meggitt’s interim results for the six months ended 30 June 2021.
3. The value attributed to the existing issued and to be issued ordinary share capital of Meggitt is based upon the 781,381,883 Meggitt Shares in issue on 30 July 2021 (except for the 9,859 Meggitt Shares held as treasury shares on such date) and the 8,957,944 Meggitt Shares which are the subject of share-settled options and awards outstanding on 30 July 2021 and those expected to be granted prior to 31 December 2021, offset by 1,782,457 Meggitt Shares held in Meggitt’s employee benefit trust.
4. The implied US GAAP Enterprise Value for Meggitt of £7.1 billion incorporates the value attributed to the existing issued and to be issued ordinary share capital of Meggitt set out under paragraph 3, plus total bank and other borrowings of £798.0 million, plus retirement benefit obligations relating to Meggitt’s pension and healthcare schemes of £201.1 million (adjusted for an estimated effective tax rate of 22.0 per cent., resulting in estimated tax-adjusted retirement benefit obligations relating to Meggitt’s pension and healthcare schemes of £156.9 million), less cash and cash equivalents of £139.3 million, less investments of £
BASES AND SOURCES. As at the Last Practicable Date, there were 104,373,151 City Pubs Shares in issue (excluding 1,920,279 City Pubs Shares held in treasury).
BASES AND SOURCES. Unless otherwise stated:
(a) the value of the issued ordinary share capital of CityFibre is based upon 632,651,462 CityFibre Shares in issue on 23 April 2018 (being the last Business Day prior to this Announcement), together with 23,521,313 CityFibre Shares falling to be issued upon the exercise of options and awards granted and outstanding on such date under the CityFibre Share Plans and the Warrants and 7,740,127 CityFibre Shares falling to be issued upon the exercise of options granted and awards which are anticipated to be granted under the CityFibre Share Plans following such date and before the Scheme Record Time;
(b) financial information relating to CityFibre has been extracted from the audited consolidated annual report and accounts of the CityFibre Group for the year ended 31 December 2017; and
(c) all prices quoted for CityFibre Shares are Closing Prices.
BASES AND SOURCES. In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
BASES AND SOURCES. 1. The value attributed to the existing issued and to be issued ordinary share capital of Stock Spirits is based upon the 200,000,000 Stock Spirits Shares in issue on 11 August 2021 and the 4,812,440 Stock Spirits Shares which are the subject of options and awards outstanding under the Stock Spirits Share Schemes on 11 August 2021, offset by 1,331,967 Stock Spirits Shares held in Stock Spirits’ employee benefit trust and excluding dividend equivalents on such options and awards.
2. For the purposes of the financial comparisons contained in this announcement, no account has been taken of any liability to taxation or the treatment of fractions under the Offer.
3. Unless otherwise stated, the financial information on Stock Spirits is extracted (without material adjustment) from Stock Spirits’ Annual Report and Accounts for the year ended 30 September 2020 and from the announcement of Stock Spirits’ interim results for the six months ended 31 March 2021.
4. The market prices of the Stock Spirits Shares are the closing middle market quotations as derived from information published by the London Stock Exchange.
5. The referenced volume weighted average prices are derived from Bloomberg and FactSet refer to trading on the London Stock Exchange only.
6. Certain figures in this announcement have been subject to rounding adjustments.
BASES AND SOURCES. In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
1. As at close of business on 16 May 2023 (being the last Business Day before the date of this announcement) there were 543,983,031 Egdon Shares in issue. The legal entity identifier for the Egdon Shares is 213800WWGH4S9GYSPL77.
2. As at 16 May 2023 (being the last Business Day before the date of this announcement), there were 17,500,000 Egdon Shares and 30,408,000 Egdon Shares that may be issued pursuant to the Egdon Share Plan and the Warrants, respectively.
3. Any references to the issued and to be issued ordinary share capital of Egdon are each based on:
4. Certain figures included in this announcement have been subject to rounding adjustments.
5. Unless otherwise stated, the financial information of Egdon is extracted (without material adjustment) from Egdon’s annual report and financial statements for the 12 months ended 31 July 2022, which were released on 7 November 2022 and Egdon’s interim report for the six months ended 31 January 2023, which was released on 24 April 2023.
6. Volume-weighted average prices have been derived from Refinitiv Eikon and daily trades extracted from the London Stock Exchange website, and have been rounded to the nearest tenth of a xxxxx.
BASES AND SOURCES. (a) As at the close of business on 19 April 2017, being the last business day prior to this Announcement, Atkins had in issue 100,110,799 Atkins Shares (excluding 4,341,000 Atkins Shares held in treasury).
(b) The fully diluted share capital of Atkins is calculated on the basis of (A) the number of issued Atkins Shares set out in paragraph (a) above; and (B) any further Atkins Shares which may be issued on or after the date of this Announcement on the exercise or vesting of awards under the Atkins Share Plans, amounting in aggregate to 101,288,113 Atkins Shares.
(c) The value attributed to the existing issued and to be issued ordinary share capital of Atkins is based upon the Offer Price multiplied by the fully diluted number of Atkins Shares referred to in paragraph (b) above.
(d) The exchange rate used to convert amounts from Sterling to Canadian Dollars or to Canadian Dollars from Sterling is the GBP:CAD exchange rate of 1.7229 as of 5.00 p.m. (UK time) fix on 19 April 2017, being the last business day prior to the date of this Announcement, from Bloomberg.
(e) Unless otherwise stated, the financial information on Atkins is extracted (without material adjustment) from Atkins’ Annual Report and Accounts for the year ended 31 March 2016 and from the announcement of Atkins’ half year results for the six months ended 30 September 2016.
(f) The closing market prices of Atkins Shares are the closing middle market quotations as derived from the Daily Official List.
(g) The volume-weighted average Atkins Share prices have been calculated by reference to data provided by Bloomberg.
(h) The enterprise value of Atkins is based on the value of Atkins’ issued share capital of 100,110,799 Shares by applying the Offer Price, plus Atkins’ net debt of approximately