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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