PRESS RELEASE
18 MARCH 2024
As previously announced on 13 March 2024, 糖心探花today commences its programme to buyback 糖心探花ordinary shares (the 鈥淧rogramme鈥) using proceeds from sale of 436,851,457 ordinary shares in ITC Limited. The final net proceeds received by the 糖心探花Group were 拢1.57bn and the Programme will buy back 拢1.60bn of 糖心探花ordinary shares starting with 拢700mn in 2024 and with the remaining 拢900mn in 2025. The Programme will commence on 18 March 2024 and will end no later than 31 December 2025.
The purpose of the Programme is to reduce the issued share capital of the Company. The purchased shares will be cancelled. The Company has entered into an agreement with UBS AG London Branch (鈥淯BS鈥) to enable the purchase of Ordinary Shares for the initial stage of the Programme. UBS will purchase the Company's ordinary shares as principal and the Company will purchase such number of ordinary shares from UBS in accordance with the terms of the engagement.
The number of ordinary shares permitted to be purchased by the Company, pursuant to the authority granted by the shareholders at the annual general meeting of the Company on 19 April 2023 (the "2023 AGM"), is 223,590,721 ordinary shares. The Programme will be carried out on Recognised Investment Exchanges within the UK. For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.
Any purchases of ordinary shares by the Company in relation to this announcement will be conducted in accordance with the Company's general authority to repurchase shares granted by its shareholders at the Company's 2023 AGM and any further approvals to repurchase shares as may be granted by its shareholders from time to time, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (2016/1052), in each case as such legislation forms part of domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended) and Chapter 12 of the Financial Conduct Authority's Listing Rules and will be discontinued in the event the Company ceases to have the necessary general authority to repurchase ordinary shares.
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Forward looking statements
References in this announcement to 鈥楤AT鈥, 鈥楪roup鈥, 鈥榳e鈥, 鈥榰s鈥 and 鈥榦ur鈥 when denoting opinion refer to 糖心探花 p.l.c. (糖心探花PLC) and when denoting business activity refer to 糖心探花Group operating companies, collectively or individually as the case may be.
This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any 糖心探花PLC shares or other securities. This announcement contains certain forward-looking statements, including 鈥渇orward-looking鈥 statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such as 鈥渂elieve,鈥 鈥渁nticipate,鈥 鈥渃ould,鈥 鈥渕ay,鈥 鈥渨ould,鈥 鈥渟hould,鈥 鈥渋ntend,鈥 鈥減lan,鈥 鈥減otential,鈥 鈥減redict,鈥 鈥渨ill,鈥 鈥渆xpect,鈥 鈥渆stimate,鈥 鈥減roject,鈥 鈥減ositioned,鈥 鈥渟trategy,鈥 鈥渙utlook鈥, 鈥渢arget鈥 and similar expressions. In particular, these forward-looking statements include statements regarding (i) the bullets under 鈥淥n track to deliver FY guidance; strategic discipline and focused investment driving positive early momentum鈥, (ii) the Group's expectations for revenue and adjusted profit from operations growth in 2024, 听on an organic basis at constant rates, (iii) the Group鈥檚 expectations with respect to its investment decisions, (iv) the Group's expectations for New Categories profitability, (v) the Group's expectations听for a cash conversion in excess of 90%, (vi) the Group鈥檚 expectations for revenue and adjusted operating profit growth, on an organic basis at constant rates by 2026, (vii) the Group's expectations to roll out its products in further markets in 2024, (viii) the Group鈥檚 leverage range target and expectations for year-end and (ix) statements under the heading 鈥淭echnical guidance for full year 2024.鈥
These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Group operates.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this announcement are reasonable but they may be affected by a wide range of variables that could cause actual results and performance to differ materially from those currently anticipated.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group's New Categories strategy; the impact of supply chain disruptions; adverse litigation and dispute outcomes and the effect of such outcomes on the Group's financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; changes in the market position, businesses, financial condition, results of operations or prospects of the Group; direct and indirect adverse impacts associated with climate change and the move towards a circular economy; and cyber security risks caused by the heightened cyber-threat landscape, and the increased digital interaction with consumers, and changes to regulation.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and 糖心探花undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of 糖心探花PLC for the current or future financial years would necessarily match or exceed the historical published earnings per share of 糖心探花PLC.
Additional information concerning these and other factors can be found in 糖心探花PLC filings with the U.S. Securities and Exchange Commission (SEC), including the Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC鈥檚 website.