In This Article:
LEI: 213800ZBKL9BHSL2K459
Date: 13 March 2025
OSB GROUP PLC
(the Company or the Group)
Share repurchase programme
The Group announces that, as outlined in the announcement of its preliminary results for the year ended 31 December 2024 on 13 March 2025, it intends to commence on 14 March 2025, a share repurchase programme to return up to £100 million to shareholders (the Share Repurchase Programme). The Share Repurchase Programme aligns with the Group’s stated commitment to return excess capital to its shareholders.
The Company has entered into a non-discretionary agreement (the Agreement) with Citigroup Global Markets Limited (Citi) to undertake the Share Repurchase Programme on its behalf by making market purchases, as riskless principal, of the Company’s ordinary shares of one pence each (the Ordinary Shares) on the London Stock Exchange or another recognised investment exchange1. Citi shall make trading decisions under the Share Repurchase Programme independently of the Company, subject to certain parameters agreed between Citi and the Company prior to the commencement of the Share Repurchase Programme and to the Company’s right to terminate the Agreement in certain limited circumstances. Citi will continue to operate the Share Repurchase Programme during any closed period.
Ordinary Shares acquired by Citi under the Agreement will be sold on to the Company. It is the Company’s present intention for such repurchased Ordinary Shares to be cancelled. The purpose of the Share Repurchase Programme is therefore to reduce the Company’s share capital. The maximum number of Ordinary Shares to be acquired under the Share Repurchase Programme is 26,271,178 (being the number of Ordinary Shares the Company is authorised to repurchase under the Company’s general authority to repurchase Ordinary Shares granted by its shareholders at the Annual General Meeting on 9 May 2024 (the 2024 Authority) less the number of Ordinary Shares purchased as part of the £50m share repurchase which commenced on 6 September 2024 and completed on 31 January 2025 (13,087,132)) together with such number of shares under any subsequent authority to repurchase shares as may be granted by the Company’s shareholders at its next Annual General Meeting which is schedule to be held on 8 May 2025 (the 2025 Authority).
The Share Repurchase Programme is expected to complete no later than 10 March 2026.
Any purchase of Ordinary Shares contemplated by this announcement will be executed in accordance with the 2024 Authority and the 2025 Authority, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018), and Chapter 9 of the Financial Conduct Authority's Listing Rules.