Spitfire announces today the repurchase of 16,666,667 shares in Spitfire held by Griffin at 5 pence per share (the “Transaction”), representing a discount of 13.0% to the closing share price of a Spitfire share on 27 December 2013 of 5.75 pence. The purchased shares will be cancelled. Following such repurchase, Spitfire will have 25,884,001 shares in issue.
The common, and therefore conflicted, directors of both Griffin and Spitfire have not participated in the respective board decisions relating to the Transaction. Panmure Gordon (UK) Limited (“Panmure Gordon”) acts as nominated adviser to both Spitfire and Griffin. Panmure Gordon has not acted for Griffin in any aspect of the Transaction and has not been involved, from either party’s point of view, in negotiations on the price at which the shares have been repurchased.
The Spitfire independent director considers, having consulted with Spitfire’s nominated adviser, that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.