CentralNic £30 million increase to its second share buyback programme

CentralNic Group Plc (LON:CNIC), the global internet company that derives recurring revenue from privacy-safe, AI-based customer journeys that help online consumers make informed choices, has communicate a £30 million increase to its second share buyback programme of ordinary shares of £0.001 each, up to a maximum aggregate consideration of £34 million. The second Buyback Programme was launched effective 15 May 2023.

The Board considers the Buyback Programme to be in the best interests of all shareholders, given the cash generative nature of the business. It reflects the Group’s renewed capital allocation policy geared towards greater returns to shareholders.

The expansion is effective today and will end no later than the date upon which the aggregate consideration paid for Ordinary Shares across the Buyback Programme is £34 million, or a total of 28,866,000 Ordinary Shares (ten per cent. of the Company’s issued Ordinary Shares) have been acquired under the Buyback Programme, or the expiration of the authority granted at the last Annual General Meeting held on 24 April 2023.

The company has appointed its broker, Zeus Capital Limited, to manage the Buyback Programme to repurchase Ordinary Shares on its behalf and entered into a revised irrevocable and non-discretionary arrangement on 30 June 2023 with Zeus to enable Zeus to conduct the Buyback Programme on a broker-managed basis. Zeus will make trading decisions in relation to the Buyback Programme independently of the Company, within certain defined parameters. During the Buyback Period the Company has no power to invoke any changes to the authority and any purchases will be undertaken by Zeus, acting independently of, and uninfluenced by, the Company.

Ordinary Share repurchases will take place in open market transactions and may be made from time to time depending on market conditions, share price and trading volume. The extension of Buyback Programme remains in accordance with the Company’s general authority to purchase a maximum of 28,866,000 Ordinary Shares, granted by its shareholders at the AGM, including that the maximum price paid per Ordinary Share will be no more than: a) 105 per cent. of the average trading price of the Ordinary Shares as derived from the middle market quotations for an Ordinary Share on the London Stock Exchange Daily Official List for the five trading days immediately preceding the date on which an Ordinary Share is contracted to be purchased; and b) the higher of the price of the last independent trade and the highest current independent purchase bid for Ordinary Shares on the trading venue where the purchase is carried out.

Under the Buyback Programme, the repurchased shares will either be cancelled or held in treasury at the Company’s discretion for later reissue or cancellation.   Shares held in treasury are not entitled to dividends and have no voting rights at the Company’s general meetings.

The Buyback Programme will be conducted within the parameters of the Market Abuse Regulation 596/2014/EU and the Commission Delegated Regulation 2016/1052/EU (each as in force in the UK from time to time, including where relevant pursuant to the Market Abuse (Amendment) (EU Exit) Regulations 2019.

The Company will make further announcements in due course following any share purchases conducted through the Buyback Programme.

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