By Timothy S. Donahue
Top Takeaways:
- Buyback approved: AIR will repurchase 5 million shares.
- $52 million deal: Harraden will receive $10.49 per share.
- More flexibility: Shareholders authorized future open- and off-market repurchases.
AIR is buying back a large block of shares.
AIR Global shareholders approved the repurchase of 5 million shares from Harraden Circle Investors and related entities for $52.45 million, granting the Dubai-based nicotine and inhalation company broader authority for future share buybacks.
The Nasdaq-listed company said Wednesday that all five proposals presented at its Aug. 24 extraordinary general meeting in London were approved.
Under the primary transaction, AIR will pay $10.49 per share for 5 million ordinary shares beneficially owned by Harraden Circle Investors LP and its related Harraden entities.
The repurchase represents about 3.1% of AIR’s 160.4 million currently issued shares, based on the share count disclosed at the meeting.
Shareholders overwhelmingly approved the transaction. About 148.45 million shares voted in favor, representing 99.98% of votes cast and 92.55% of AIR’s total issued share capital. The related repurchase agreement received essentially identical support.
The transaction is linked to a prepaid share forward agreement entered into on May 11, according to AIR. Shareholders also granted the company broader authority to conduct future share repurchases.
That includes off-market transactions, such as issuer tender offers and privately negotiated purchases, as well as open-market purchases on a securities exchange.
AIR said the authorities are intended to give its board greater flexibility to manage the company’s capital structure, subject to legal requirements, market rules, liquidity needs, and directors’ fiduciary duties.
The company emphasized that no additional buybacks are planned beyond the Harraden transaction.
The open-market repurchase authority received support from 99.98% of votes cast. The broader off-market authority received 89.08% support, with 10.91% voting against it.
Shareholders also approved changes to AIR’s articles of association, allowing notices of general meetings to be provided by directing shareholders to notices published on the company’s website, subject to legal and stock exchange requirements.
That proposal received 89.08% approval.
AIR, formerly AIR Global, was founded in 1999 and is headquartered in Dubai. The company operates in more than 90 markets and owns brands across traditional shisha, vaping, and nicotine pouches.
Its portfolio includes Al Fakher flavored shisha molasses, the Crown Switch closed-system vaping platform, and Crown Gems and Al Fakher nicotine pouches.
The Harraden repurchase is a significant capital-management transaction for AIR, only months after it became a Nasdaq-listed company, while the additional shareholder approvals give its board the ability to pursue further buybacks if market and financial conditions warrant them.
