TIDMAFHP TIDMAFHB
RNS Number : 6572Z
AFH Financial Group Plc
25 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
25 May 2021
RECOMMED CASH ACQUISITION
of
AFH FINANCIAL GROUP PLC
by
CORTINA BIDCO LIMITED
(a newly incorporated company indirectly controlled by funds
managed by Flexpoint Ford, LLC)
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Proposals dated 8 February 2021 made to the holders of loan
stock issued under trust deed dated 29 July 2019 constituting
GBP15,000,000 4 per cent. Convertible Unsecured Loan Stock 2024
("Notes") pursuant to Rule 15 of the City Code
Further to the announcement of the expected Scheme timetable on
21 May 2021, the Company is sending written notice to the holders
of AFH CULS confirming the period in which the proposals made to
them in the letter dated 8 February 2021 ("CULS Proposals") may be
accepted.
For ease of reference a copy of the of the CULS Proposals (which
contains an Election Form in respect of AFH CULS held in
certificated form) and the Independent Directors' recommendation in
relation to the CULS Proposals can be found at:
https://www.afhwm.co.uk/investor-relations/offer/
On the basis of the proposed Scheme Record Time of 16 June 2021,
the conversion price applicable to the Conversion Proposal would be
380 pence per Conversion Share.
If you hold Notes in certificated form:
-- to convert some or all of your Notes and/or to redeem some or
all of your Notes, you are required to serve the Election Notice
enclosed with the CULS Proposals by completing, signing and
returning it. The completed and signed election notice should be
sent with the supporting certificate for the Notes as soon as
possible to Equiniti, Corporate Actions, Aspect House, Spencer
Road, Lancing West Sussex BN99 6DA. The completed and signed
election notice and the relevant certificate for the Notes must be
received no later than 1:00 p.m. on 10 June 2021.
If you hold Notes in uncertificated form, that is in CREST:
-- if you wish to accept the Conversion Proposal, you should
arrange to input a USE instruction in the CREST system (Registrar's
Participant ID 2RA10; Registrar's Member Account ID RA 364101) in
respect of the number of Notes in respect of which you wish to
accept the Conversion Proposal; and
-- if you wish to accept the Redemption Proposal, you should
arrange to input a USE instruction in the CREST system (Registrar's
Participant ID 2RA21; Registrar's Member Account ID RA 364901) in
respect of the number of Notes in respect of which you wish to
accept the Redemption Proposal.
CREST members and CREST sponsors (on behalf of CREST sponsored
members) should note that Euroclear UK & Ireland Limited does
not make special procedures in CREST for any particular corporate
action. Normal system timings and limitations will therefore apply
in relation to input of a USE instruction and its settlement. It is
the responsibility of the holder of the Notes concerned to take
(or, if the holder is a CREST sponsored member, procure that his
CREST sponsor takes) the action necessary to ensure that a valid
acceptance is received by 1:00 p.m. on 10 June 2021 . Holders of
Notes and (where applicable) CREST sponsors are referred in
particular to those sections of the CREST manual concerning
practical limitations of the CREST system and timings.
Words and expressions defined in the Scheme Document and the
CULS Proposals shall, unless the context provides otherwise, have
the same meanings in this announcement.
Enquiries
AFH Financial Group Plc +44 (0) 152 757 7775
John Wheatley (Chairman)
Alan Hudson (Chief Executive Officer)
Keefe, Bruyette & Woods (acting
through Stifel Nicolaus Europe
Limited) (Sole Financial Adviser
to AFH) +44 (0) 20 7710 7600
Alistair McKay
Alex Price
Dennis Towers
Tiber Karadag
Shore Capital (Nominated Adviser
and broker) +44 (0) 207 408 4090
Hugh Morgan
Daniel Bush
Sarah Mather
Henry Wilcocks
Cortina Bidco Limited via Raymond James
Steven Begleiter
Daniel Edelman
Stephane Essama
---------------------
Raymond James Financial International
Limited (Sole Financial Adviser
to Bidco) +44 (0) 203 798 5700
---------------------
Dominic Emery
Edward Griffin
Junya Iwamoto
---------------------
Further information
Stifel Nicolaus Europe Limited, which also trades under the name
Keefe, Bruyette & Woods ("KBW"), and which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to AFH and no-one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of KBW nor for providing advice in connection with the
matters referred to herein. Neither KBW nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of KBW in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited ("Shore Capital") are authorised and regulated
in the United Kingdom by the FCA. Shore Capital is acting
exclusively for AFH and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of Shore Capital or for providing advice in connection with
the matters referred to in this Announcement. Neither Shore Capital
nor any of its subsidiaries or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
Announcement or any matter referred to herein.
Eversheds Sutherland (International) LLP is retained as legal
adviser to AFH.
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Bidco and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Kirkland & Ellis International LLP is retained as legal
adviser to Flexpoint and Bidco.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval, in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of AFH in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely by means of the Scheme Document, the
Supplemental Document (or, if applicable, the offer document
containing any Offer), which will contain the full terms and
conditions of the Acquisition including details of how to vote in
respect of the Scheme (or, if applicable, how to accept the Offer).
Any vote in respect of the Scheme or other response in relation to
the Acquisition should be made only on the basis of the information
contained in the Scheme Document, the Supplemental Document (or, if
applicable, the offer document containing any Offer).
Overseas jurisdictions
The availability of the Acquisition to AFH Shareholders who are
not resident in, and citizens of, the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their AFH Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purposes of complying
with English Law, the AIM Rules, UK MAR, the rules of the London
Stock Exchange and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in
accordance with the laws of jurisdictions outside of
England.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction or any jurisdiction where to do
so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law or regulation), the
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
Additional information for US Holders
US Holders should note that the Acquisition relates to the
securities of an English company and is proposed to be implemented
under a scheme of arrangement under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the US Exchange Act and the
proxy solicitation rules under the US Exchange Act will not apply
to the Acquisition. The Scheme will be subject to UK disclosure
requirements and practices which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in the Scheme Document has been
prepared in accordance with IFRS and thus may not be comparable to
financial information of companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if Bidco were to exercise its right
to implement the Acquisition of the AFH Shares by way of an Offer,
such Offer will be made in compliance with applicable US tender
offer and securities laws and regulations. Such an Offer would be
made by Bidco.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each AFH Shareholder is urged to
consult his, her or its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws since Bidco
and AFH are located in countries other than the US and some or all
of their officers and directors may be residents of countries other
than the US. US Holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, AFH Shares outside of
the US, other than pursuant to the Acquisition, until the date on
which the Scheme and/or the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on AFH's website at
https://www.afhwm.co.uk/investor-relations by no later than 12 noon
(London time) on the business day following the date of this
Announcement. For the avoidance of doubt, the contents of this
website is not incorporated by reference into, and does not form
part of, this Announcement.
Requesting hard copy documents
AFH Shareholders may request a hard copy of this Announcement by
contacting the Company Secretary of AFH during business hours on
+44 (0)152 757 7775 or by submitting a request in writing to the
Company Secretary of AFH at AFH House, Buntsford Drive, Stoke
Heath, Bromsgrove, Worcestershire, B60 4JE. You may also request
that all future documents, Announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
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END
MSCDKQBNKBKBFPB
(END) Dow Jones Newswires
May 25, 2021 02:00 ET (06:00 GMT)
Afh Financial (LSE:AFHP)
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