TIDMSHRE
RNS Number : 0123G
Share PLC
13 March 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
13 March 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor Limited and the ii
Group)
PUBLICATION AND POSTING OF THE SCHEME DOCUMENT
On 17 February 2020, the boards of ii and Share plc announced
that they had reached agreement on the terms of a recommended share
and cash offer by ii for the entire issued and to be issued share
capital of Share plc (the "Offer"). The Offer is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
Publication and posting of the Scheme Document
ii and Share plc are pleased to announce that the circular in
relation to the Scheme (the "Scheme Document") setting out, amongst
other things, a letter from the Executive Chairman of Share plc,
details of the Offer, the full terms and conditions of the Scheme,
an expected timetable of principal events and notices convening the
Court Meeting and the General Meeting, together with the related
Forms of Proxy, are being published and posted today to Share plc
Shareholders. Share plc Shareholders will receive the Scheme
Document in accordance with the notice provisions in Share plc's
articles of association.
The letter from the Executive Chairman of Share plc in the
Scheme Document includes the following comments (which were also
set out in the announcement on 17 February 2020):
"I am delighted to welcome this combination of our businesses,
designed to transform the prospects for individual share ownership
and personal investment across the United Kingdom. Our shareowners,
employees and customers are well aware of my passion for
egalitarian capitalism, not only right across society but also
across generations. It delivers the economic freedom that comes
from having a personal reserve of savings and investment, and a
society at ease with itself: as owners, employees and consumers
combine ownership with a responsibility for all.
"At our Annual General Meeting in June 2019, I spoke of our
major strategic ambition to transform Share plc's business over the
coming years. We have to grow significantly in order to achieve
this, not only in profitability but also in scale and in substance.
That is why we have been prepared to investigate how others, who
share our ambition for a more egalitarian form of capitalism, would
work with us in order to achieve it. With our prospective new
colleagues in ii we have discovered just such a meeting of minds,
and a shared purpose for the future."
Action required
As further detailed in the Scheme Document, in order to become
Effective, the Scheme requires, amongst other things, approval by a
majority in number of the Scheme Shareholders present and voting,
either in person or by proxy, at the Court Meeting, or any
adjournment of that meeting, representing not less than 75 per
cent. in value of the Share plc Shares voted by those Share plc
Shareholders and the passing of the related resolution at the
General Meeting. The Scheme is also subject to the satisfaction or
(if applicable) waiver of the Conditions and the further terms set
out in the Scheme Document. The Scheme must also be sanctioned by
the Court.
The Court Meeting is scheduled to be held at 11.00 a.m. on 8
April 2020 and the General Meeting is scheduled to be held at 11.15
a.m. (or as soon thereafter as the Court Meeting shall have been
concluded or adjourned) on 8 April 2020, in each case at the
Godfrey Mitchell Lecture theatre at One Great George Street,
Westminster, London, SW1P 3AA.
The Share plc Directors, who have been so advised by Stephens as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Share plc Directors, Stephens has taken into account the commercial
assessments of the Share plc Directors. Stephens is providing
independent financial advice to the Share plc Directors for the
purposes of Rule 3.1 of the Takeover Code.
Accordingly, the Share plc Directors recommend unanimously that
Share plc Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting as the Share plc Directors who hold Scheme Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of, in aggregate 56,093,203 Share plc Shares,
representing, in aggregate, approximately 39.0 per cent. of the
issued ordinary share capital of Share plc as at 11 March 2020
(being the latest practicable date prior to the publication of the
Scheme Document).
Together with the irrevocable undertakings received from the
Share plc Directors who hold Scheme Shares referred to above, ii
has received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the Special Resolution in respect
of a total of 100,851,118 Share plc Shares, representing, in
aggregate, approximately 70.2 per cent. of the issued ordinary
share capital of Share plc as at 11 March 2020 (being the last
Business Day before the date of this Announcement)
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of Share plc Shareholder opinion. Share plc
Shareholders are therefore strongly urged to complete, sign and
return both of their Forms of Proxy in accordance with the
instructions printed on them, or (as applicable) to appoint a proxy
through CREST, as soon as possible.
Share plc Shareholders should note that if there is insufficient
Scheme Shareholder support for the Scheme at the Court Meeting, the
Scheme will not become Effective.
Share plc Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Share plc trading update
Current trading for Share plc continues in line with the
statements made in the announcement of its preliminary unaudited
results for the year ended 31 December 2019 made on 4 March 2020.
Those statements noted the volatility arising from the markets'
reaction to coronavirus and the increase in dealing volumes seen
since the middle of February 2020.
With regard to coronavirus, the Share plc Group is closely
monitoring government updates, focussing its resources on the
wellbeing of staff in its offices and also ensuring appropriate
plans are in place to ensure that the Share plc Group's operations
can continue to service customers. In addition, the Group notes
that on 11 March 2020 the Bank of England reduced base rates by
0.5%. The immediate impact of the increased market volatility on
dealing volumes has seen a rise in commission levels; however, it
is not possible to predict the longer term impact on investor
sentiment at this stage and the reduction in interest rates will
have a material impact on the Group's ability to earn interest
income from the cash balances it holds on behalf of its
customers.
Shareholder helpline
If Share plc Shareholders have any questions relating to this
announcement, the Scheme Document or the completion and return of
the Forms of Proxy, please contact Share plc's Registrar, Link
Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent,
BR3 4TU, or on 0371 664 0321. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The
helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Asset Services cannot provide any financial, legal or tax
advice or any advice on the merits of the Scheme or the Offer and
calls may be recorded and maintained for security and training
purposes.
Expected timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out below. Subject
to approval at the relevant Meetings, receipt of the Court sanction
and the satisfaction or waiver of the other Conditions set out in
the Scheme Document, the Scheme is expected to become Effective in
the third quarter of 2020.
It is intended that, following the Scheme becoming Effective,
the London Stock Exchange will be requested to cancel trading of
Share plc Shares on AIM.
The dates and times given are indicative only and are based on
Share plc's current expectations and may be subject to change
(including as a result of changes to Court times and the regulatory
timetable). If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified
to Share plc Shareholders by announcement through a Regulatory
Information Service.
Event Time and/or date
(1)
Publication of the Scheme Document 13 March 2020
Latest time for lodging Form of Proxy 11.00 a.m. on 6 April
for the Court Meeting (BLUE form) 2020 (2)
Latest time for lodging Form of Proxy 11.15 a.m. on 6 April
for the General Meeting (WHITE form) 2020 (3)
Scheme Voting Record Time 6.00 p.m. on 6 April
2020 (4)
Court Meeting 11.00 a.m. on 8 April
2020
General Meeting 11.15 a.m. on 8 April
2020 (5)
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or waived, and
the date on which the Court sanctions the Scheme. Share plc will
give adequate notice of all of these dates and times, when known,
by issuing an announcement through a Regulatory Information
Service. Further updates and changes to these times will, at Share
plc's discretion, be notified in the same way. See also note (1)
below.
Court Hearing D (a date expected
to be no later than
21 days after satisfaction
of Condition 3(b))
(6)
Last day of dealings in, and for the registration D
of transfers of, Share plc Shares
Last day of dealings in, and for the registration D
of, transfers of, and disablement in CREST
of, Share plc Shares
Scheme Record Time 6.00 p.m. on D
Dealings in Share plc Shares suspended 7.30 a.m. on D+1 Business
Day
Last time for Nominee Shareholders to Noon on D+1 Business
notify Registrars of Underlying Holders Day
Effective Date of the Scheme D+2 Business Day
Cancellation of admission to trading, By 7.00 a.m. on D+3
on AIM of Share plc Shares Business Day
Latest date for (i) despatch of cheques By no later than 14
or settlement through CREST in respect days after the Effective
of the cash element of the Offer Consideration; Date
(ii) despatch of share certificates in
respect of New ii Shares; and (iii) payment
of Share plc Share Schemes Offer Consideration
Long Stop Date 30 September 2020
(7)
(1) These dates and times are indicative only and will depend,
among other things, upon the date upon which: (i) the Conditions
set out in Part 4 (Conditions and Further Terms of the Offer and
the Scheme) of the Scheme Document are satisfied or (if applicable)
waived; (ii) the Court sanctions the Scheme; and (iii) the Court
Order is delivered to the Registrar of Companies. Share plc will
give adequate notice of these dates and times, when known, by
issuing an announcement through a Regulatory Information
Service.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged at least 48 hours prior to the time appointed for
the Court Meeting (excluding any part of a day that is not a
Business Day). BLUE Forms of Proxy not so lodged may be handed to
the Chairman of the Court Meeting or the Registrar before the start
of the Court Meeting.
(3) WHITE Forms of Proxy for the General Meeting must be lodged
at least 48 hours prior to the time appointed for the General
Meeting (excluding any part of a day that is not a Business Day).
WHITE Forms of Proxy may NOT be handed to the Chairman of the
General Meeting or the Registrar at the General Meeting.
(4) If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the day which is two days before the
date set for such adjourned Meeting.
(5) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
6 Condition 3(b) is set out in Part 4 (Conditions and Further
Terms of the Offer and Scheme) of the Scheme Document. If the
Conditions were all satisfied or waived (as applicable) prior to
the date of the Meetings, then this date is expected to be a date
not later than 21 days after the date of the Meetings.
(7) This is the latest date by which the Scheme may become
Effective. However the Long Stop Date may be extended to such later
date as ii and Share plc may, with the consent of the Panel, agree
and, if required, the Court may allow.
General
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document.
All references to times in this announcement are to London times
unless otherwise stated.
Enquiries:
ii/Interactive Investor
Richard Wilson Tel: +44 (0) 207 930 0777
Barry Bicknell
Rothschild & Co (Financial Adviser to ii)
Stephen Fox Tel: +44 (0) 20 7280 5000
Toby Ross
Peter Brierley
TB Cardew (PR Adviser to ii)
Tom Allison Tel: +44 (0) 20 7930 0777
Shan Shan Willenbrock
Share plc
Gavin Oldham, Executive Chairman Tel: +44 (0) 1296 414141
Richard Stone, Chief Executive
Mike Birkett, Finance Director
Stephens (Financial Adviser to Share plc)
Hugh Elwes Tel: +44 (0) 20 3757 9900
Jake Delaney
Cenkos Securities plc (Nominated Adviser and broker to Share
plc)
Mark Connelly Tel: +44 (0) 20 7397 8900
Katy Birkin
KTZ Communications (Share plc Financial Public Relations)
Katie Tzouliadis Tel: +44 (0) 20 3178 6378
Dan Mahoney
Important notices
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to ii and no one else in connection
with the matters described in this announcement and the Scheme
Document and will not be responsible to anyone other than ii for
providing the protections afforded to clients of Rothschild &
Co nor for providing advice in connection with any matter referred
to herein. Neither Rothschild & Co nor any of its affiliates
(nor their respective directors, officers, employees or agents)
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
Rothschild & Co in connection with this announcement or the
Scheme Document, any statement contained herein, the Offer or
otherwise.
Stephens Europe Limited ("Stephens"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser to Share plc and no one else in connection with the matters
described in this announcement and the Scheme Document and will not
be responsible to anyone other than Share plc for providing the
protections afforded to clients of Stephens nor for providing
advice in connection with any matter referred to herein. Neither
Stephens nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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 Stephens in connection with this announcement or
the Scheme Document, any statement contained herein, the Offer or
otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as nominated
adviser and broker to Share plc and no one else in connection with
the matters described in this announcement and the Scheme Document
and will not be responsible to anyone other than Share plc for
providing the protections afforded to clients of Cenkos nor for
providing advice in connection with any matter referred to herein.
Neither Cenkos nor any of its affiliates (nor their respective
directors, officers, employees or agents) 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 Cenkos in connection with this
announcement or the Scheme Document any statement contained herein,
the Offer or otherwise.
Publication of this announcement
A copy of this announcement and the Scheme Document will be made
available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on ii.co.uk/share and
https://www.share.com/share-plc .
The contents of ii's website and Share plc's website are not
incorporated into and do not form part of this announcement.
Request for a hard copy
Share plc shareholders may request a hard copy of this
announcement and the Scheme Document (and any information
incorporated by reference in the Scheme Document) by contacting
Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire,
HP21 8SZ or by telephoning 01296 414141 or by emailing
agm@share.co.uk. Share plc Shareholders may also request that all
future documents, announcements and information in relation to the
Offer be sent in hard copy form.
Important Information
If Share plc Shareholders are in any doubt about the Offer, the
contents of this announcement, the Scheme Document or the action
they should take, they are recommended to seek their own
independent financial, tax and legal advice immediately from their
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if they are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPBRGDXCXBDGGD
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March 13, 2020 03:00 ET (07:00 GMT)
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