TIDMFCAP TIDMCNKS
RNS Number : 9390T
finnCap Group PLC
23 March 2023
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
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER AND NEW
FINNCAP SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME
DOCUMENT AND THE FINNCAP CIRCULAR WHICH ARE PROPOSED TO BE
PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO
CENKOS SECURITIES PLC AND FINNCAP GROUP PLC
FOR IMMEDIATE RELEASE
23 March 2023
RECOMMED ALL-SHARE MERGER
of
Cenkos SECURITIES PLC
and
finncap GROUP PLC
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of finnCap Group plc ("finnCap") and Cenkos
Securities plc ("Cenkos") are pleased to announce that they have
reached agreement on the terms and conditions of a recommended
all-share merger of finnCap and Cenkos (the "Merger") to create a
market-leading full-service advisory firm for growth and investment
companies (the "Combined Group").
-- The Combined Group has (on a proforma combined basis) more
than 210 retained listed or quoted clients and employs more than
230 colleagues with ambitions to build on strong foundations across
equity capital markets, M&A advisory, debt advisory, and
private growth capital fundraising.
-- The Combined Group has in excess of GBP50 million of proforma
combined revenues and in excess of GBP20 million combined cash on
its balance sheet.
-- There are potentially significant cost synergies from common
systems, processes, regulatory overlap and infrastructure, as well
as clear future revenue potential through broader client reach and
collaboration across equity and private capital market disciplines
for the Combined Group.
-- The Combined Group will be led by the existing CEOs of Cenkos
and finnCap as co-CEOs. Lisa Gordon will become Chair of the
Combined Group Board which will comprise equal numbers of finnCap
and Cenkos Directors.
-- Under the terms of the Merger, Cenkos Shareholders and
finnCap Shareholders will each hold approximately 50% of the entire
issued ordinary share capital of finnCap.
-- The Merger is to be implemented by means of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Comments on the Merger
Lisa Gordon, Chair of Cenkos and intended Chair of the Combined
Group Board, said: "This proactive and mutually-beneficial merger
creates a champion for growth and investment companies, both
UK-quoted and private entrepreneurial businesses, that are the
backbone of our economy. The two firms' cultures are very similar,
and our client lists and capabilities are complementary. This is
good for our clients, our employees, our investors and the UK
capital markets as a whole."
Robert Lister, Chair of finnCap and intended senior independent
non-executive director of the Combined Group Board, said: " It has
been a pleasure to serve as Chair of finnCap over the last two
years. I have been impressed by the collective spirit, dynamism
and, in sometimes challenging times, the resilience of our people.
Whilst I strongly believe in the prospects of finnCap, I am excited
by the potential of the Combined Group and I look forward to
working with Lisa and the Combined Group Board and seeing our
combined business prosper."
Julian Morse, CEO of Cenkos and intended co-CEO of the Combined
Group, said: "This merger is a true meeting of minds: the
combination of two firms with a shared client-centric culture,
which presents the opportunity to create a premium full-service
advisory house supporting growth and investment companies and grow
our combined business and its revenues."
John Farrugia, co-CEO of finnCap and intended co-CEO of the
Combined Group, said: "In Cenkos we have found a partner who shares
the same vision, desire and drive to create one of the leading
financial services advisory firms focused on the mid-market. With
our collective strength in capital markets, M&A, debt advisory
and private growth, we believe that we are able to provide an
unrivalled level of service to all our current and prospective
clients."
Key terms
-- Under the terms of the Merger, each Cenkos Shareholder will
be entitled to receive:
for each Cenkos Share: 3.19420647 New finnCap Shares
-- Based on this exchange ratio (the "Exchange Ratio") and the
Closing Price of 11.625 pence per finnCap Share on 22 March 2023
(being the Latest Practicable Date), the Merger values each Cenkos
Share at 37.13 pence, comprising an equity value of Cenkos' entire
issued ordinary share capital as at the Latest Practicable Date of
approximately GBP21.1 million and finnCap's entire issued ordinary
share capital as at the Latest Practicable Date of approximately
GBP21.1 million.
-- Each Cenkos Shareholder will be entitled to receive and
retain the 0.5 pence cash dividend for each Cenkos Share held on
the 2022 Dividend Record Date (the "2022 Dividend") which was
announced on 10 March 2023 and is to be paid in respect of the
financial year ended 31 December 2022 to Cenkos Shareholders
without any reduction in their entitlements under the Exchange
Ratio pursuant to the Scheme. The 2022 Dividend is due to be paid
on 22 June 2023 to those Cenkos Shareholders who are on Cenkos'
register of members at close of business on 26 May (the "2022
Dividend Record Date").
-- The Cenkos Board intends in due course to declare an interim
dividend of 3 pence per Cenkos Share, which is intended to be
formally declared after 30 June 2023 and paid before the Effective
Date (the "Interim Dividend"). The timetable relating to the
proposed Interim Dividend will be notified in due course. Holders
of Cenkos Shares as at the record date for the Interim Dividend
shall be entitled to receive the Interim Dividend without any
reduction in their entitlements under the Exchange Ratio pursuant
to the Scheme. Further information regarding the Interim Dividend
will be notified in due course. Cenkos Shareholders should be aware
that Cenkos reserves the right to bring forward the declaration,
vary or even cancel the Interim Dividend at any time prior to its
payment.
-- Upon completion of the Merger, Cenkos Shareholders and
finnCap Shareholders will each hold approximately 50% of the entire
issued ordinary share capital of finnCap, whose shares will
continue to be traded on AIM.
-- The Merger is supported by Cenkos Shareholders Jim Durkin,
Bridger Limited, Stephen Keys, Sarah Keys and Michael Johnson, who
have irrevocably undertaken to vote in favour of the Scheme in
respect of 11,492,897 Scheme Shares, representing 20.27 per cent.
of the issued share capital of Cenkos as at the Latest Practicable
Date.
-- In addition, irrevocable undertakings to vote or procure the
vote in favour of the Scheme have been given by Cenkos Directors in
respect of an aggregate 1,587,653 Scheme Shares, representing 2.80
per cent. of the issued share capital of Cenkos as at the Latest
Practicable Date.
-- Canaccord Genuity Asset Management Limited has given a letter
of intent to procure votes in favour of the Merger in respect of
5,500,000 Scheme Shares, representing 9.70 per cent. of the issued
share capital of Cenkos as at the Latest Practicable Date.
-- The Merger is supported by finnCap Shareholders Jon Moulton,
Vin Murria, Sam Smith, Lord Leigh, Mark Tubby, Peter Gray, and Rhys
Williams , who have irrevocably undertaken to vote or procure the
vote in favour of the finnCap Resolution in respect of 83,860,205
finnCap Shares, representing 46.31 per cent. of the issued share
capital of finnCap as at the Latest Practicable Date.
-- In addition, irrevocable undertakings to vote or procure the
vote in favour of the finnCap Resolution have been given by finnCap
Directors in respect of an aggregate 10,168,726 finnCap Shares,
representing 5.62 per cent. of the issued share capital of finnCap
as at the Latest Practicable Date.
-- In aggregate, Cenkos and finnCap have received irrevocable
undertakings and a letter of intent to vote or procure votes in
favour of the Merger in respect of 18,580,550 Scheme Shares,
representing 32.77 per cent. of the issued share capital of Cenkos
as at the Latest Practicable Date and irrevocable undertakings to
vote or procure votes in favour of the finnCap Resolution in
respect of 94,028,931 finnCap Shares, representing 51.92 per cent.
of the issued share capital of finnCap as at the Latest Practicable
Date.
Recommendations
-- The Cenkos Directors, who have been so advised by SPARK
Advisory Partners as to the financial terms of the Merger, consider
the terms of the Merger to be fair and reasonable and in the best
interests of the Cenkos Shareholders taken as a whole. Accordingly,
the Cenkos Directors recommend unanimously that Cenkos Shareholders
vote or procure votes to approve the Scheme at the Court Meeting
and to vote or procure votes in favour of the Resolutions to be
proposed at the General Meeting, as they have irrevocably
undertaken to do (or procure to be done) in respect of their own
legal and beneficial holdings of Cenkos Shares, being, in
aggregate, 1,587,653 Cenkos Shares representing approximately 2.80
per cent. of the issued share capital of Cenkos as at the Latest
Practicable Date.
-- In providing their advice to the Cenkos Directors, SPARK
Advisory Partners has taken into account the commercial assessments
of the Cenkos Directors. SPARK Advisory Partners is providing
independent financial advice to the Cenkos Directors for the
purposes of Rule 3 of the Takeover Code.
-- In order to allot and issue the New finnCap Shares, finnCap
will be required to seek the approval of the finnCap Shareholders
of the required authorities at the finnCap General Meeting. The
Merger is accordingly conditional on the approval of the finnCap
Shareholders of the issuance of the New finnCap Shares at the
finnCap General Meeting. The finnCap Directors consider the Merger
to be in the best interests of finnCap and the finnCap Shareholders
as a whole and intend unanimously to recommend that finnCap
Shareholders vote in favour of the finnCap Resolution to be
proposed at the finnCap General Meeting, as they have irrevocably
undertaken to do (or procure to be done) in respect of their own
legal and beneficial holdings of 10,168,726 finnCap Shares (and
those of their close family members) representing, in aggregate,
approximately 5.62 per cent. of the issued share capital of finnCap
as at the Latest Practicable Date.
Timetable and Conditions
-- It is intended that the Merger will be implemented by means
of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although the right to effect the Merger by way of a
Takeover Offer, subject to the consent of the Panel and the terms
of the Co-operation Agreement, is reserved).
-- The Merger will be made in accordance with the Takeover Code
and on the terms and subject to the Conditions set out in Appendix
1 to this Announcement. In particular, the Merger is conditional
on, amongst other things: (i) the approval by the FCA of the change
of control in Cenkos in accordance with section 189 of the FSMA;
and (ii) given the importance to each of Cenkos and finnCap of
their ability to operate as Nominated Adviser to AIM companies, the
requirement that each of Cenkos and finnCap maintain their status
as Nominated Adviser pursuant to the AIM Rules for Nominated
Advisers for the period ending on the Effective Date. Full details
of the Merger will be set out in the Scheme Document.
-- It is expected that the Scheme Document, containing further
information about the Merger and notices of the Court Meeting and
the General Meeting, together with the associated forms of proxy,
will be posted to Cenkos Shareholders during April 2023 (or such
later date as Cenkos, finnCap and the Panel agree) and the Meetings
are expected to be held shortly thereafter.
-- It is expected that the finnCap Circular will be posted to
finnCap Shareholders at a similar time as the Scheme Document is
posted to Cenkos Shareholders, with the finnCap General Meeting
being held before the Cenkos Meetings.
-- Taking into account the FCA approval timetable, the Scheme is
currently expected to become Effective during the third calendar
quarter of 2023, subject to the satisfaction (or, where applicable,
waiver) of the Conditions and further terms set out in Appendix 1
to this Announcement. An expected timetable of key events relating
to the Merger will be provided in the Scheme Document.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement, including the Appendices to
it. The Merger will be subject to the Conditions and further terms
set out in Appendix 1 to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix 2 to this Announcement contains the sources of information
and bases of calculations of certain information contained in this
Announcement. Appendix 3 contains a summary of the irrevocable
undertakings and letters of intent received by finnCap and Cenkos
in relation to this Merger. Appendix 4 contains definitions of
certain expressions used in this summary and in this
Announcement.
Enquiries:
finnCap
Tel: +44 (0)20 7220 0500
John Farrugia, Chief Executive Officer
investor.relations@finncap.com
Richard Snow, Chief Financial Officer
Henrik Persson, Strategic PLC Advisory
Cenkos
Tel: +44 (0)207 397 8900
Lisa Gordon, Chair
Julian Morse, Chief Executive Officer
Ben Procter, Chief Financial Officer
Jeremy Osler, Head of Corporate Finance & General
Counsel
SPARK Advisory Partners Tel: +44 (0)203 368 3552
(Financial Adviser and Nominated Adviser to Cenkos)
Matt Davis
Grant Thornton (Nominated Adviser to finnCap) Tel: +44 (0)20
7383 5100
Philip Secrett/Samantha Harrison/George Grainger
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0)20 3179
5344
Mike Seabrook
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0)20 7220
0500
Rhys Williams/Tim Redfern
Hudson Sandler (PR Adviser to finnCap)
Dan de Belder
Tel: +44 (0)7977 927142
Rebekah Chapman Tel: +44 (0)7702 596674
The Nisse Consultancy (PR Adviser to Cenkos) Tel: +44 (0) 7769
688618
Travers Smith LLP is acting as legal adviser to finnCap and
Simmons & Simmons LLP is acting as legal adviser to Cenkos.
This Announcement contains certain inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the Cenkos' and finnCap's obligations under Article 17 of MAR. For
the purposes of MAR, this announcement is being made on behalf of
Cenkos by Jeremy Osler, Head of Corporate Finance & General
Counsel and on behalf of finnCap by Richard Snow, Chief Financial
Officer.
Important notice about financial adviser
SPARK Advisory Partners Limited (" SPARK Advisory Partners "),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting as financial adviser
to Cenkos and for no one else in connection with the Merger and
will not be responsible to anyone other than Cenkos for providing
the protections afforded to its clients nor for providing advice in
relation to the Merger, the contents of this Announcement or any
other matters referred to in this Announcement.
Grant Thornton UK LLP ("Grant Thornton") is authorised and
regulated in the United Kingdom by the FCA and is acting as
nominated adviser for finnCap and no one else in connection with
the Merger and will not regard any other person as its client in
relation to the Merger and will not be responsible to anyone other
than finnCap for providing the protections afforded to clients of
Grant Thornton or for providing advice in relation to the Merger,
the contents of this Announcement or any other matters referred to
in this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Merger or otherwise,
nor shall there be any purchase, sale, issuance or exchange of
securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale issuance or exchange is unlawful. The
Merger will be implemented solely pursuant to the Scheme Document
(or, if the Merger is implemented by way of a Takeover Offer, the
Offer Document), which will contain the full terms and conditions
of the Merger, including details of how to vote in respect of the
Merger. Any decision in respect of, or other response to, the
Merger should be made only on the basis of the information in the
Scheme Document (or, if the Merger is implemented by way of a
Takeover Offer, the Offer Document) and the finnCap Circular.
Cenkos and finnCap will prepare the Scheme Document (or, if the
Merger is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to Cenkos Shareholders at no cost to
them. Cenkos and finnCap urge Cenkos Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Merger.
finnCap will prepare the finnCap Circular to be distributed to
finnCap Shareholders. finnCap urges finnCap Shareholders to read
the finnCap Circular carefully when it becomes available.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Overseas jurisdictions
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the AIM Rules, the Takeover
Code, the Market Abuse Regulation (EU 596/2014) (which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018) and
the Disclosure Guidance and Transparency Rules and 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 England and Wales. Nothing in
this Announcement should be relied on for any other purpose.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any
persons into whose possession this Announcement comes should inform
themselves of, and observe, such restrictions. In particular the
ability of persons who are not resident in the United Kingdom to
vote their Cenkos Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Further
details in relation to the Overseas Shareholders will be contained
in the Scheme Document. Any failure to comply with any such
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 Merger
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by finnCap or required by the
Takeover Code, and permitted by applicable law and regulation, New
finnCap Shares to be issued pursuant to the Merger shall not be
made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such means from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction and no person may vote in favour of the Merger
by use of mail or any other means of instrumentality (including,
without limitation, facsimile, email 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.
Accordingly, copies of this Announcement and all documents
relating to the Merger are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Merger (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. Doing so may
render invalid any related purported vote in respect of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), such Takeover
Offer may not be made, directly or indirectly, in or into, or by
use of mail or any other means or instrumentality (including,
without limitation, facsimile, email 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 such Takeover Offer
will not be capable of acceptance by any such use, means,
instrumentality or facilities from within any Restricted
Jurisdiction.
The availability of New finnCap Shares pursuant to the Merger to
Cenkos Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements. To the fullest extent permitted by applicable law,
the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Cenkos Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
The Merger shall be subject to the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the AIM
Rules, the FCA and the Registrar of Companies.
Additional information for US investors
Cenkos Shareholders in the United States should note that the
Merger relates to the shares of an English company with a listing
on AIM and is proposed to be effected by means of a scheme of
arrangement under English law. This Announcement, the Scheme
Document and certain other documents relating to the Merger have
been or will be prepared in accordance with English law, the
Takeover Code and UK disclosure requirements, format and style, all
of which differ from those in the United States. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Merger is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, finnCap exercises the right
to implement the Merger by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, any such
Takeover Offer will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act and the US Securities Act.
Cenkos' financial statements, and all financial information
included in this Announcement, the Scheme Document or any other
documents relating to the Merger, have been or will be prepared in
accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies
whose financial statements are prepared in accordance with US
generally accepted accounting principles.
Each Cenkos Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Merger applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since finnCap
and Cenkos are located in countries other than the United States,
and some or all of their officers and directors may be residents of
countries other than the United States. 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 judgement.
The Merger is intended to be implemented pursuant to a scheme of
arrangement under the laws of England, the New finnCap Shares to be
issued as part of the Merger will be issued in reliance on the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof. Cenkos will advise the
Court that its sanction of the scheme of arrangement will be relied
upon by finnCap and Cenkos as an approval of the scheme of
arrangement following a hearing on its fairness to Cenkos
Shareholders at which hearing all such shareholders are entitled to
attend in person or through counsel to support or oppose the
sanctioning of the scheme of arrangement and in respect of which
notification has been given to all Cenkos Shareholders.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable)
finnCap, certain affiliated companies and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Cenkos outside of the United States, other
than pursuant to the Merger, until the date on which the Merger
and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in
private transactions at negotiated prices and comply with
applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Merger, passed upon the merits or fairness of the Merger or passed
any opinion upon the accuracy, adequacy or completeness of this
Announcement (nor will it do so in respect of the Scheme Document).
Any representation to the contrary is a criminal offence in the
United States.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Merger, and other information published by finnCap, Cenkos, any
member of the Wider finnCap Group or any member of the Wider Cenkos
Group may contain statements which are, or may be deemed to be,
"forward looking statements". Forward looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events,
and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results
expressed or implied by the forward looking statements.
The forward looking statements contained in this Announcement
include statements relating to the expected effects of the Merger
on finnCap, Cenkos, any member of the Wider finnCap Group or any
member of the Wider Cenkos Group (including their future prospects,
developments and strategies), the expected timing and scope of the
Merger and other statements other than historical facts. Often, but
not always, forward looking statements can be identified by the use
of forward looking words such as "prepares", "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "intends", "cost-saving", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of finnCap's,
Cenkos', any member of the Wider finnCap Group's or any member of
the Wider Cenkos Group's operations and potential synergies
resulting from the Merger; and (iii) the effects of global economic
conditions and governmental regulation on finnCap's, Cenkos', any
member of the Wider finnCap Group's or any member of the Wider
Cenkos Group's business.
Although finnCap and Cenkos believe that the expectations
reflected in such forward looking statements are reasonable,
finnCap, Cenkos, the Wider finnCap Group and the Wider Cenkos Group
can give no assurance that such expectations will prove to be
correct. By their nature, forward looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking
statements.
These factors include, but are not limited to: the ability to
complete the Merger; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which finnCap, Cenkos, the Wider
finnCap Group and/or the Wider Cenkos Group operate; weak, volatile
or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which finnCap,
Cenkos, the Wider finnCap Group and/or the Wider Cenkos Group
operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither finnCap, Cenkos, the Wider finnCap Group nor the Wider
Cenkos Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this Announcement will actually
occur. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither finnCap, Cenkos, the Wider finnCap Group nor
the Wider Cenkos Group is under any obligation, and each such
person expressly disclaims any intention or obligation to update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts, estimates or qualified benefits
statements
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no
statement in this Announcement should be interpreted to mean that
earnings or earnings per share for Cenkos or finnCap for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per share for Cenkos
or for finnCap.
No dividend forecasts
No statement in this Announcement, or incorporated by reference
in this Announcement, is intended as a dividend forecast for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Cenkos or finnCap
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Cenkos or for finnCap.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on Cenkos' website
at www.cenkos.com/investors and finnCap's website at
https://announcements.finncap.com/merger/ by no later than 12.00
p.m. on the Business Day following this Announcement. For the
avoidance of doubt, neither the content of Cenkos' website nor
finnCap's website is incorporated into, or forms part of, this
Announcement.
Information relating to Cenkos Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Cenkos Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Cenkos may be provided to finnCap during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Merger is entitled to
receive such documents in hard copy form free of charge. For
persons who receive a copy of this Announcement in electronic form
or via a website notification, a hard copy of this Announcement
will not be sent unless so requested. A person may request that all
future documents, announcements and information in relation to the
Merger are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Cenkos
Shareholders, persons with information rights and participants in
Cenkos Share Plans may request a hard copy of this announcement by
contacting, Link Asset Services, Cenkos' Registrars on 0371 664
0300 (or +44 371 664 0300 if calling from outside the UK). 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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 Takeover Code, any person who is, or
becomes, interested in 1% 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 Takeover 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.
General
The right to elect, with the consent of the Panel, and subject
to the terms of Co-operation Agreement, to implement the Merger by
way of a Takeover Offer as an alternative to the Scheme, is
reserved. In such an event, the Takeover Offer will be implemented
on the same terms or, if finnCap so decides, on such other terms
being no less favourable (subject to appropriate amendments), so
far as applicable, as those which would apply to the Scheme and
subject to the amendment referred to in Appendix 1 to this
Announcement. Upon sufficient acceptances being received in respect
of such Takeover Offer, finnCap intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act
so as to acquire compulsorily the remaining Cenkos Shares in
respect of which the offer has not been accepted.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
Rule 2.9
For the purposes of Rule 2.9 of the Takeover Code, Cenkos
confirms that, as at the Latest Practicable Date, it had in issue
56,694,783 ordinary shares of 1 penny each (with no ordinary shares
held in treasury). The International Securities Identification
Number (ISIN) number of the ordinary shares is GB00B1FLHR07.
For the purposes of Rule 2.9 of the Takeover Code, finnCap
confirms that, as at the Latest Practicable Date, it had in issue
181,094,844 ordinary shares of 1 penny each (with no ordinary
shares held in treasury). The International Securities
Identification Number (ISIN) number of the ordinary shares is
GB00BGKPX309.
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
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD
NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER AND NEW
FINNCAP SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME
DOCUMENT AND THE FINNCAP CIRCULAR WHICH ARE PROPOSED TO BE
PUBLISHED IN DUE COURSE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO
CENKOS SECURITIES PLC AND FINNCAP GROUP PLC
FOR IMMEDIATE RELEASE
23 March 2023
RECOMMED ALL-SHARE MERGER
of
Cenkos SECURITIES PLC
and
finnCap GROUP PLC
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of finnCap Group plc ("finnCap") and Cenkos
Securities plc ("Cenkos") are pleased to announce that they have
reached agreement on the terms and conditions of a recommended
all-share merger of finnCap and Cenkos to be implemented by means
of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Merger").
finnCap and Cenkos are two complementary businesses, established
in 2007 and 2004 respectively, by founders with the
entrepreneurial, ambitious and dynamic spirit that has remained
with both businesses. The Cenkos Board and the finnCap Board
believe that there is a compelling strategic, strong financial and
cultural rationale for the Merger which will benefit the
shareholders, employees, clients, commercial counterparties and
stakeholders of the Combined Group.
2. The Merger
Under the terms of the Merger, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and the full terms and conditions to be set out in the
Scheme Document, each Cenkos Shareholder will be entitled to
receive:
for each Cenkos Share: 3.19420647 New finnCap Shares
Based on the Exchange Ratio and the Closing Price of 11.625
pence per finnCap Share on 22 March 2023 (being the Latest
Practicable Date), the Merger values each Cenkos Share at 37.13
pence, comprising an equity value of Cenkos' entire issued ordinary
share capital as at the Latest Practicable Date of approximately
GBP21.1 million and finnCap's entire issued ordinary share capital
as the Latest Practicable Date of approximately GBP21.1
million.
Upon completion of the Merger, Cenkos Shareholders and finnCap
Shareholders will each hold approximately 50% of the entire issued
ordinary share capital of finnCap, whose shares will continue to be
traded on AIM.
It is intended that the Merger will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although the right to effect the Merger by way of a
Takeover Offer, subject to the consent of the Panel and the terms
of the Co-operation Agreement, is reserved).
It is expected that the Scheme Document, containing further
information about the Merger and notices of the Court Meeting and
the General Meeting, together with the associated forms of proxy,
will be posted to Cenkos Shareholders during April 2023 (or such
later date as Cenkos, finnCap and the Panel agree) and the Meetings
are expected to be held shortly thereafter.
It is expected that the finnCap Circular will be posted to
finnCap Shareholders at a similar time as the Scheme Document is
posted to Cenkos Shareholders, with the finnCap General Meeting
being held before the Cenkos Meetings.
The Scheme will also need to be sanctioned by the Court.
Finally, a copy of the Court Order must be delivered to the
Registrar of Companies for registration, and the Scheme will become
Effective upon such delivery.
Taking into account the FCA approval timetable, the Merger is
currently expected to become Effective during the third calendar
quarter of 2023, subject to the satisfaction (or, where applicable,
waiver) of the Conditions and further terms set out in Appendix 1
to this Announcement. An expected timetable of key events relating
to the Merger will be provided in the Scheme Document.
The New finnCap Shares will be issued credited as fully paid and
will rank pari passu in all respects with the finnCap Shares in
issue at the time the New finnCap Shares are issued pursuant to the
Merger, including the right to receive and retain dividends and
other distributions declared, made or paid by reference to a record
date falling after the Effective Date. Application will be made to
the London Stock Exchange for the New finnCap Shares to be admitted
to trading on AIM.
3. Information on Cenkos and current trading
Cenkos acts as a nominated adviser, sponsor, broker and
financial adviser to a range of companies and investment funds, at
all stages of their growth and across all sectors. It concentrates
on companies that seek admission of their shares to trading on AIM
or the Main Market of the London Stock Exchange and companies that
are already quoted on those markets. It seeks long-term
relationships with its clients throughout the various stages of
their development, its ethos being to focus on understanding its
clients' financing needs to deliver good outcomes for them.
With over 90 employees, Cenkos provides its range of services
from offices in London and Edinburgh to 100 clients quoted on AIM,
the Main Market or other exchanges. A particular strength of the
firm is its ability to raise funds for clients and complete
transactions, even in challenging markets. In 2022, Cenkos acted on
the three largest AIM IPOs by new money raised and was involved in
transactions raising approximately 15% of total monies raised on
AIM during that period.
Current trading
Cenkos reiterates guidance and the outlook provided with its
annual report on 10 March 2023.
4. Information on finnCap and current trading
finnCap is a diversified financial advisory firm offering a full
range of services across M&A advice, equity and debt capital
raising and related services to corporate and institutional clients
and high net worth investors including private equity and family
offices. It has particular strength in the technology, life
sciences, consumer and business services sectors. finnCap has
global reach through its affiliation with the Oaklins partnership
and access to net zero and carbon economy consultancy through its
partnership with Energise Limited.
finnCap acts as Nominated Adviser and/or broker for 118 retained
clients. In the six months ended 30 September 2022, finnCap advised
on a total of 33 transactions with an aggregate deal value of
c.GBP740 million. In particular it:
(i) raised c.GBP80 million equity through 10 public market
placings (H1 22: 14 deals; c.GBP250 million raised);
(ii) advised on 11 private M&A deals with aggregate value of
c.GBP430 million (H1 22: 13 deals with aggregate value of c.GBP1
billion);
(iii) advised on four public company M&A deals with an
aggregate value of c.GBP75 million (H1 22: four deals with
aggregate value of c.GBP500 million); and
(iv) completed eight debt financing mandates raising c.GBP160
million (H1 22: six deals; c.GBP250 million raised).
For the year ended 31 March 2022, finnCap had total revenues of
GBP52.5 million (FY21: GBP46.6 million) and profit before tax of
GBP8.1 million (FY21: GBP8.4 million) and for the six months ended
30 September 2022 it had total revenue of GBP16.4 million (H1 22:
GBP31.7 million) and recorded a loss before taxation of GBP2.6
million (H1 22: profit GBP6.3 million).
Current trading
finnCap expects revenue in the second half of its financial year
to 31 March 2023 to be broadly similar to the first half, and
revenue for the financial year to be approximately GBP32
million.
ECM deal fees improved in the second half over the first half,
with the team closing a number of fundraising transactions despite
a backdrop of muted activity levels overall. Whilst M&A
activity slowed in the second half, overall revenue and activity
have been good.
In the second half, finnCap has also begun to see the benefit of
its cost reduction programme such that finnCap believes its fixed
operating expenditure in the next financial year to 31 March 2024
(on a standalone basis) would be approximately GBP28 million.(1)
Non-recurring costs will be higher in the second half reflecting
the costs of an employee restructuring and professional fees
related to the lapsed bid by Panmure Gordon Group Limited.
Revenue trends in ECM improved in the second half and the ECM
team has a pipeline of mandates under execution, but market
conditions remain challenging.
finnCap is working on a number of M&A mandates whilst
continuing to build a pipeline of M&A deals. Similarly to ECM,
the frequency of completions and deal timetables have been impacted
in the short term by the reduced availability and pricing of
financing for private equity buyers.
(1) Fixed operating expense = total fixed employee costs and
non-people operating expenses. It excludes any non-recurring items,
third party introductory fees and staff bonuses.
5. Background to and reasons for the Merger
The finnCap Board and the Cenkos Board believe that there is a
compelling strategic, strong financial and cultural rationale for
the Merger which will benefit the shareholders, employees, clients,
commercial counterparties and other stakeholders of the Combined
Group.
A combined business with complementary capabilities and greater
scale that is well positioned for future growth and a strong client
proposition
The Merger will combine the equity capital market practices of
two complementary businesses. Each firm services a broad mix of
corporate and institutional client constituencies in their
respective equity capital market divisions. finnCap and Cenkos have
very few shared corporate clients. The Merger will enhance and
complement finnCap's larger client base by combining with Cenkos,
an institutional stockbroker which has been involved in many of the
largest fundraisings and IPOs by growth companies in recent
years.
The Combined Group will have its combined client base at its
heart and be focussed on providing the best possible service to
them.
The Merger will give Cenkos' clients access to a wider range of
services including finnCap's private M&A business Cavendish and
finnCap's debt and private capital raising advisory teams which
will enhance Cenkos' ability to provide strategic financial advice
to its clients where it already enjoys a strong reputation for
equity capital markets advice and capital raising.
This combination will therefore create a leading provider in
fundraising and advisory services for quoted growth and investment
companies, and together with the wider offering of finnCap across
M&A, debt and private growth capital, will create a leading
full-service advisory firm.
The Combined Group has over 210 retained listed or quoted
clients companies across a complementary suite of sectors, and will
be able to provide the combined client base with a greater depth of
expertise, transactional capacity and fundraising strength, and for
Cenkos' clients, a wider range of services and products.
A combined business with a through-the-cycle financial
performance that will underpin shareholder returns, the resources
to invest and a stable platform for growth
Both the finnCap Board and the Cenkos Board are strong believers
in and supporters of the role of the public markets as a compelling
source of growth capital whilst allowing their investors to achieve
greater liquidity. The Combined Group will focus on delivering
attractive and consistent shareholder returns through the economic
cycle as detailed in the dividend policy below.
The Combined Group will have scale and greater breadth of
clients, with a high level of recurring revenue and improved
operating cost efficiency, which the Cenkos Board and the finnCap
Board believe will allow it to perform strongly through the stock
market cycle. Furthermore, the Combined Group has in excess of
GBP20 million of combined cash on its balance sheet, which will
provide both financial resilience and a platform to support the
future growth of the Combined Group.
As further described in paragraph 10 below, the Cenkos Board and
the finnCap Board also believe there will be areas of duplicative
or inefficient spending across the Combined Group (as compared to
the companies on a standalone basis) where financial savings can be
made following the Effective Date which, if implemented, would have
a beneficial impact on the Combined Group.
The finnCap Board and the Cenkos Board are mindful of the market
challenges faced by the broking sector in recent years and that as
this highly fragmented market is becoming increasingly competitive,
scale is becoming increasingly important. The finnCap Board and the
Cenkos Board believe that the consequent financial pressures faced
by many competitors is expected to lead to consolidation in the
short to medium term. The Merger will offer a stable platform from
which the Combined Group can take advantage of disruption amongst
competitors as this consolidation accelerates.
Shared client-centred culture with an entrepreneurial and
ambitious mindset
The Combined Group will have, on a combined proforma basis, over
230 colleagues. The finnCap Board and the Cenkos Board believe
there is a strong cultural alignment between two client-centric and
ambitious groups, centring around collegiate respect, teamworking,
dynamism and the entrepreneurialism needed to succeed and to
deliver the best results for our clients.
The Merger presents a very robust platform from which to develop
the Combined Group's talent pool through the sharing of best
practices, revenue generating ideas and collaboration. The
strengthened financial position of the Combined Group would also
enable further investment in developing and recruiting the very
best talent, at all levels and across divisions, to drive the
Combined Group's growth.
6. Dividends
2022 Dividend
Each Cenkos Shareholder will be entitled to receive and retain
the 0.5 pence cash dividend for each Cenkos Share held on the 2022
Dividend Record Date (the "2022 Dividend") which was announced on
10 March 2023 and is to be paid in respect of the financial year
ended 31 December 2022, to Cenkos Shareholders without any
reduction in their entitlements under the Exchange Ratio pursuant
to the Scheme. The 2022 Dividend is due to be paid on 22 June 2023
to those Cenkos Shareholder who are on Cenkos' register of members
at close of business on 26 May 2023 (the "2022 Dividend Record
Date").
Interim Dividend
The Cenkos Board intends in due course to declare an interim
dividend of 3 pence per Cenkos Share, which is intended to be
formally declared after 30 June 2023 and paid before the Effective
Date (the "Interim Dividend"). The timetable relating to the
proposed Interim Dividend will be notified in due course. Holders
of Cenkos Shares as at the record date for the Interim Dividend
shall be entitled to receive the Interim Dividend without any
reduction in their entitlements under the Exchange Ratio pursuant
to the Scheme. Further information regarding the Interim Dividend
will be notified in due course. Cenkos Shareholders should be aware
that Cenkos reserves the right to bring forward the declaration,
vary or even cancel the Interim Dividend at any time prior to its
payment.
Other dividends
finnCap does not currently expect to pay a final dividend when
it announces results in respect of the financial year ending 31
March 2023.
If either finnCap or Cenkos announces, declares, makes or pays
any dividend or other distribution on or after the date of this
Announcement and prior to the Effective Date, other than the 2022
Dividend and the Interim Dividend, there will be no change to the
Exchange Ratio. Each of finnCap and Cenkos reserves the right to
pay an equalising dividend to their respective shareholders should
any dividend other than the 2022 Dividend or the Interim Dividend
be paid by the other party.
The proposed procedure and timings for declaring and paying the
dividends set out in this Announcement are indicative only and are
expected to be set out in detail in the Scheme Document.
7. Recommendations
The Cenkos Directors, who have been so advised by SPARK Advisory
Partners as to the financial terms of the Merger, consider the
terms of the Merger to be fair and reasonable and in the best
interests of the Cenkos Shareholders taken as a whole. Accordingly,
the Cenkos Directors recommend unanimously that Cenkos Shareholders
vote or procure votes to approve the Scheme at the Court Meeting
and to vote or procure votes in favour of the Resolutions to be
proposed at the General Meeting, as they have irrevocably
undertaken to do (or procure to be done) in respect of their own
legal and beneficial holdings, being, in aggregate, 1,587,653
Cenkos Shares representing approximately 2.80 per cent. of the
issued share capital of Cenkos as at the Latest Practicable
Date.
In providing their advice to the Cenkos Directors, SPARK
Advisory Partners has taken into account the commercial assessments
of the Cenkos Directors. SPARK Advisory Partners is providing
independent financial advice to the Cenkos Directors for the
purposes of Rule 3 of the Takeover Code.
In order to allot and issue the New finnCap Shares, finnCap will
be required to seek the approval of the finnCap Shareholders at the
finnCap General Meeting. The Merger is accordingly conditional on
the approval of the finnCap Shareholders of the issuance of the New
finnCap Shares at the finnCap General Meeting. The finnCap
Directors consider the Merger to be in the best interests of
finnCap and the finnCap Shareholders as a whole and intend
unanimously to recommend that finnCap Shareholders vote in favour
of the finnCap Resolution to be proposed at the finnCap General
Meeting, as they have irrevocably undertaken to do (or procure to
be done) in respect of their own legal and beneficial holdings of
10,168,726 finnCap Shares (and those of their close family members)
representing, in aggregate, approximately 5.62 per cent. of the
issued ordinary share capital of finnCap as at the Latest
Practicable Date.
8. Background to and reasons for the recommendation
The Cenkos Board believes that in taking this proactive step to
merge the two firms, it will create a combined group which will be
a true market leader in advising growth and investment companies.
The Combined Group will have the scale and diversity of operations
to be a full-service advisory firm across equity, debt, and M&A
serving the public and private capital markets. As standalone
firms, the Cenkos Board believes it would be difficult for either
of Cenkos or finnCap to achieve this breadth and scale through
organic growth alone. The Merger is made possible through the
shared vision, mutual respect, cultural alignment and complementary
nature of the two businesses, with very little overlap between
clients or sector focus.
The Cenkos Board further believes that the enlarged business of
the Combined Group, with over GBP50 million of proforma combined
revenues, in excess of GBP20 million of combined cash on its
balance sheet and the potential cost benefits of economies of
scale, provides the financial stability and business platform to
drive future growth and deliver enhanced returns for its
shareholders.
The terms of the Merger allow Cenkos Shareholders to participate
fully in anticipated future value accretion and a potential
rerating due to enhanced scale and business diversity.
9. Irrevocable undertakings and letter of intent
Cenkos Shares
As described in paragraph 7 above, finnCap and Cenkos have
received irrevocable undertakings to vote (or, where applicable,
procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (or, in the
event that the Merger is implemented by a Takeover Offer, to accept
or procure acceptance of such Takeover Offer) from all of the
Cenkos Directors who hold Cenkos Shares, in respect of their own
legal and/or beneficial holdings which are under their control,
totalling 1,587,653 Cenkos Shares (representing approximately 2.80
per cent. of the existing issued ordinary share capital of Cenkos
as at the Latest Practicable Date), as well as any further Cenkos
Shares of which they may become the legal or beneficial holder (as
a result of the exercise of options or vesting of awards under the
Cenkos Share Plans). All of the Cenkos Directors support the
Merger, as set out in paragraph 7 above.
The undertakings from Cenkos Directors will cease to be binding
if: (i) finnCap announces, with the consent of the Panel, that it
does not intend to proceed with the Merger and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap in accordance with Rule 2.7 of the Takeover Code at the
same time; (ii) the Scheme Document is not dispatched to Cenkos
Shareholders within 28 days (or such longer period as may be agreed
between Cenkos, finnCap and the Panel) of this Announcement; (iii)
the Merger lapses or is withdrawn in accordance with its terms and
no new, revised or replacement scheme of arrangement or Takeover
Offer is announced by finnCap by such time; (iv) the Scheme has not
become Effective by 5.00 p.m. on the Long Stop Date or such later
time and date as Cenkos and finnCap may agree with the approval of
the Court and/or Panel if required (other than in circumstances
where finnCap has, prior to such date, elected to exercise its
right to proceed by way of a Takeover Offer and announced the same
in accordance with the requirements of paragraph 8 of Appendix 7 to
the Takeover Code, and such Takeover Offer has not lapsed or been
withdrawn); and/or (v) any competing offer for the entire issued
and to be issued ordinary share capital of Cenkos is declared
unconditional or, if proceeding by way of a scheme of arrangement,
becomes effective. These undertakings will remain binding in the
event that a higher competing offer for Cenkos is made.
In addition to the irrevocable undertakings given by the Cenkos
Directors, Cenkos Shareholders Jim Durkin, Bridger Limited, Stephen
Keys, Sarah Keys and Michael Johnson have given irrevocable
undertakings to finnCap and Cenkos to vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the
General Meeting (or, in the event that the Merger is implemented by
a Takeover Offer, to accept or procure acceptance of such Takeover
Offer), in each case in respect of their own legal and/or
beneficial holdings (or those Cenkos Shares over which they have
control) of Cenkos Shares, totalling 11,492,897 Cenkos Shares
(representing approximately 20.27 per cent. of the existing issued
ordinary share capital of Cenkos as at the Latest Practicable Date)
as well as any further Cenkos Shares of which they may become the
legal and/or beneficial holder (as a result of the exercise of
options or vesting of awards under the Cenkos Share Plans).
In addition, finnCap and Cenkos have received a non-binding
letter of intent from Canaccord Genuity Asset Management Limited to
procure votes to approve the Scheme at the Court Meeting and to
procure votes in favour of the Resolutions to be proposed at the
General Meeting (or, in the event that the Merger is implemented by
a Takeover Offer, to procure acceptance of such Takeover Offer).
This letter of intent represents 5,500,000 Cenkos Shares
representing approximately 9.70 per cent. of the ordinary share
capital of Cenkos in issue as at the Latest Practicable Date.
finnCap Shares
As described in paragraph 7 above, Cenkos and finnCap have
received irrevocable undertakings to vote or procure votes in
favour of the finnCap Resolution to be proposed at the finnCap
General Meeting from all of the finnCap Directors who hold finnCap
Shares, in each case in respect of their own legal and/or
beneficial holdings (and those of their close family members) (or
those finnCap Shares over which they have control) totalling
10,168,726 finnCap Shares (representing approximately 5.62 per
cent. of the existing issued ordinary share capital of finnCap as
at the Latest Practicable Date). All of the finnCap Directors
support the Merger, as set out in paragraph 7 above.
The undertakings from finnCap Directors who hold finnCap Shares
will cease to be binding if: (i) finnCap announces, with the
consent of the Panel, that it does not intend to proceed with the
Merger and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by finnCap in accordance with Rule 2.7
of the Takeover Code at the same time; (ii) the Scheme Document is
not dispatched to Cenkos Shareholders within 28 days (or such
longer period as may be agreed between Cenkos, finnCap and the
Panel) of this Announcement; (iii) the Merger lapses or is
withdrawn in accordance with its terms and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap by such time; (iv) the Scheme has not become Effective by
5.00 pm on the Long Stop Date or such later time and date as Cenkos
and finnCap may agree with the approval of the Court and/or Panel
if required (other than in circumstances where finnCap has, prior
to such date, elected to exercise its right to proceed by way of a
Takeover Offer and announced the same in accordance with the
requirements of paragraph 8 of Appendix 7 to the Takeover Code, and
such Takeover Offer has not lapsed or been withdrawn); (v) any
competing offer for the entire issued and to be issued ordinary
share capital of
Cenkos is declared unconditional or, if proceeding by way of a
scheme of arrangement, becomes effective; and/or (vi) the finnCap
Resolution is duly passed by the requisite majority of finnCap
Shareholders at the finnCap General Meeting.
In addition to the irrevocable undertakings given by the finnCap
Directors, finnCap Shareholders Jon Moulton, Vin Murria, Sam Smith,
Lord Leigh, Mark Tubby, Peter Gray, and Rhys Williams have given
irrevocable undertakings to Cenkos and finnCap to vote or procure
votes in favour of the finnCap Resolution to be proposed at the
finnCap General Meeting, in each case in respect of their own legal
and/or beneficial holdings (or those finnCap Shares over which they
have control) of finnCap Shares, totalling 83,860,205 finnCap
Shares (representing approximately 46.31 per cent. of the existing
issued ordinary share capital of finnCap as at the Latest
Practicable Date).
In aggregate, Cenkos and finnCap have received irrevocable
undertakings to vote or procure votes in favour of the finnCap
Resolution to be proposed at the finnCap General Meeting in respect
of 94,028,931 finnCap Shares, representing 51.92 per cent. of the
issued share capital of finnCap as at the Latest Practicable
Date.
Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in
Appendix 3 to this Announcement.
10. Directors, management, employees, pensions, research and development and locations
Management, directors, employees and pensions
The Combined Group will endeavour to harness the talent in both
companies to optimise the benefits for clients and shareholders of
the Combined Group. The finnCap Board and the Cenkos Board also
recognise that the management and employees of the Combined Group
are its most important assets and the success of the Combined Group
in the future is attributable to their skills, knowledge and
expertise, as it has been to the success of finnCap and Cenkos
previously. The integration of the finnCap and Cenkos businesses
will be led by key finnCap and Cenkos personnel.
The Combined Group will have a culture which is client-centric
and values the relationships developed with clients by front office
staff. The Boards of finnCap and Cenkos believe that employees
within the equity capital markets and stockbroking functions have
similar roles and can naturally be merged with limited
post-integration change or disruption.
finnCap and Cenkos have had high level discussions regarding
other opportunities arising from the Merger and identified, at a
high level, areas of cost duplication and other inefficiencies for
the Combined Group (as compared to the companies on a standalone
basis). This will be explored further as part of a comprehensive
review following the Effective Date. This review will consider, in
particular but not limited to, the further integration of systems,
operational and administrative areas of the Combined Group and, as
part of this, to identify duplication or overlap in staff roles.
This review will also explore other efficiencies and financial
benefits of the Merger, while being mindful to ensure that the
Combined Group has the appropriate systems and controls in keeping
with its greater scale, regulatory requirements and with best
market practice. finnCap recognises in connection with this that
the Combined Group's headcount would likely reduce over a
twelve-month implementation period (and the number of affected
individuals could potentially, depending on the outcome of this
review, be material), some of which would take place via natural
attrition, and that rationalisation is particularly likely within
central and support functions across the Combined Group.
Pending this review, which will only commence after the
Effective Date, it is not possible to detail the steps for and
extent of any rationalisation, however it is an important strategic
consideration for Cenkos and finnCap to retain and reward the best
talent across the Combined Group from each business, without
preference or bias. This rationalisation will be subject to any
required consultation with employees and/or their
representatives.
Other than as set out above, finnCap and Cenkos are not planning
any material change in the balance of the skills and functions of
the employees and management of the Combined Group taken as a
whole.
The Cenkos Board and the finnCap Board have each confirmed that
the existing statutory and contractual employment rights, including
accrued pension rights of all Cenkos or finnCap employees, will be
fully safeguarded upon and following completion of the Merger.
Cenkos operates a defined contribution pension scheme for its
employees and contributes towards a number of personal pension
plans set up by its employees pursuant to the scheme. finnCap's
intention for the Combined Group is to maintain current employer
contributions to existing pension arrangements. Any Cenkos
employees who are not participants in such scheme at the Effective
Date will be entitled to join the finnCap pension plan after the
Effective Date on the same basis as existing finnCap employees.
finnCap and Cenkos believe that the benefits of the Merger
include the opportunity to establish new incentive and remuneration
policies for existing and future employees of the Combined Group,
based on existing practices, designed to reward revenue generation
and financial performance as well as non-financial contributions to
the success of the Combined Group. It is intended that a new
employee incentive policy and plan will be adopted following the
Effective Date.
The Combined Group will be led by the existing CEOs of finnCap
and Cenkos as co-CEOs. Lisa Gordon will become Chair of the
Combined Group Board which will comprise an equal numbers of
finnCap Directors and Cenkos Directors. The remainder of the
Combined Group Board will comprise Ben Procter (CFO), Richard Snow
(COO), Robert Lister (senior independent non-executive director)
and an expected two further independent non-executive directors to
be agreed, one of whom will be nominated by each of Cenkos and
finnCap. Individual appointments to the Combined Group Board will
be subject to the approval of the FCA.
An executive committee with day to day operational
responsibility for the Combined Group (including during the
implementation period taking particular responsibility for
overseeing integration), reporting to the Combined Group Board,
will be constituted comprising of the co-CEOs of the Combined
Group, the CFO, COO, Jeremy Osler and Geoff Nash. Separate
management committees will be established following the Effective
Date for each of the Combined Group's principal operating
divisions.
Incentivisation Arrangements
finnCap and Cenkos have not entered into, and have not discussed
any form of incentivisation arrangements with members of Cenkos'
management team. Following the Effective Date, the Combined Group
may put in place incentive arrangements, including for certain
members of the Cenkos management team and/or the continuing Cenkos
Directors.
As set out above, it is intended that a new employee equity
incentive plan will be adopted for the Combined Group following the
Effective Date following further consultation with the management
of Cenkos.
Name, headquarters and locations
The finnCap Board and the Cenkos Board are highly respectful of
the value and heritage attaching to their respective names and
brands amongst their clients, counterparties and employees. The
Merger presents an opportunity for the Combined Group to establish
its own identity and, following the Effective Date, it is intended
that a working group will further consider a rebranding of the
Combined Group. In the meantime, the Combined Group will be known
as Cenkos finnCap Group plc, its equity capital markets business
will be branded Cenkos finnCap, and its M&A division as
Cavendish.
The Combined Group will be headquartered at the current existing
registered office of finnCap being 1 Bartholomew Close, London EC1A
7BL with all Cenkos' operations transferring to that address at an
appropriate time following the Effective Date. No change is
intended with regard to Cenkos' existing office in Edinburgh.
Business, assets, research and development
Neither finnCap nor Cenkos has any material research or
development function nor do they intend to create such functions.
It is intended that the fixed assets of Cenkos located at its
headquarters in London will be transferred together with the
combination of operations at finnCap's London office, as described
above.
Trading Facilities
finnCap and Cenkos are both currently traded on AIM and, as
explained in paragraph 16 below, finnCap and Cenkos intend to make
a request to the London Stock Exchange to cancel trading of the
Cenkos Shares on AIM, with effect from and shortly following the
Effective Date. Cenkos will be re-registered as a private company
following the Effective Date.
Statements
None of the statements in this paragraph 10 is a "post-offer
undertaking" for the purposes of Rule 19.5 of the Takeover
Code.
11. Cenkos Share Plans
Participants in the Cenkos Share Plans will be contacted
regarding the effect of the Merger on their rights under the Cenkos
Share Plans and, where required, an appropriate offer or proposal
will be made to such participants which reflects their rights under
the Cenkos Share Plans in due course.
Details of any offer or proposal will be set out in the Scheme
Document and in separate letters to be sent to participants in the
Cenkos Share Plans. Further Details of the impact of the Scheme on
each of the Cenkos Share Plans will be set out in the Scheme
Document.
The finnCap Board and the Cenkos Board believe the Merger will
create a strong platform for value creation for all
stakeholders.
Prior to completion of the Merger, the Remuneration Committee of
Cenkos proposes to grant, on a basis which is materially consistent
with past Cenkos policy and practice of granting discretionary
bonus and equity incentive awards to employees, new awards under
the Cenkos Securities Short Term Incentive Plan (the "STIP") over a
total of up to 6,800,000 Cenkos Shares which are currently held as
unallocated shares in the Cenkos employee benefit trust (the "New
STIP Awards"). The New STIP Awards shall not vest in full on the
completion of the Merger but shall be rolled over into finnCap
Shares and will continue to vest in accordance with their original
terms. SPARK Advisory Partners, in its capacity as independent
financial adviser to the Cenkos Directors for the purposes of Rule
3 of the Takeover Code, considers the proposed New STIP Awards to
be fair and reasonable and in the best interests of the Cenkos
Shareholders taken as a whole.
12. Offer-related arrangements
Confidentiality Agreement
On 24 January 2023, Cenkos and finnCap entered into a mutual
confidentiality agreement in relation to the Merger (the
"Confidentiality Agreement"), pursuant to which, amongst other
things, each of finnCap and Cenkos gave certain undertakings to
keep, and to procure that certain of their respective
representatives keep, confidential information relating to the
other party and/or to the Merger confidential, to use such
information solely for the agreed purpose in relation to the Merger
and not to disclose it to third parties (subject to certain
exceptions). These confidentiality obligations will remain in force
until 24 January 2025.
The Confidentiality Agreement also contains undertakings from
each of finnCap and Cenkos that, for a period of 12 months from the
date of the Confidentiality Agreement, they shall not, without the
prior written consent of the counterparty, approach certain
employees or officers of the counterparty nor employ or otherwise
engage certain employees or visit or inspect any of the
counterparty's premises.
Each of finnCap and Cenkos has also agreed to customary
standstill arrangements pursuant to which they agree not to,
without the prior written consent of the counterparty, for a period
of 12 months from the date of the Confidentiality Agreement acquire
Cenkos Shares or any interest in Cenkos Shares (in the case of
finnCap) or finnCap Shares or any interest in finnCap Shares (in
the case of Cenkos). These restrictions fall away immediately
following the making of this Announcement.
Co-operation Agreement
On 23 March 2023, finnCap and Cenkos entered into a co-operation
agreement in relation to the Merger (the "Co-operation Agreement"),
pursuant to which, amongst other things: (i) Cenkos and finnCap
have agreed to co-operate to ensure the satisfaction of certain
regulatory conditions, and finnCap has entered into certain
commitments in relation to obtaining regulatory clearances; (ii)
finnCap has agreed to provide Cenkos with certain information for
the purposes of the Scheme Document and to otherwise assist with
the preparation of the Scheme Document; (iii) finnCap has agreed to
certain provisions if the Scheme should switch to a Takeover Offer;
and (iv) each of Cenkos and finnCap has agreed to take certain
actions to implement certain proposals in relation to the Cenkos
Share Plans.
The Co-operation Agreement will terminate if: (i) the parties
agree in writing prior to the Effective Date that it shall be
terminated; or (ii) amongst other things: (a) the Merger is
withdrawn or lapses; (b) (at finnCap's election) prior to the Long
Stop Date any Condition becomes incapable of satisfaction; (c) (at
finnCap's election) the Cenkos Directors withdraw their
recommendation of the Merger; (d) (at finnCap's election) the
Cenkos Directors recommend or intend to recommend a competing
proposal; (e) (at either party's election) a competing proposal
completes, becomes effective or is declared unconditional; or (f)
the Scheme does not become Effective in accordance with its terms
by the Long Stop Date.
13. Structure of the Merger
It is intended that the Merger will be implemented by means of a
Court-sanctioned scheme of arrangement between Cenkos and Scheme
Shareholders under Part 26 of the Companies Act (although the right
to effect the Merger by way of a Takeover Offer, subject to the
consent of the Panel and the terms of the Co-operation Agreement,
is reserved).
The purpose of the Scheme is to provide for finnCap to become
the holder of the entire issued and to be issued ordinary share
capital of Cenkos. This is to be achieved by the transfer of the
Cenkos Shares (other than any Excluded Shares) to finnCap, in
consideration for which the Cenkos Shareholders will receive the
New finnCap Shares on the basis set out in paragraph 2 above.
The Merger is subject to the Conditions and further terms
referred to in Appendix 1 to this Announcement and to the full
terms and conditions to be set out in the Scheme Document, and will
only become Effective if, among other things, the following events
occur on or before the Long Stop Date:
(i) a resolution to approve the Scheme is passed by a majority
in number of the Scheme Shareholders present and voting (and
entitled to vote) at the Court Meeting, either in person or by
proxy, representing at least 75 per cent. in value of the Scheme
Shares voted by those Scheme Shareholders;
(ii) the Resolutions required to implement the Scheme being duly
passed by Cenkos Shareholders at the General Meeting representing
at least 75 per cent. of the votes validly cast on such
Resolutions, either in person or by proxy;
(iii) following the Court Meeting and the General Meeting, the
Scheme is sanctioned by the Court (without modification, or with
modification on terms agreed by finnCap and Cenkos); and
(iv) following such sanction, a copy of the Court Order is
delivered to the Registrar of Companies.
The Scheme will lapse if, amongst other things:
(i) the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such Meetings, which
will be set out in the Scheme Document (or such later date as may
be agreed between finnCap and Cenkos, with the consent of the Panel
and, if required, the Court);
(ii) the Sanction Hearing to approve the Scheme is not held on
or before the 22nd day after the expected date of such hearing,
which will be set out in the Scheme Document (or such later date as
may be agreed between finnCap and Cenkos, with the consent of the
Panel and, if required, the Court); or
(iii) the Scheme does not become Effective on or before the Long Stop Date,
provided, however, that the deadlines for the Court Meeting, the
General Meeting and the Sanction Hearing as set out above may be
waived by finnCap and the deadline for the Scheme to become
Effective may be extended by agreement between Cenkos and finnCap,
with the consent of the Panel and, if required, the Court.
Once the necessary approvals from Cenkos Shareholders have been
obtained and the other Conditions have been satisfied or (where
applicable) waived and the Scheme has been approved by the Court,
the Scheme will become Effective upon delivery of the Court Order
to the Registrar of Companies. Subject to the satisfaction (or,
where applicable, waiver) of the Conditions and the further terms
set out in Appendix 1 , the Scheme is expected to become Effective
during the third calendar quarter of 2023.
Upon the Scheme becoming Effective: (i) it will be binding on
all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting (and
if they attended and voted, whether or not they voted in favour);
and (ii) entitlements to Cenkos Shares held within the CREST system
will be cancelled and such entitlements rematerialised; and (iii)
share certificates in respect of Cenkos Shares will cease to be
valid. The New finnCap Shares will be allotted and issued to Cenkos
Shareholders no later than 14 days after the Effective Date.
Any Cenkos Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolutions to be proposed
at the General Meeting will, amongst other matters, provide that
the Articles be amended to incorporate provisions requiring any
Cenkos Shares issued after the Scheme Record Time (other than to
finnCap and/or its nominees) to be automatically transferred to
finnCap and, where applicable, for New finnCap Shares to be issued
as consideration to the transferee or to the original recipient of
the Cenkos Shares so transferred or issued on the same terms as the
Merger (other than terms as to timings and formalities). The
provisions of the Articles (as amended) will avoid any person
(other than finnCap and its nominees) holding shares in the capital
of Cenkos after the Effective Date.
The right to elect to implement the Merger by way of a Takeover
Offer as an alternative to the Scheme (subject to the Panel's
consent and the terms of the Co-operation Agreement), is reserved.
In such event, the Merger will be implemented on the same terms
(subject to appropriate amendments including (without limitation)
the inclusion of an acceptance condition which, unless otherwise
agreed in writing between finnCap and Cenkos or otherwise required
by the Panel, will be set at 90 per cent. (or such lesser
percentage as may be agreed between Cenkos and finnCap in writing
after, to the extent necessary, consultation with the Panel, being
in any case more than 75 per cent. of the voting rights attaching
to the Cenkos Shares) of the shares to which the Merger relates and
those required by, or deemed appropriate by, finnCap under
applicable law, so far as applicable) as those which would apply to
the Scheme. Further, if sufficient acceptances of such Takeover
Offer are received and/or sufficient Cenkos Shares are otherwise
acquired, it is the intention of finnCap to apply the provisions of
the Companies Act to acquire
compulsorily any outstanding Cenkos Shares to which such
Takeover Offer relates.
Further details of the Scheme, including expected times and
dates for each of the Court Meeting, the General Meeting and the
Sanction Hearing, together with notices of the Meetings and with
the associated forms of proxy, will be set out in the Scheme
Document, which will be posted to Cenkos Shareholders within 28
days of this Announcement (or such later date as Cenkos, finnCap
and the Panel agree) and the Meetings are expected to be held
shortly after posting. The General Meeting is expected to be held
immediately after the Court Meeting.
The Scheme will be governed by the laws of England and will be
subject to the jurisdiction of the courts of England and Wales. The
Scheme will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the AIM Rules,
the FCA and the Registrar of Companies.
finnCap Shareholder Approval
In order to allot and issue the New finnCap Shares, finnCap will
be required to seek the approval of the finnCap Shareholders at the
finnCap General Meeting. finnCap will prepare and send the finnCap
Circular to finnCap Shareholders, which will include a notice
convening the finnCap General Meeting. The Merger is conditional
on, among other things, the finnCap Resolution being passed by the
requisite majority of finnCap Shareholders at the finnCap General
Meeting. It is expected that the finnCap Circular will be posted to
finnCap Shareholders at the same time as the Scheme Document is
posted to Cenkos Shareholders, during April 2023.
Indicative Timing
The timing of implementation of the Merger will be dependent
upon a number of factors including availability of the Court and
receipt of regulatory approvals. However, subject to these factors,
it is expected that the posting of the Scheme Document and the
finnCap Circular will occur during April 2023 and that the Scheme
will become effective during the third calendar quarter of
2023.
14. Conditions to the Merger
Appendix 1 to this Announcement sets out the Conditions and
further terms to which the Merger will be subject, including (i)
the approval by the FCA of the change of control in Cenkos in
accordance with section 189 of the FSMA; and (ii) given the
importance to each of Cenkos and finnCap of their ability to
operate as Nominated Adviser to AIM companies, the requirement that
each of Cenkos and finnCap maintain their status as Nominated
Adviser pursuant to the AIM Rules for Nominated Advisers for the
period ending on the Effective Date.
15. Admission of New finnCap Shares
Application will be made to the London Stock Exchange for the
New finnCap Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings for normal
settlement in the New finnCap Shares will commence on AIM at 8.00
am on the first Business Day following the Effective Date.
16. Cancellation of trading of Cenkos Shares on AIM and re-registration
Before the Scheme becomes Effective, it is intended that
applications will be made to the London Stock Exchange for the
cancellation of trading of the Cenkos Shares on AIM, with effect
from or shortly following the Effective Date. The last day of
dealings in, and registration of transfers of, Cenkos Shares on AIM
is expected to be the Business Day immediately prior to the
Effective Date.
On the Effective Date, share certificates in respect of Cenkos
Shares will cease to be valid and entitlements to Cenkos Shares
held within the CREST system will be cancelled. Cenkos Shareholders
shall be required to return share certificates to Cenkos or destroy
them following the Effective Date.
It is also proposed that, following the Effective Date and after
its shares are delisted, Cenkos will be re-registered as a private
limited company under the relevant provisions of the Companies
Act.
17. Disclosure of Interests in Cenkos securities
As at the Latest Practicable Date, save for the irrevocable
undertakings referred to in paragraph 9 above, neither finnCap, nor
any of its directors, nor, so far as finnCap is aware, any person
acting in concert (within the meaning of the Takeover Code) with
any of them for the purposes of the Merger had:
(i) any interest in or right to subscribe for any relevant securities of Cenkos;
(ii) any short positions in respect of relevant securities of
Cenkos (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery;
(iii) borrowed or lent any relevant securities of Cenkos
(including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code), save for any borrowed relevant securities of Cenkos
which had been either on-lent or sold; and/or
(iv) entered into any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the
Takeover Code.
"interests in securities" for these purposes and within the
meaning of the Takeover Code arise, in summary, when a person has
long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short
position in securities is not treated as interested in those
securities). Notwithstanding the above, a person will be treated as
having an 'interest' by virtue of the ownership, voting rights or
control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
18. Consents
SPARK Advisory Partners has given and not withdrawn its written
consent to the publication of this Announcement with the inclusion
of the references to its name in the form and context in which they
appear.
19. General
The Merger will be on the terms and subject to the Conditions
set out in Appendix 1 to this Announcement, and the full terms and
conditions will be set out in the Scheme Document. The bases and
sources of certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. A
summary of the irrevocable undertakings and letter of intent given
in relation to the Merger is contained in Appendix 3 to this
Announcement. Certain terms and expressions used in this
Announcement are defined in Appendix 4 to this Announcement.
The Scheme Document and the forms of proxy accompanying the
Scheme Document will be sent to Cenkos Shareholders within 28 days
of this Announcement (or on such later date as may be agreed
between finnCap and Cenkos, with the consent of the Panel).
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities. Cenkos Shareholders
are advised to read carefully the Scheme Document and associated
forms of proxy once they have been dispatched.
The availability of New finnCap Shares pursuant to the Merger to
Cenkos Shareholders who are not resident in and citizens of the
United Kingdom 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 United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Cenkos Shareholders
who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant
jurisdiction without delay.
20. Documents available on website
Copies of the following documents will be available promptly via
a link on Cenkos' website at www.cenkos.com/investors and finnCap's
website at https://announcements.finncap.com/merger/, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, and in any event by no later than noon on the
Business Day following the date of this Announcement until the end
of the Merger:
(i) a copy of this Announcement;
(ii) the irrevocable undertakings and letter of intent referred
to in paragraph 9 above;
(iii) the Confidentiality Agreement referred to in paragraph 12 above;
(iv) the Co-operation Agreement referred to in paragraph 12 above; and
(v) the written consent letter from SPARK Advisory Partners as
referred to in paragraph 18 above.
The content of the websites referred to in this Announcement is
not incorporated into and does not form part of this
Announcement.
Enquiries:
finnCap Tel: +44 (0) 20 7220 0500
John Farrugia, Chief Executive Officer
investor.relations@finncap.com
Richard Snow, Chief Financial Officer
Henrik Persson, Strategic PLC Advisory
Cenkos
Tel: +44 (0)207 397 8900
Lisa Gordon, Chair
Julian Morse, Chief Executive Officer
Ben Procter, Chief Financial Officer
Jeremy Osler, Head of Corporate Finance & General
Counsel
SPARK Advisory Partners
Tel: +44 (0)203 368 3552
(Financial Adviser and Nominated Adviser to Cenkos)
Matt Davis
Grant Thornton (Nominated Adviser to finnCap) Tel: +44 (0)20
7383 5100
Philip Secrett/Samantha Harrison/George Grainger
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0)20 3179
5344
Mike Seabrook
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0)20 7220
0500
Rhys Williams/Tim Redfern
Hudson Sandler (PR Adviser to finnCap)
Dan de Belder
Tel: +44 (0)7977 927142
Rebekah Chapman
Tel: +44 (0)7702 596674
The Nisse Consultancy (PR Adviser to Cenkos) Tel: +44 (0)7769
688618
Travers Smith LLP is acting as legal adviser to finnCap and
Simmons & Simmons LLP is acting as legal adviser to Cenkos.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE Scheme and the MERGER
PART A: CONDITIONS TO THE SCHEME AND THE MERGER
Long Stop Date
1. The Merger will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date or such later date (if any) as finnCap and Cenkos may agree,
with the consent of the Panel, and (if required) the Court may
allow.
Scheme approval
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number of the Scheme
Shareholders who are on the register of members of Cenkos (or the
relevant class or classes thereof, if applicable) at the Voting
Record Time and who are, present and voting (and entitled to vote),
either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required (or at any adjournment
of such meeting) and who represent at least 75 per cent. in value
of the Scheme Shares voted by those Scheme Shareholders; and
(ii) such Court Meeting (and any separate class meeting which
may be required) being held on or before the 22(nd) day after the
expected date of the Court Meeting to be set out in the Scheme
Document (or such later date as may be agreed by finnCap and
Cenkos, with the consent of the Panel, and the Court may allow (if
required));
(b)
(i) the Resolutions being duly passed by the requisite majority
or majorities of Cenkos Shareholders at the General Meeting (or at
any adjournment of that Meeting); and
(ii) such General Meeting being held on or before the 22(nd) day
after the expected date of such meeting to be set out in the Scheme
Document (or such later date as may be agreed by finnCap and Cenkos
with the consent of the Panel, and the Court may allow (if
required)); and
(c)
(i) the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms
acceptable to Cenkos and finnCap) and the delivery of a copy of the
Court Order to the Registrar of Companies; and
(ii) the Sanction Hearing being held on or before the 22(nd) day
after the expected date of such hearing to be set out in the Scheme
Document (or such later date as may be agreed by finnCap and Cenkos
with the consent of the Panel, and the Court may allow (if
required)).
Other conditions
In addition, subject as stated in Part B below and to the
requirements of the Panel, finnCap and Cenkos have agreed that the
Merger will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar
of Companies unless such Conditions (as amended if appropriate)
have been satisfied (and continue to be satisfied pending the
commencement of the Sanction Hearing) or, where relevant,
waived:
finnCap Shareholder approval
3. the passing at the finnCap General Meeting (or at any
adjournment thereof) of the finnCap Resolution to authorise the
allotment and issue of New finnCap Shares to Scheme Shareholders
(and any other Cenkos Shareholders whose Cenkos Shares are issued
after the Scheme becomes Effective) by no later than the Long Stop
Date;
Admission to trading
4. the London Stock Exchange having acknowledged to finnCap or
its agent (and such acknowledgement not having been withdrawn) that
the New finnCap Shares will be admitted to trading on AIM by no
later than the Long Stop Date;
Regulatory approvals
FCA change in control
5. the FCA:
(a) giving written notice in accordance with section 189(4)(a)
of FSMA of its approval of the acquisition of control (within the
meaning of section 181 of FSMA) in respect of Cenkos; or
(b) being treated as having given such approval pursuant to
section 189(6) of FSMA;
Nominated Adviser Status
6. prior to the Effective Date, the London Stock Exchange having
not removed or suspended the Nominated Adviser status of either
Cenkos or finnCap or imposed any conditions on the ability of
either Cenkos or finnCap to act as Nominated Adviser (including by
way of imposing a moratorium) pursuant to the AIM Rules for
Nominated Advisers, unless successfully appealed prior to the
Effective Date;
Anti-trust and regulatory
7. one of the following has occurred:
(i) the CMA having indicated in a response to a briefing paper
that it has no further questions at that stage in relation to the
Merger; and as at the date on which all other Conditions are
satisfied or waived, the CMA has not:
(a) requested submission of a merger notice;
(b) given notice to either party that it is commencing a Phase I investigation;
(c) indicated that the statutory review period in which the CMA
has to decide whether to make a reference under section 34ZA
Enterprise Act 2002 has begun; or
(d) requested documents or attendance by witnesses under section
109 of the Enterprise Act 2002 which may indicate that it intends
to commence the aforementioned statutory review period in respect
of the Merger; or
(ii) where the CMA has commenced an investigation following the
submission of a merger notice or a briefing paper, the CMA:
(a) in accordance with section 33(1) of the Enterprise Act 2002,
announcing that it has decided not to refer the Merger to the chair
of the CMA for the constitution of a group under Schedule 4 to the
Enterprise and Regulatory Reform Act 2013 (a "Referral"); or
(b) in accordance with section 73(2) of the Enterprise Act 2002,
formally accepting undertakings in lieu of a Referral offered by
finnCap, or a modified version of them;
Notifications, waiting periods and Authorisations
8. all notifications, filings or applications which are
necessary or reasonably considered appropriate or desirable by
finnCap having been made in connection with the Merger and all
necessary waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory and regulatory obligations in any jurisdiction having
been complied with in each case in respect of the Merger and its
implementation and all Authorisations reasonably necessary or
appropriate for or in respect of the Merger and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the Merger of any shares
or other securities in, or control or management of, Cenkos or any
other member of the Wider Cenkos Group by any member of the Wider
finnCap Group having been obtained in terms and in a form
reasonably satisfactory to finnCap from all appropriate Third
Parties or (without prejudice to the generality of the foregoing)
from any person or bodies with whom any member of the Wider Cenkos
Group or the Wider finnCap Group has entered into contractual
arrangements and all such Authorisations necessary, appropriate or
desirable to carry on the business of any member of the Wider
Cenkos Group in any jurisdiction having been obtained and all such
Authorisations remaining in full force and effect and filings
necessary for such purpose have been made and at the time at which
the Merger becomes otherwise unconditional and there being no
notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such Authorisations;
General antitrust and regulatory
9. no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice or having taken any other steps (and in each
case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would
or might reasonably be expected to, in any case to an extent or in
a manner which is or would be material in the context of the Wider
Cenkos Group or Wider finnCap Group (as the case may be) taken as a
whole or in the context of the Merger:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider finnCap Group or by any member of the Wider
Cenkos Group of all or any part of its businesses, assets or
property or impose any limitation on the ability of all or any of
them to conduct their businesses (or any part thereof) or to own,
control or manage any of their assets or properties (or any part
thereof);
(b) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider finnCap Group or the Wider
Cenkos Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Cenkos Group or any asset owned by any Third Party (other
than in connection with the implementation of the Merger);
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider finnCap Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares, loans or
securities convertible into shares or any other securities in any
member of the Wider Cenkos Group or on the ability of any member of
the Wider Cenkos Group or any member of the Wider finnCap Group
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares, loans or securities
convertible into shares or any other securities (or the equivalent)
in, or to exercise voting or management control over, any member of
the Wider Cenkos Group;
(d) otherwise adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any
member of the Wider Cenkos Group or any member of the Wider finnCap
Group;
(e) result in any member of the Wider Cenkos Group or any member
of the Wider finnCap Group ceasing to be able to carry on business
under any name under which it presently carries on business;
(f) make the Scheme or the Merger, its implementation or the
acquisition of any shares or other securities in, or control or
management of, Cenkos or any member of the Wider Cenkos Group by
any member of the Wider finnCap Group void, unenforceable and/or
illegal under the laws of any relevant jurisdiction, or otherwise,
directly or indirectly prevent or prohibit, restrict, restrain, or
delay or otherwise materially interfere with the implementation of,
or impose additional conditions or obligations with respect to, or
otherwise challenge, impede, interfere or require material
amendment of the Scheme and/or the Merger or the acquisition of any
shares or other securities in, or control or management of, Cenkos
or any member of the Wider Cenkos Group by any member of the Wider
finnCap Group;
(g) require, prevent or materially delay a divestiture by any
member of the Wider finnCap Group of any shares or other securities
(or the equivalent) in any member of the Wider Cenkos Group or any
member of the Wider finnCap Group;
(h) impose any limitation on the ability of any member of the
Wider finnCap Group or any member of the Wider Cenkos Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider finnCap Group and/or the Wider Cenkos Group;
(i) require any member of the Wider Cenkos Group or the Wider
finnCap Group to terminate or vary in any material way any material
contract to which any member of the Wider Cenkos Group or the Wider
finnCap Group is a party;
(j) require any member of the Wider finnCap Group or any member
of the Wider Cenkos Group or any of their respective affiliates to:
(i) invest, contribute or loan any capital or assets to; or (ii)
guarantee or pledge capital assets for the benefit of any member of
the Wider finnCap Group or any member of the Wider Cenkos Group;
or
(k) otherwise materially adversely affect any or all of the
business, assets, profits or prospects of any member of the Wider
Cenkos Group or any member of the Wider finnCap Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any jurisdiction
in respect of the Merger or the acquisition of any Cenkos Shares or
otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
10. except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the Wider Cenkos Group or any
member of the Wider finnCap Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or
subject to or any event or circumstance which, as a consequence of
the Merger or the proposed acquisition or the acquisition by any
member of the Wider finnCap Group or any member of the Wider Cenkos
Group of any shares or other securities (or the equivalent) in
Cenkos or finnCap or because of a change in the control or
management of any member of the Wider Cenkos Group or any member of
the Wider finnCap Group or otherwise, would or might reasonably be
expect to result in, in each case to an extent which is material in
the context of the Wider Cenkos Group or the Wider finnCap Group as
a whole:
(a) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent, of, or any grant available to,
any member of the Wider Cenkos Group or any member of the Wider
finnCap Group being or becoming repayable, or capable of being
declared repayable, immediately or before its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) save in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property, assets or
interests of any member of the Wider Cenkos Group or any member of
the Wider finnCap Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
being enforced or becoming enforceable;
(c) any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or becoming capable of
being terminated or adversely modified or the rights, liabilities,
obligations or interests of any member of the Wider Cenkos Group or
any member of the Wider finnCap Group being terminated or adversely
modified or affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(d) any liability of any member of the Wider Cenkos Group or any
member of the Wider finnCap Group to make any severance,
termination, bonus or other payment to any of its directors, or
other officers;
(e) the rights, liabilities, obligations, interests or business
of any member of the Wider Cenkos Group or any member of the Wider
finnCap Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Cenkos Group or any member of the Wider finnCap
Group in or with any other person or body or firm or company (or
any arrangement or agreement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(f) any member of the Wider Cenkos Group or any member of the
Wider finnCap Group ceasing to be able to carry on business under
any name under which it presently carries on business;
(g) the business, assets, profits, value of, or the financial or
trading position or prospects of, any member of the Wider Cenkos
Group or any member of the Wider finnCap Group being prejudiced or
adversely affected; or
(h) the creation or acceleration of any material liability
(actual or contingent) by any member of the Wider Cenkos Group or
any member of the Wider finnCap Group other than trade creditors or
other liabilities incurred in the ordinary course of business or in
connection with the Merger,
and, except as Disclosed, no event having occurred which, under
any provision of any arrangement, agreement, licence, permit,
franchise, lease or other instrument to which any member of the
Wider Cenkos Group or any member of the Wider finnCap Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions 10(a) to
(h) ;
Certain events occurring since 31 December 2022
11. Except as Disclosed, no member of the Wider Cenkos Group
having since 31 December 2022 and no member of the Wider finnCap
Group having since 30 September 2022:
(a) issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue, of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares, securities or
convertible securities or transferred or sold or agreed to transfer
or sell or authorised or proposed the transfer or sale of Cenkos
Shares or finnCap Shares out of treasury (except, where relevant
(i) as between Cenkos and wholly-owned subsidiaries of Cenkos or
between the wholly-owned subsidiaries of Cenkos; and (ii) as
between finnCap and wholly-owned subsidiaries of finnCap or between
the wholly-owned subsidiaries of finnCap, and except for (i) the
issue or transfer out of treasury of Cenkos Shares on the grant of
restricted share awards, the exercise of employee share options
and/or the vesting of employee share awards in the ordinary course
under the Cenkos Share Plans); or the issue or transfer out of
treasury of finnCap Shares on the exercise of employee share
options or vesting of employee share awards in the ordinary course
under the finnCap Share Plans);
(b) except for the 2022 Dividend or the Interim Dividend,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than
dividends (or other distributions whether payable in cash or
otherwise) lawfully paid or made by: (i) any wholly-owned
subsidiary of Cenkos to Cenkos or any of its wholly-owned
subsidiaries; or (ii) any wholly-owned subsidiary of finnCap to
finnCap or any of its wholly-owned subsidiaries;
(c) other than pursuant to the Merger (and except for: (i)
transactions between Cenkos and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Cenkos; (ii) transactions
between finnCap and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of finnCap; and (iii) transactions in the
ordinary course of business) implemented, effected, authorised or
proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or offer or disposal of assets or shares or loan
capital (or the equivalent thereof), in each case to an extent
which is material in the context of the Wider Cenkos Group or the
Wider finnCap Group taken as a whole;
(d) except for: (i) transactions between Cenkos and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Cenkos; (ii) transactions between finnCap and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of finnCap;
and (iii) transactions in the ordinary course of business, disposed
of, or transferred, mortgaged or created any security interest over
any material asset or any right, title or interest in any asset or
authorised, proposed or announced any intention to do so, in each
case to an extent which is material in the context of the Wider
Cenkos Group or the Wider finnCap Group taken as a whole;
(e) (except for: (i) transactions between Cenkos and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of Cenkos; and (ii) transactions between finnCap and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of finnCap), issued, authorised or proposed or announced an
intention to authorise or propose, the issue of or made any change
in or to the terms of any debentures or become subject to any
contingent liability or incurred or increased any indebtedness
which is material in the context of the Wider Cenkos Group taken as
a whole or is material in the context of the Merger), in each case
to an extent which is material in the context of the Wider Cenkos
Group or Wider finnCap Group taken as a whole or in the context of
the Merger;
(f) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which is or which involves or could
involve an obligation of a nature or magnitude which is or could be
materially restrictive on the business of any member of the Wider
Cenkos Group or any member of the Wider finnCap Group to an extent
which is or is reasonably likely to be material to the Wider Cenkos
Group or the Wider finnCap Group, taken as a whole;
(g) entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary the terms
of any contract, service agreement, commitment or arrangement with
any director except for salary increases, bonuses or variations of
terms in the ordinary course, or senior executive of any member of
the Wider Cenkos Group or any member of the Wider finnCap
Group;
(h) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Cenkos Group or the Wider finnCap Group which are material in
the context of the Wider Cenkos Group or the Wider finnCap Group
taken as a whole;
(i) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
sub-paragraph (a) above, made any other change to any part of its
share capital;
(j) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context
of the Wider Cenkos Group or the Wider finnCap Group taken as a
whole or in the context of the Merger;
(k) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Cenkos Group or the
Wider finnCap Group and any other person in a manner which would or
might reasonably be expected to have a material adverse effect on
the financial position of the Wider Cenkos Group or the Wider
finnCap Group taken as a whole;
(l) (except as disclosed on publicly available registers) made
any alteration to its memorandum or articles of association or
other constitutional documents (other than in connection with the
Scheme) which is material in the context of the Merger;
(m) except in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or
consented, in each case to an extent which is material in the
context of the Wider Cenkos Group or the Wider finnCap Group taken
as a whole or in the context of the Merger, to any change to:
(i) the terms of the trust deeds and rules constituting the
pension scheme(s) established by any member of the Wider Cenkos
Group for its directors, employees or their dependants;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable,
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued, made, agreed or
consented to;
(n) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Cenkos Group or the
Wider finnCap Group taken as a whole or in the context of the
Merger;
(o) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all
or any of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(p) (except for transactions between Cenkos or finnCap and its
wholly-owned subsidiaries or between the wholly-owned
subsidiaries), made, authorised, proposed or announced an intention
to propose any change in its loan capital;
(q) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other similar transaction or arrangement (other than the
Scheme) which is material in the context of the Wider Cenkos Group
or the Wider finnCap Group taken as a whole or in the context of
the Merger;
(r) having taken (or agreed or proposed to take) any action
which requires or would require, the consent of the Panel or the
approval of Cenkos Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code; or
(s) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced an intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition 11 which is material in the context
of the Wider Cenkos Group or the Wider finnCap Group taken as a
whole or in the context of the Merger;
No adverse change, litigation, regulatory enquiry or similar
12. except as Disclosed, since 31 December 2022 in respect of
Cenkos and since 30 September 2022 in respect of finnCap, there
having been:
(a) no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration
in, the business, assets, value, financial or trading position or
profits or prospects or operational performance of any member of
the Wider Cenkos Group or any member of the Wider finnCap Group
which is material in the context of the Wider Cenkos Group or the
Wider finnCap Group taken as a whole or is material in the context
of the Merger;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of,
any member of the Wider Cenkos Group or any member of the Wider
finnCap Group or to which any member of the Wider Cenkos Group or
any member of the Wider finnCap Group is or may become a party
(whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of, any member of the Wider Cenkos Group or
any member of the Wider finnCap Group, in each case which is or
might reasonably be expected to be material in the context of the
Wider Cenkos Group or the Wider finnCap Group taken as a whole or
is material in the context of the Merger;
(c) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Cenkos Group or any member of the Wider finnCap Group
having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider
Cenkos Group or any member of the Wider finnCap Group, in each case
which might reasonably be expected to have a material adverse
effect on the Wider Cenkos Group or the Wider finnCap Group taken
as a whole or is material in the context of the Merger;
(d) no contingent or other liability having arisen or become
apparent to finnCap or Cenkos increased which is reasonably likely
to affect adversely the business, assets, financial or trading
position or profits or prospects or operational performance of any
member of the Wider Cenkos Group or the Wider finnCap Group to an
extent which is material in the context of the Wider Cenkos Group
or the Wider finnCap Group taken as a whole or is material in the
context of the Merger;
(e) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Cenkos Group or any member of the Wider
finnCap Group which is necessary for the proper carrying on of its
business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the Wider Cenkos Group or the Wider
finnCap Group taken as a whole or is material in the context of the
Merger; and
(f) no member of the Wider Cenkos Group and no member of the
Wider finnCap Group having conducted its business in material
breach of any applicable laws or regulations to an extent which
might reasonably be expected to have a material adverse effect on
the Wider Cenkos Group or the Wider finnCap Group taken as a whole
or is material in the context of the Merger;
No discovery of certain matters regarding information or
liabilities
13. except as Disclosed, neither finnCap nor Cenkos having discovered that:
(a) any financial, business or other information concerning the
Wider Cenkos Group or the Wider finnCap Group publicly announced
before the date of this Announcement or disclosed at any time: (i)
to any member of the Wider finnCap Group by or on behalf of any
member of the Wider Cenkos Group; or (ii) to any member of the
Wider Cenkos Group by or on behalf of any member of the Wider
finnCap Group, before the date of this Announcement is misleading,
contains a misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading and which is, in
any case, material in the context of the Wider Cenkos Group or the
Wider finnCap Group taken as a whole in the context of the
Merger;
(b) any member of the Wider Cenkos Group or any member of the
Wider finnCap Group is subject to any liability, contingent or
otherwise which is material in the context of the Wider Cenkos
Group or the Wider finnCap Group taken as a whole or material in
the context of the Merger;
Anti-corruption, sanctions and criminal property
14. except as Disclosed, neither finnCap nor Cenkos having
discovered that, to an extent that is material in the context of
the Wider Cenkos Group or Wider finnCap Group taken as a whole:
(a) (i) any past or present member of the Wider Cenkos Group or
any member of the Wider finnCap Group is or has at any time engaged
in any activity, practice or conduct would constitute an offence
under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977, as amended, or any other applicable anti-corruption
legislation; or (ii) any person that performs or has performed
services for or on behalf of the Wider Cenkos Group or the Wider
finnCap Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977, as amended, or
any other applicable anti-corruption legislation;
(a) any asset of any member of the Wider Cenkos Group or any
member of the Wider finnCap Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) or proceeds of crime
under any other applicable law, rule, or regulation concerning
money laundering or proceeds of crime or any member of the Wider
Cenkos Group or any member of Wider finnCap Group is found to have
engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money
laundering;
(b) any past or present member, director, officer or employee of
the Wider Cenkos Group or the Wider finnCap Group, or any other
person for whom any such person may be liable or responsible, has
engaged in any business with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which US, UK
or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by applicable US, UK or European Union laws or
regulations, including the economic sanctions administered by the
United States Office of Foreign Assets Control or HM Treasury &
Customs; or (ii) any government, entity or individual targeted by
any of the economic sanctions of the United Nations, the United
States, the United Kingdom, the European Union or any of its member
states; or
(c) a member of the Wider Cenkos Group or of the Wider finnCap
Group has engaged in any transaction or conduct which would cause
any member of the Wider finnCap Group or of the Wider Cenkos Group
to be in breach of any applicable law or regulation upon completion
of the Merger, including the economic sanctions of the United
States Office of Foreign Assets Control or HM Treasury &
Customs, or any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States,
the United Kingdom, the European Union or any of its member
states.
PART B: FURTHER TERMS OF THE MERGER
1. Conditions 2(a) , 2(b) and 3 to 14 (inclusive) of Part A
above must each be fulfilled, determined by finnCap or Cenkos (as
applicable) to be or to remain satisfied or (if capable of waiver)
be waived by finnCap or Cenkos (as applicable) prior to the
commencement of the Sanction Hearing, failing which the Scheme
will, with the consent of the Panel, lapse.
2. Notwithstanding paragraph 1 of this Part B, subject to the
requirements of the Panel and the Takeover Code, finnCap reserves
the right in its sole discretion to waive:
(a) the deadline set out in Condition 1 of Part A above, and any
deadlines set out in Condition 2 of Part A above for the timing of
the Court Meeting, the General Meeting and the Sanction Hearing. If
any such deadline is not met, finnCap shall make an announcement by
8.00 a.m. on the Business Day following such deadline confirming
whether it has invoked or waived the relevant Condition or agreed
with Cenkos to extend the deadline in relation to the relevant
Condition; and
(b) in whole or in part, all or any of Conditions 8 to 14
(inclusive) of Part A above (only so far as such Conditions relate
to Cenkos, the Wider Cenkos Group or any part thereof).
3. Notwithstanding paragraph 1 of this Part B, subject to the
requirements of the Panel and the Takeover Code, Cenkos reserves
the right in its sole discretion to waive:
(a) the deadline set out in Condition 3 of Part A above. If such
deadline is not met, Cenkos shall make an announcement by 8.00 a.m.
on the Business Day following such deadline confirming whether it
has invoked the relevant Condition or agreed with finnCap to extend
the deadline in relation to the relevant Condition; and
(b) in whole or in part, all or any of the Conditions 8 to 14
(inclusive) of Part A above (only so far as such Conditions relate
to finnCap, the Wider finnCap Group or any part thereof):
4. Save as set out in paragraphs 2 and 3 in this Part B, the
Conditions in paragraphs 1 to 3 in Part A above cannot be
waived.
5. Neither Cenkos nor finnCap shall be under any obligation to
waive or treat as satisfied any of the Conditions that it is
entitled (with the consent of the Panel and subject to the
requirements of the Takeover Code) to invoke, by a date earlier
than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
6. If finnCap is required by the Panel to make an offer for
Cenkos Shares under the provisions of Rule 9 of the Takeover Code,
finnCap may make such alterations to any of the above Conditions
and terms of the Merger as are necessary to comply with the
provisions of that Rule.
7. Under Rule 13.5(a) of the Takeover Code, finnCap may only
invoke a Condition that is subject to Rule 13.5(a) of the Takeover
Code so as to cause the Merger not to proceed, to lapse or to be
withdrawn with the consent of the Panel.
8. Under Rule 13.6(a) of the Takeover Code, Cenkos may only
invoke a Condition that is subject to Rule 13.6(a) of the Takeover
Code so as to cause the Merger not to proceed, to lapse or to be
withdrawn with the consent of the Panel.
9. The Panel will normally only give its consent to the
invocation of Conditions pursuant to paragraphs 7 and 8 if the
circumstances which give rise to the right to invoke the Condition
are of material significance to finnCap or Cenkos (as applicable)
in the context of the Merger. This will be judged by reference to
the facts of each case at the time that the relevant circumstances
arise. Conditions 1 , 2(a) , 2(b) and 2(c) of Part A above and, if
applicable, any acceptance condition if the Merger is implemented
by means of a Takeover Offer, are not subject to Rule 13.5(a) of
the Takeover Code.
10. Any Condition that is subject to Rule 13.5(a) of the
Takeover Code may be waived by finnCap.
11. Fractions of New finnCap Shares will not be allotted or
issued to persons accepting the Scheme.
12. The New finnCap Shares to be issued pursuant to the Merger
have not been and will not be registered under the United States
Securities Act of 1933 (as amended) nor under any of the relevant
securities laws of any Restricted Jurisdiction. Accordingly, the
New finnCap Shares may not be offered, sold or delivered, directly
or indirectly, into any Restricted Jurisdiction, except pursuant to
exemptions from applicable requirements of any such
jurisdiction.
13. The New finnCap Shares will be issued credited as fully paid
and will rank pari passu in all respects with finnCap Shares in
issue at the time that the New finnCap Shares are issued pursuant
to the Merger, including the right to receive and retain dividends
and other distributions declared, made or paid by reference to a
record date falling on or after the Effective Date. An application
will be made to the London Stock Exchange for the New finnCap
Shares to be admitted to trading on AIM.
14. finnCap reserves the right to elect to implement the Merger
by way of a Takeover Offer as an alternative to the Scheme (subject
to the Panel's consent and the terms of the Co-operation
Agreement). In such event, the Merger will be implemented on the
same terms (subject to appropriate amendments including (without
limitation) the inclusion of an acceptance condition which, unless
otherwise agreed in writing between finnCap and Cenkos or otherwise
required by the Panel, will be set at 90 per cent. (or such lesser
percentage as may be agreed between finnCap and Cenkos in writing
after, to the extent necessary, consultation with the Panel, being
in any case more than 75 per cent. of the voting rights attaching
to Cenkos Shares) of shares to which the Merger relates and those
required by, or deemed appropriate by, finnCap under applicable
law, so far as applicable) as those which would apply to the
Scheme. Further, if sufficient acceptances of such Takeover Offer
are received and/or sufficient Cenkos Shares are otherwise
acquired, it is the intention of finnCap to apply the provisions of
the Companies Act to acquire compulsorily any outstanding Cenkos
Shares to which such Takeover Offer relates.
15. The Cenkos Shares to be acquired pursuant to the Merger will
be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return
of value (whether by reduction of share capital or share premium
account or otherwise) made, on or after the Effective Date other
than in respect of the 2022 Dividend and the Interim Dividend.
16. If either finnCap or Cenkos announces, declares, makes or
pays any dividend or other distribution on or after the date of
this Announcement and prior to the Effective Date, including each
of the 2022 Dividend and the Interim Dividend, there will be no
change to the Exchange Ratio. Each of finnCap and Cenkos reserves
the right to pay an equalising dividend to their respective
shareholders should any dividend other than the 2022 Dividend or
the Interim Dividend be paid by the other party.
17. The availability of New finnCap Shares pursuant to the
Merger to persons not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions. Any person who
is subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas
Shareholders will be contained in the Scheme Document.
18. The Merger is not being made or implemented, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means of instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction.
19. The Scheme will be governed by the laws of England and will
be subject to the jurisdiction of the courts of England and Wales
and to the Conditions and further terms set out in this Appendix 1
. The Scheme will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the AIM Rules,
the FCA and the Registrar of Companies.
20. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context
otherwise requires, the following sources and bases have been
used:
1. The "Latest Practicable Date" for the purposes of this
Announcement means close of business on 22 March 2023 (being the
last Business Day before the date of this Announcement).
2. The equity value of Cenkos' entire issued and to be issued
ordinary share capital has been calculated on the basis of
56,694,783 Cenkos Shares, being the number of Cenkos Shares in
issue as at the Latest Practicable Date, and references in this
Announcement to the "entire issued and to be issued ordinary share
capital of Cenkos" are each based on such number of Cenkos
Shares.
3. As at the Latest Practicable Date, 12,219,978 Cenkos Shares
are held by Cenkos Securities EBT and the Cenkos Employee Benefit
Trust which are expected to be used to satisfy the exercise of
options and vesting of awards under the Cenkos Share Plans.
4. Based on the proposals for the Cenkos Share Plans set out in
this Announcement, Cenkos expects that no Cenkos Shares would be
required to be issued on or after the date of this Announcement to
satisfy in full the awards granted or agreed to be granted under
the Cenkos Share Plans.
5. The equity value of finnCap's entire issued ordinary share
capital has been calculated on the basis of 181,094,844 finnCap
Shares, being the number of finnCap Shares in issue as at the
Latest Practicable Date.
6. finnCap:
(a) as at the Latest Practicable Date, has outstanding option
and/or incentive awards under the finnCap Share Plans in respect of
in aggregate 23,313,660 finnCap Shares; and
(b) intends to grant new option and/or incentive awards under
the finnCap Share Plans following the date of this Announcement and
prior to the Effective Date in respect of in aggregate 12,065,000
finnCap Shares.
7. As at the Latest Practicable Date, 11,165,597 finnCap Shares
are held by the finnCap Group Employee Benefit Trust which are
expected to be used to part-satisfy the exercise of options and
vesting of awards described in paragraph 6 above.
8. As at the Latest Practicable Date, neither Cenkos nor finnCap
holds any ordinary shares in treasury.
9. The enlarged issued ordinary share capital of the Combined
Group (being 362,189,687 finnCap Shares) has been calculated on the
basis of:
(a) 181,094,844 finnCap Shares (as referred to in paragraph 5 above); and
(b) 181,094,843 New finnCap Shares which would be issued under
the terms of the Merger,
and references in this Announcement to the "entire issued
ordinary share capital of the Combined Group" are each based on
such number of finnCap Shares including for the purposes of
calculating the aggregate holdings of Cenkos Shareholders in the
entire issued ordinary share capital of the Combined Group
following completion of the Merger as described in paragraph 10
below.
10. The percentage of the enlarged issued ordinary share capital
of the Combined Group that will be owned by Cenkos Shareholders
following completion of the Merger is calculated by dividing the
number of New finnCap Shares to be issued pursuant to the terms of
the Merger referred to in paragraph 9 by the enlarged issued share
capital of the Combined Group (as set out in paragraph 9 above) and
multiplying the resulting amount by 100 to produce a
percentage.
11. The percentage of the enlarged issued ordinary share capital
of the Combined Group that will be owned by the existing finnCap
Shareholders following completion of the Merger is calculated by
dividing the number that is equal to the enlarged issued share
capital of the Combined Group (as set out in paragraph 5 above)
less the New finnCap Shares to be issued pursuant to the terms of
the Merger by the enlarged issued share capital of the Combined
Group and multiplying the resulting amount by 100 to produce a
percentage.
12. The Closing Price on any particular date is taken from the
AIM appendix to the Daily Official List.
13. Unless otherwise stated:
(a) the financial information relating to Cenkos is extracted
from the annual report and audited accounts of the Cenkos Group for
the financial year ended 31 December 2022, prepared in accordance
with IFRS; and
(b) the client and employee information relating to Cenkos is as
at the Latest Practical Date.
14. Unless otherwise stated:
(a) the financial information relating to finnCap is extracted
from the annual report and audited accounts of the finnCap Group
for the financial year ended 31 March 2022, prepared in accordance
with IFRS, the interim results for the six months ended 30
September 2022 or the trading update for finnCap in this
Announcement; and
(b) the client and employee information relating to finnCap is
stated as at the Latest Practicable Date.
15. Pro forma revenue of the Combined Group has been calculated
using the sum of the consolidated revenue of Cenkos for the year
ended 31 December 2022 of GBP20.3m (as set out in its audited
accounts for the year then ended) and the estimated consolidated
revenue of the finnCap of GBP32m as set out in the current trading
update for finnCap in this Announcement.
16. Pro forma combined cash of the Combined Group has been
calculated using the sum of the cash for Cenkos of GBP14.2 million
at 31 December 2022 (as set out in the consolidated balance sheet
in Cenkos' annual report and accounts for the year then ended) and
the cash of finnCap of GBP11.1 million at 30 September 2022 (as set
out in the consolidated balance sheet in its Interim Results
statement for the period then ended) less GBP2.0 million being the
cash payment of the final dividend made by finnCap to its
shareholders in October 2022 and up to GBP2.0 million being the
aggregate of the Interim Dividend and the 2022 Dividend.
17. Certain figures included in this Announcement have been
subject to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Part I - Irrevocable undertakings and letters of intent in
respect of Cenkos Shares
1. Cenkos Directors
The following Cenkos Directors have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting and, if
finnCap exercises its right to implement the Merger by way of a
Takeover Offer (subject to the consent of the Panel and the terms
of the Co-operation Agreement), to accept or procure acceptance of
such Takeover Offer, in each case in respect of their own legal
and/or beneficial holdings (or those Cenkos Shares over which they
have control) of Cenkos Shares as well as any further Cenkos Shares
of which they may become the legal and/or beneficial holder (as a
result of the exercise of options or vesting of awards under the
Cenkos Share Plans):
Name Total Number of Cenkos Percentage of existing
Shares issued share capital
of Cenkos
Julian Morse 1,221,556 2.15%
----------------------- -----------------------
Jeremy Osler 82,945 0.15%
----------------------- -----------------------
Lisa Gordon 100,000 0.18%
----------------------- -----------------------
Andrew Boorman 128,152 0.23%
----------------------- -----------------------
Jeremy Miller 55000 0.10%
----------------------- -----------------------
Total 1,587,653 2.80%
----------------------- -----------------------
These irrevocable undertakings remain binding in the event a
higher competing offer is made for Cenkos and will only cease to be
binding if:
-- finnCap announces, with the consent of the Panel, that it
does not intend to proceed with the Merger and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap in accordance with Rule 2.7 of the Takeover Code at the
same time;
-- the Scheme Document is not dispatched to Cenkos Shareholders
within 28 days (or such longer period as may be agreed between
Cenkos, finnCap and the Panel) of this Announcement;
-- the Merger lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by finnCap by such time;
-- the Scheme has not become Effective by 5.00 p.m. on the Long
Stop Date or such later time and date as Cenkos and finnCap may
agree with the approval of the Court and/or Panel if required
(other than in circumstances where finnCap has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn); and/or
-- any competing offer for the entire issued and to be issued
share capital of Cenkos is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective.
2. Other shareholders
Irrevocable undertakings
The following holders, controllers and/or beneficial owners of
Cenkos Shares have given irrevocable undertakings to vote or
procure the vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting and, if
finnCap exercises its right to implement the Merger by way of a
Takeover Offer (subject to the consent of the Panel and the terms
of the Co-operation Agreement), to accept or procure acceptance of
such Takeover Offer, in each case in respect of their own legal
and/or beneficial holdings (or those Cenkos Shares over which they
have control) of Cenkos Shares as well as any further Cenkos Shares
of which they may become the legal and/or beneficial holder:
Name Total Number of Cenkos Percentage of existing
Shares issued share capital
of Cenkos
Jim Durkin 4,677,343 8.25%
----------------------- -----------------------
Bridger Limited 5,477,162 9.66%
----------------------- -----------------------
Stephen Keys 19,376 0.03%
----------------------- -----------------------
Sarah Keys 858,206 1.51%
----------------------- -----------------------
Michael Johnson 460,810 0.81%
----------------------- -----------------------
Total 11,492,897 20.27%
----------------------- -----------------------
These irrevocable undertakings remain binding in the event a
higher competing offer is made for Cenkos and will only cease to be
binding if:
-- finnCap announces, with the consent of the Panel, that it
does not intend to proceed with the Merger and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap in accordance with Rule 2.7 of the Takeover Code at the
same time;
-- the Scheme Document is not dispatched to Cenkos Shareholders
within 28 days (or such longer period as may be agreed between
Cenkos, finnCap and the Panel) of this Announcement;
-- the Merger lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by finnCap by such time;
-- the Scheme has not become Effective by 5.00 p.m. on the Long
Stop Date or such later time and date as Cenkos and finnCap may
agree with the approval of the Court and/or Panel if required
(other than in circumstances where finnCap has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn); and/or
-- any competing offer for the entire issued and to be issued
share capital of Cenkos is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective.
Letter of intent
The following controller and/or beneficial owner of Cenkos
Shares has given a non-binding letter of intent to procure votes in
favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting and, if finnCap exercises its right
to implement the Merger by way of a Takeover Offer (subject to the
consent of the Panel and the terms of the Co-operation Agreement),
to procure acceptance of such Takeover Offer, in each case in
respect of their beneficial holdings (or those Cenkos Shares over
which they have control) of Cenkos Shares.
Name Total Number of Cenkos Percentage of existing
Shares issued share capital
of Cenkos
Canaccord Genuity
Asset Management Limited 5,500,000 9.70%
----------------------- -----------------------
Part II - Irrevocable undertakings in respect of finnCap
Shares
3. finnCap Directors
The following finnCap Directors have given irrevocable
undertakings to vote or procure the vote in favour of the finnCap
Resolution to be proposed at the finnCap General Meeting, in each
case in respect of their own legal and/or beneficial holdings (and
those of their close family members) (or those finnCap Shares over
which they have control) of finnCap Shares:
Name Total Number of finnCap Percentage of existing
Shares issued share capital
of finnCap
Robert Lister 65,640 0.04%
------------------------ -----------------------
Barbara Firth 357,142 0.20%
------------------------ -----------------------
Andrew Hogarth 357,142 0.20%
------------------------ -----------------------
Geoffrey Nash 7,132,626* 3.94%
------------------------ -----------------------
John Farrugia 1,927,669 1.06%
------------------------ -----------------------
Richard Snow 328,697 0.18%
------------------------ -----------------------
Total 10,168,726 5.62%
------------------------ -----------------------
* This figure includes 6,860,000 finnCap Shares which are
legally and/or beneficially held by Geoffrey Nash's wife.
These irrevocable undertakings will only cease to be binding
if:
-- finnCap announces, with the consent of the Panel, that it
does not intend to proceed with the Merger and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap in accordance with Rule 2.7 of the Takeover Code at the
same time;
-- the Scheme Document is not dispatched to Cenkos Shareholders
within 28 days (or such longer period as may be agreed between
Cenkos, finnCap and the Panel) of this Announcement;
-- the Merger lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by finnCap by such time;
-- the Scheme has not become Effective by 5.00 pm on the Long
Stop Date or such later time and date as Cenkos and finnCap may
agree with the approval of the Court and/or Panel if required
(other than in circumstances where finnCap has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn);
-- any competing offer for the entire issued and to be issued
share capital of Cenkos is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective; and/or
-- the finnCap Resolution is duly passed by the requisite
majority of finnCap Shareholders at the finnCap General
Meeting.
4. Other shareholders
Irrevocable undertakings
The following holders, controllers and/or beneficial owners of
finnCap Shares have given irrevocable undertakings to vote or
procure the vote in favour of the finnCap Resolution to be proposed
at the finnCap General Meeting, in each case in respect of their
own legal and/or beneficial holdings (and those of their close
family members and others they control) (or those finnCap Shares
over which they have control) of finnCap Shares:
Name Total Number of finnCap Percentage of existing
Shares issued share capital
of finnCap
Jon Moulton 20,022,854 11.06%
------------------------ -----------------------
Vin Murria 18,305,198* 10.11%
------------------------ -----------------------
Sam Smith 17,730,000 9.79%
------------------------ -----------------------
Lord Leigh 16,327,892 9.02%
------------------------ -----------------------
Mark Tubby 4,705,763 2.60%
------------------------ -----------------------
Peter Gray 4,179,943 2.31%
------------------------ -----------------------
Rhys Williams 2,588,555 1.43%
------------------------ -----------------------
Total 83,860,205 46.31%
------------------------ -----------------------
* This figure includes 15,268,640 finnCap Shares which are
legally held by Lynchwood Nominees Ltd.
These irrevocable undertakings will only cease to be binding
if:
-- finnCap announces, with the consent of the Panel, that it
does not intend to proceed with the Merger and no new, revised or
replacement scheme of arrangement or Takeover Offer is announced by
finnCap in accordance with Rule 2.7 of the Takeover Code at the
same time;
-- the Scheme Document is not dispatched to Cenkos Shareholders
within 28 days (or such longer period as may be agreed between
Cenkos, finnCap and the Panel) of this Announcement;
-- the Merger lapses or is withdrawn in accordance with its
terms and no new, revised or replacement scheme of arrangement or
Takeover Offer is announced by finnCap by such time;
-- the Scheme has not become Effective by 5.00 pm on the Long
Stop Date or such later time and date as Cenkos and finnCap may
agree with the approval of the Court and/or Panel if required
(other than in circumstances where finnCap has, prior to such date,
elected to exercise its right to proceed by way of a Takeover Offer
and announced the same in accordance with the requirements of
paragraph 8 of Appendix 7 to the Takeover Code, and such Takeover
Offer has not lapsed or been withdrawn);
-- any competing offer for the entire issued and to be issued
share capital of Cenkos is declared unconditional or, if proceeding
by way of a scheme of arrangement, becomes effective; and/or
-- the finnCap Resolution is duly passed by the requisite
majority of finnCap Shareholders at the finnCap General
Meeting.
Appendix 4
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context requires otherwise:
"2022 Dividend" has the meaning given to it in the section of
this Announcement entitled "Key Terms".
"2022 Dividend Record Date" has the meaning given to it in the
section of this Announcement entitled "Key Terms".
"AIM" AIM, a market operated by the London Stock Exchange.
"AIM Rules" the rules of AIM as set out in the "AIM Rules for
Companies" issued by the London Stock Exchange from time to time
relating to AIM traded securities and the operation of AIM.
"AIM Rules for Nominated Advisers" the rules of AIM as set out
in the "AIM Rules for Nominated Advisers" issued by the London
Stock Exchange from time to time relating to Nominated
Advisers.
"Announcement" this announcement (including the summary and
Appendices to this announcement) made pursuant to Rule 2.7 of the
Takeover Code.
"Authorisations" authorisations, orders, determinations, grants,
recognitions, confirmations, consents, licences, clearances,
certificates, permissions, exemptions or approvals, in each case of
a Third Party.
"Business Day" a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are open for normal
business.
"Cenkos" Cenkos Securities plc.
"Cenkos Articles" the articles of association of Cenkos as
amended from time to time.
"Cenkos Board" the board of directors of Cenkos from time to
time.
"Cenkos Directors" the directors of Cenkos from time to
time.
"Cenkos Group" Cenkos and its subsidiaries and its subsidiary
undertakings and where the context permits, each of them.
"Cenkos Share Plans" the Cenkos Securities PLC Deferred Bonus
Share Scheme, the Cenkos Securities PLC 2021 Long Term Incentive
Plan, the Cenkos Securities PLC 2018 Company Share Option Plan, the
Cenkos Securities PLC Share Incentive Plan, the Cenkos Securities
PLC Sharesave Plan and the Cenkos Securities Short Term Incentive
Plan.
"Cenkos Shareholders" holders of Cenkos Shares.
"Cenkos Shares" the ordinary shares of 1 penny each in the share
capital of Cenkos from time to time.
"Closing Price" the closing middle market price of a Cenkos
Share or finnCap Share (as applicable) on a particular trading day
as derived from the AIM appendix to the Daily Official List on any
particular date.
"CMA" the UK Competition and Markets Authority.
"Combined Group" the enlarged group following the Scheme
becoming Effective, comprising the finnCap Group and the Cenkos
Group.
"Combined Group Board" the board of directors of finnCap with
effect from the Effective Date.
"Companies Act" the Companies Act 2006, as amended.
"Conditions" the conditions to the Merger, as set out in
Appendix 1 to this Announcement and to be set out in the Scheme
Document and "Condition" shall mean any one of them.
"Confidentiality Agreement" the mutual confidentiality agreement
entered into between finnCap and Cenkos dated 24 January 2023 in
respect of the Merger.
"Co-operation Agreement" the co-operation agreement entered into
between finnCap and Cenkos dated 23 March 2023 relating to, amongst
other things, the implementation of the Merger.
"Court" the High Court of Justice in England and Wales.
"Court Meeting" the meeting of Scheme Shareholders to be
convened at the direction of the Court pursuant to Part 26 of the
Companies Act for the purpose of considering and, if thought fit,
approving the Scheme (with or without amendment), and including any
adjournment, postponement or reconvening thereof.
"Court Order" the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act.
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is the operator (as
defined in the CREST Regulations) in accordance with which
securities may be held and transferred in uncertificated form.
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755) (including as it forms part of domestic law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018), as amended from time to time.
"Daily Official List" the Daily Official List published by the
London Stock Exchange.
"Dealing Disclosure" an announcement pursuant to Rule 8 of the
Takeover Code containing details of dealings in interests in
relevant securities of a party to an offer.
"Disclosed" (A) in respect of the information fairly disclosed
by, or on behalf of Cenkos: (i) in the annual report and audited
accounts of the Cenkos Group for the financial year ended 31
December 2022; (ii) in the interim results of the Cenkos Group for
the six month period ended 30 June 2022 (iii) in this Announcement;
(iv) in any other announcement to a Regulatory Information Service
by, or on behalf of Cenkos before the publication of this
Announcement; and/or (v) as otherwise fairly disclosed in writing
prior to the date of this Announcement to finnCap (or its officers,
employees, agents or advisers (in their capacity as such)).
(B) in respect of the information fairly disclosed by, or on
behalf of finnCap: (i) in the annual report and audited accounts of
the finnCap Group for the financial year ended 31 March 2022; (ii)
in the interim results of the finnCap Group for the six month
period ended 30 September 2022 (iii) in this Announcement; (iv) in
any other announcement to a Regulatory Information Service by, or
on behalf of finnCap before the publication of this Announcement;
and/or (v) as otherwise fairly disclosed in writing prior to the
date of this Announcement to Cenkos (or its officers, employees,
agents or advisers (in their capacity as such)).
"Disclosure Guidance and Transparency Rules" the disclosure
guidance and transparency rules made by the FCA pursuant to section
73A of FSMA, as amended from time to time.
"Effective" in the context of the Merger: (i) if the Merger is
implemented by way of the Scheme, the Scheme having become
effective pursuant to its terms; or (ii) if the Merger is
implemented by way of a Takeover Offer, the Takeover Offer having
been declared or having become unconditional in accordance with the
requirements of the Takeover Code.
"Effective Date" the date on which the Merger becomes
Effective.
"Euroclear" Euroclear UK & International Limited.
"Exchange Ratio" 3.19420647 New finnCap Shares for each Cenkos
Share.
"Excluded Shareholders" holders of Excluded Shares.
"Excluded Shares" any Cenkos Shares at the Scheme Record Time
which (if any):
(a) are owned or controlled by the finnCap Group; or
(b) are held by Cenkos as treasury shares (within the meaning of the Companies Act).
"FCA" or "Financial Conduct Authority" the Financial Conduct
Authority of the United Kingdom or its successor from time to time,
acting in its capacity as the competent authority for the purposes
of Part VI of FSMA.
"FCA Handbook" the FCA's Handbook of rules and guidance as
amended from time to time.
"finnCap" finnCap Group plc.
"finnCap Board" the board of directors of finnCap from time to
time.
"finnCap Circular" the circular to be sent by finnCap to finnCap
Shareholders in connection with the Merger, which will include a
notice convening the finnCap General Meeting.
"finnCap Directors" the directors of finnCap from time to
time.
"finnCap General Meeting" the meeting of finnCap Shareholders to
be convened to consider and, if thought fit, approve the finnCap
Resolution, including any adjournment thereof.
"finnCap Group" finnCap and its subsidiaries and its subsidiary
undertakings and where the context permits, each of them.
"finnCap Resolution" the shareholder resolution of finnCap
proposed to be passed by the finnCap Shareholders at the finnCap
General Meeting to be set out in the notice of the finnCap General
Meeting contained in the finnCap Circular.
"finnCap Shares" the ordinary shares of 1 penny each in the
share capital of finnCap from time to time.
"finnCap Share Plans" the finnCap Group plc Company Share Option
Plan, the finnCap Group plc Enterprise Management Share Option
Plan, the finnCap Limited Unapproved Share Option Scheme, the
finnCap Limited Enterprise Management Incentive Plan and the
finnCap Group Employee Benefit Trust (as each is amended and
restated from time to time) .
"finnCap Shareholders" holders of finnCap Shares.
"Forms of Proxy" the forms of proxy for use at the Court Meeting
and the General Meeting which will accompany the Scheme
Document.
"FSMA" the Financial Services and Markets Act 2000, as amended
from time to time.
"General Meeting" the general meeting of Cenkos Shareholders to
be convened in connection with the Scheme to consider and, if
thought fit, to approve the Resolutions (with or without
amendment), which is expected to be held as soon as the preceding
Court Meeting shall have concluded or been adjourned, and including
any adjournment, postponement or reconvening thereof.
"IFRS" International Financial Reporting Standards.
"Interim Dividend" has the meaning given to it in the section of
this Announcement entitled "Key Terms".
"Latest Practicable Date" has the meaning given to it in
paragraph 1 of Appendix 2 to this Announcement.
"London Stock Exchange" London Stock Exchange plc or its
successor.
"Long Stop Date" 31 December 2023 or such later date as Cenkos
and finnCap may, with the consent of the Panel, agree and, if
required, as the Court may approve.
"Meetings" the Court Meeting and/or the General Meeting, as the
case may be.
"Merger" the proposed acquisition by finnCap of the entire
issued, and to be issued, ordinary share capital of Cenkos, other
than Excluded Shares, to be implemented by means of the Scheme (or
should finnCap elect (subject to the consent of the Panel and the
terms of the Co-operation Agreement) by means of a Takeover Offer)
and, where the context requires, any subsequent revision,
variation, extension or renewal thereof.
"New finnCap Shares" the new finnCap Shares to be issued fully
paid to the Scheme Shareholders pursuant to the Scheme (and any
other Cenkos Shares which are issued after the Scheme becomes
Effective).
"New STIP Awards" has the meaning given in paragraph 11 of this
Announcement.
"Nominated Adviser" an adviser whose name appears in the
directory of nominated advisers held by the London Stock Exchange
from time to time.
"Offer Document" should the Merger be implemented by way of a
Takeover Offer, the document which would be sent to Cenkos
Shareholders containing, amongst other things, the terms and
conditions of the Takeover Offer.
"Offer Period" the offer period (as defined by the Takeover
Code) relating to Cenkos, which commenced on 23 March 2023 (being
the date of this Announcement) and ending on the earlier of: (i)
the Effective Date and/or (ii) the date on which the Scheme lapses
or is withdrawn (or such other date as the Takeover Code may
provide or the Panel may decide).
"Opening Position Disclosure" has the same meaning given to it
in Rule 8 of the Takeover Code.
"Overseas Shareholders" holders of Scheme Shares who are
resident in, ordinarily resident in, or citizens of, jurisdictions
outside the United Kingdom.
"Panel" the Panel on Takeovers and Mergers;
"Registrar of Companies" the Registrar of Companies in England
and Wales.
"Regulatory Information Service" a regulatory information
service as defined in the FCA Handbook.
"relevant securities" "relevant securities" as defined in the
Takeover Code.
"Resolutions" the resolution(s) to be proposed at the General
Meeting necessary to facilitate the implementation of the Scheme,
including, without limitation, a resolution to amend the Cenkos
Articles by adoption and inclusion of a new article (in terms
approved by finnCap) under which any Cenkos Shares issued or
transferred after the Scheme Record Time (other than to finnCap and
its nominees) shall be automatically transferred to finnCap (or as
it may direct) and, where applicable, for New finnCap Shares to be
issued as consideration to the transferee or to the original
recipient of the Cenkos Shares so transferred or issued on the same
terms as the Merger (other than terms as to timings and
formalities).
"Restricted Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Merger
(including this Announcement) is sent or made available to Cenkos
Shareholders in that jurisdiction.
"Sanction Hearing" the Court hearing to sanction the Scheme.
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act between Cenkos and Scheme Shareholders, with or
subject to any modification, addition or condition approved or
imposed by the Court and agreed by Cenkos and finnCap, to implement
the Merger of the entire issued and to be issued share capital of
Cenkos by finnCap.
"Scheme Document" the document to be sent to Cenkos Shareholders
containing, amongst other things, the Scheme and the notices
convening the Court Meeting and the General Meeting.
"Scheme Record Time" the time and date to be specified in the
Scheme Document, expected to be 6.00 p.m. on the Business Day
immediately prior to the Effective Date, or such later time as
finnCap and Cenkos may agree.
"Scheme Shareholders" holders of Scheme Shares.
"Scheme Shares" all Cenkos Shares which remain in issue at the
Scheme Record Time and are:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but
before the Voting Record Time; and
(c) (if any) issued at or after the Voting Record Time and
before the Scheme Record Time, either on terms that the original or
any subsequent holders thereof shall be bound by the Scheme or in
respect of which the holders thereof shall have agreed in writing
to be bound by the Scheme,
excluding, in each case, any Excluded Shares.
"SPARK Advisory Partners" SPARK Advisory Partners Limited.
"STIP" the Cenkos Securities Short Term Incentive Plan.
"Substantial Interest" a direct or indirect interest in 20 per
cent. or more of the voting rights or equity share capital of an
undertaking.
"Takeover Code" or "Code" the City Code on Takeovers and Mergers
issued by the Panel, as amended from time to time.
"Takeover Offer" subject to the consent of the Panel and the
terms of the Co-operation Agreement, should the Merger be
implemented by way of a takeover offer as defined in Chapter 3 of
Part 28 of the Companies Act, the offer to be made by or on behalf
of finnCap to acquire the entire issued and to be issued share
capital of Cenkos, other than Excluded Shares and, where the
context admits, any subsequent revision, variation, extension or
renewal of such Takeover Offer.
"Third Party" any relevant central bank, government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental, administrative, fiscal or investigative
body, court, trade agency, association, institution, environmental
body, employee representative body, any entity owned or controlled
by any relevant government or state, or any other body or person
whatsoever in any jurisdiction.
"UK" or "United Kingdom" United Kingdom of Great Britain and
Northern Ireland.
"US" or "United States" the United States of America, its
territories and possessions, any state of the United States of
America, the District of Columbia and all other areas subject to
its jurisdiction and any political sub-division thereof.
"US Exchange Act" the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder.
"Voting Record Time" the time and date to be specified in the
Scheme Document by reference to which entitlement to vote at the
Court Meeting and the General Meeting will be determined, expected
to be 6.30 p.m. on the day which is two days (excluding non-working
days) before the date of the Court Meeting and the General Meeting
or, if the Court Meeting and/or the General Meeting is adjourned,
6.30 p.m. on the day which is two days (excluding non-working days)
before the date of such adjourned Meeting.
"Wider finnCap Group" finnCap and its subsidiaries, subsidiary
undertakings and associated undertakings, and any other undertaking
(including any joint venture, partnership, firm or company) in
which finnCap and/or all such undertakings (aggregating their
interests) have a Substantial Interest.
"Wider Cenkos Group" Cenkos and its subsidiaries, subsidiary
undertakings and associated undertakings, and any other undertaking
(including any joint venture, partnership, firm or company) in
which Cenkos and/or all such undertakings (aggregating their
interests) have a Substantial Interest (excluding, for the
avoidance of doubt, finnCap and all of its associated undertakings
which are not members of the Cenkos Group).
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to statutory provisions or law or to any order or
regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
re-enacted from time to time and all statutory instruments,
regulations and order from time to time made thereunder or deriving
validity therefrom.
All times referred to in this Announcement are London times.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking", "associated undertaking" and "equity
share capital" have the meanings given by the Companies Act.
References to the singular include the plural and vice
versa.
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