TIDMMGR TIDMPAM
RNS Number : 4393T
Miton Group Plc
14 November 2019
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE
14 November 2019
Recommended All-Share Merger
of
Premier Asset Management Group PLC ("Premier")
and
Miton Group plc ("Miton")
Scheme of Arrangement becomes Effective
Further to the announcement by Miton on 13 November 2019
relating to the recommended all-share merger of Premier and Miton
(the "Merger"), to be effected by means of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"), the Miton Board is pleased to announce that the Court
Order has now been delivered to the Registrar of Companies and,
accordingly, the Scheme has become Effective in accordance with its
terms. The entire issued ordinary share capital of Miton is now
owned by Premier.
Holders of ordinary shares of GBP0.001 each in the capital of
Miton ("Miton Shares") on the register at the Scheme Record Time,
being 6.00 p.m. on 13 November 2019, will receive 0.30186 new
ordinary shares of GBP0.0002 each in the capital of Premier ("New
Shares") in exchange for each Miton Share.
Trading in the Miton Shares on AIM was suspended with effect
from 7.30 a.m. (London time) today. Application has been made to
the London Stock Exchange for the cancellation of the admission to
trading of the Miton Shares on AIM, with such cancellation expected
to take effect at 7.00 a.m. (London time) on 15 November 2019.
As a result of the Scheme having become Effective, share
certificates in respect of the Miton Shares have ceased to be valid
documents of title and entitlements to Miton Shares held in
uncertificated form in CREST are being cancelled.
In addition, each of Jim Pettigrew, Jim Davies, Katrina Hart and
Alan Walton has resigned as a director of Miton effective
today.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
published by Miton on 17 September 2019 (the "Scheme
Document").
Enquiries
Miton Group plc
David Barron, Chief Executive Officer 020 3714 1500
MHP Communications (PR Adviser to Miton)
Reg Hoare / Charlie Barker / Robert Collett-Creedy 020 3128 8100
Spencer House Partners (Lead Financial Adviser
to Miton)
Jeremy Sillem / Andrew Malcolm 020 7647 8529
Liberum (Nominated Adviser, Financial Adviser
and Corporate Broker to Miton)
Neil Patel / Cameron Duncan / Jonathan Wilkes-Green 020 3100 2000
Important Notices
Spencer House, which is authorised and regulated by the FCA in
the UK, is acting as lead financial adviser exclusively for Miton
and no one else in connection with the matters set out in this
Announcement and will not regard any other person as its client in
relation to the matters set out in this Announcement and will not
be responsible to anyone other than Miton for providing the
protections afforded to clients of Spencer House or its affiliates,
or for providing advice in relation to any matter referred to
herein.
Liberum, which is authorised and regulated by the FCA in the UK,
is acting as nominated adviser, financial adviser and corporate
broker exclusively for Miton and no one else in connection with the
Merger and will not be responsible to anyone other than Miton for
providing the protections afforded to clients of Liberum, nor for
providing advice in relation to the Merger or any other matters
referred to in this Announcement. In particular, while Liberum acts
as joint corporate broker to Premier it has not provided advice to
Premier in connection with the matters set out 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, an offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Merger or otherwise, nor shall there
be any purchase, sale or exchange of securities or such
solicitation in any jurisdiction in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. This Announcement has been prepared for
the purpose of complying with English law, the AIM Rules and the
City Code and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Additional information for US investors
The Scheme relates to the shares of an English company and has
been implemented by means of a scheme of arrangement provided for
under the laws of England and Wales. Miton is an English company
that is a "foreign private issuer" as defined under Rule 3b-4 of
the US Exchange Act. A transaction effected by means of a scheme of
arrangement is not subject to the shareholder vote, proxy
solicitation and tender offer rules under the US Exchange Act or
the prospectus rules under the US Securities Act. Accordingly, the
Scheme is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements and practices of US shareholder vote,
proxy solicitation, tender offer and prospectus rules. Financial
information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of Miton Shares to enforce
their rights and any claim arising out of the US federal laws,
since Miton and Premier are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Miton Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the 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 has been carried out under a scheme of arrangement
provided for under English company law. It is expected that any New
Shares issued pursuant to the Scheme to Miton Shareholders will be
issued in reliance upon the exemption from the registration
requirements of the US Securities Act, provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such
state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, at the Court Hearing on
13 November 2019, the Court was advised that its sanctioning of the
Scheme will be relied on by Premier as an approval of the Scheme
following a hearing on its fairness to Miton Shareholders, at which
Miton Court Hearing all Miton Shareholders were entitled to attend
in person or through counsel to support or oppose the sanctioning
of the Scheme and with respect to which notification was given to
all such holders.
Publication on website
A copy of this Announcement will be made available, subject to
certain restrictions related to persons resident in Restricted
Jurisdictions, for inspection on Miton's website
www.mitongroup.com/announcements by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of this website are not
incorporated by reference and do not form part of this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a hard copy of this Announcement by contacting Catriona
Fletcher, the Company Secretary of Miton, on +44 (0) 203 714 1482.
Such persons may also request that all future documents,
announcements and information to be sent to that person in relation
to the Merger should be in hard copy form.
Forward looking statements
This Announcement may contain certain forward-looking statements
with respect to the financial condition, strategies, objectives,
results of operations and businesses of Premier and Miton and the
Combined Group and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. Forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations
and projections of the management of Premier and Miton 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.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by
Premier, and/or Miton in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. 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 and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
readers are therefore cautioned not to place undue reliance on
these forward-looking statements. Each forward-looking statement
speaks only as at the date of this Announcement. Neither Premier
nor Miton, nor the Combined Group assumes any obligation to update
or correct the information contained in this Announcement (whether
as a result of new information, future events or otherwise), except
as required by applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOALLFEILILSLIA
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November 14, 2019 05:57 ET (10:57 GMT)
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