TIDMMTW
RNS Number : 1698W
Mattioli Woods PLC
07 February 2017
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain.
7 February 2017
Mattioli Woods plc
("Mattioli Woods", "the Company" or "the Group")
Acquisition of holding in Amati Global Investors Limited
Mattioli Woods plc (AIM: MTW.L), the specialist wealth
management and employee benefits business, is pleased to announce
it has acquired 49% of the issued share capital of Amati Global
Investors Limited ("Amati") from Amati Global Partners LLP ("the
Seller") for a total consideration of GBP3.33 million.
Mattioli Woods has also entered into an option agreement with
the Seller which entitles Mattioli Woods to acquire the remaining
51% of Amati in the two years commencing 6 February 2019 for a
mixture of cash and Mattioli Woods' ordinary shares ("the Option").
If Mattioli Woods does not exercise the Option to acquire the
remaining stake from the Seller, the Seller has an option to buy
Mattioli Woods' shareholding back for the original consideration
paid.
Amati was founded in 2010 by Paul Jourdan and Douglas Lawson
following the management buyout of Noble Fund Managers Limited. It
focuses on small and mid-sized companies, with a universe ranging
from fully listed constituents of the FTSE Mid 250 and FTSE Small
Cap indices, to stocks quoted on AIM. It currently manages GBP120m
of funds, including the TB Amati UK Smaller Companies Fund; two AIM
Venture Capital Trusts - Amati VCT and Amati VCT 2; and an AIM IHT
portfolio service.
Amati has recently won numerous awards including the Money
Observer Best Smaller UK Smaller/Mid Cap Equity Fund 2016 and the
MoneyWise Best UK Smaller Companies Fund 2016. The Amati AIM
Portfolio Service won 'Best AIM IHT Portfolio Service' at the
Investment Week Tax Efficiency Awards 2016/17. The fund managers -
Paul Jourdan, Douglas Lawson and David Stevenson - are all rated
AAA by Citywire and the TB Amati UK Smaller Companies Fund has a 5
Crown Fund Rating by FE Analytics. Amati's experienced fund
management team will remain with the business following the
acquisition, which is expected to be earnings enhancing in the
first full year of ownership.
In the year ended 31 December 2016, Amati generated a profit
before taxation of GBP0.49 million (before dividends paid to the
Seller of GBP0.12 million) on revenues of GBP1.76 million. At 31
December 2016 Amati's net assets were GBP1.03 million.
The consideration comprises a cash consideration of GBP1.59
million (subject to adjustment for the value of Amati's net assets
at completion), plus 224,427 new ordinary shares of 1 pence each in
Mattioli Woods ("the Consideration Shares"), which are valued at
GBP1.74 million based on the closing price of a Mattioli Woods
share on 6 February 2017, the day of completion.
Payment of the cash consideration, deal costs and estimated net
asset adjustment resulted in a cash outflow at completion of
GBP1.77 million.
Application has been made to AIM for the admission of the
Consideration Shares to trading ("Admission"). Admission of the
Consideration Shares, which will rank parri passu in all respects
with Mattioli Woods' existing shares in issue, is expected to
become effective on 10 February 2017.
Following the issue of the Consideration Shares, the total
number of ordinary shares of 1p each ("the Ordinary Shares") in the
Company with voting rights will be 25,582,907. Mattioli Woods does
not hold any Ordinary Shares in Treasury.
The above figure of 25,582,907 Ordinary Shares may be used by
shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the Financial Conduct Authority's Disclosure and
Transparency Rules.
The Seller and its members have entered into a lock-in deed with
Mattioli Woods and its nominated adviser and broker, Canaccord
Genuity Limited, restricting sales of the Consideration Shares
during the two years following completion.
The consideration payable on the exercise of the Option
comprises a cash consideration of GBP1.73 million (subject to
adjustment for the value of net assets acquired), plus a number of
new ordinary shares of 1 pence each in Mattioli Woods ("the Option
Consideration Shares"). The actual number of Option Consideration
Shares to be issued will be based on a price per share equal to the
lower of (i) the average of the middle market quotations for each
business day for the 20 days prior to the Option exercise date; and
(ii) 655p per share, which would value the Option Consideration
Shares at GBP1.81 million based on the closing price of a Mattioli
Woods share on 6 February 2017.
Commenting on the transaction, Ian Mattioli, Chief Executive of
Mattioli Woods, said:
"Our investment in Amati represents an exciting extension to our
existing asset management business and is another important step
forward for Mattioli Woods as we continue to expand our
operations."
"Amati is a great fit culturally and strategically. There are
few specialist UK fund managers with such a long and stable
heritage, utilising the combined experience of an investment team
with over 50 years' knowledge of UK smaller companies. The team's
performance has been recognised in a number of awards and ratings.
I believe this investment will significantly enhance the Group's
fund management expertise."
Dr Paul Jourdan, Amati's Chief Executive Officer, added:
"As AIM investors we have known and admired Mattioli Woods for
many years. As this transaction has evolved over the past year we
have realised not only that our businesses are highly
complementary, but that we share similar values and business
culture. We are very much looking forwards to working closely with
them, and believe that as a result we will be able to take our
specialist investment products to a much wider audience."
- Ends -
For further information please contact:
Mattioli Woods plc
Ian Mattioli MBE, Chief
Executive
Nathan Imlach, Chief Financial Tel: +44 (0) 116 240
Officer 8700
www.mattioliwoods.com
Canaccord Genuity Limited
Sunil Duggal, Investment Tel: +44 (0) 20 7523
Banking 8000
Andrew Buchanan, Corporate
Broking
Kit Stephenson, Corporate www.canaccordgenuity.com
Broking
Media enquiries:
Camarco
Ed Gascoigne-Pees Tel: +44 (0) 20 3757
4984
www.camarco.com
This information is provided by RNS
The company news service from the London Stock Exchange
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