TIDMASTO TIDMRIV
RNS Number : 0269M
AssetCo PLC
19 May 2022
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
19 May 2022
RECOMMED ALL-SHARE ACQUISITION
of
RIVER AND MERCANTILE GROUP PLC
("RMG")
by
ASSETCO PLC
("AssetCo" or the "Company")
Satisfaction of FCA Condition
The Board of AssetCo is pleased to confirm that change in
control approval from the FCA has been received for the recommended
all-share acquisition by AssetCo of the entire issued and to be
issued ordinary share capital of RMG other than the RMG Shares
already beneficially owned by AssetCo, to be implemented by way of
the Scheme. The FCA Condition is therefore satisfied.
A further announcement will be made in due course.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the admission
document published by AssetCo on 18 March 2022 (the "Admission
Document").
Enquiries
AssetCo plc
Peter McKellar, Deputy Chairman
Campbell Fleming, CEO
James Thorneley, Head of Communications +44 (0) 77 5800 5141
Numis (Financial Adviser, Nominated
Adviser and Joint Broker to AssetCo)
Stephen Westgate
Alec Pratt
Giles Rolls +44 (0) 20 7260 1000
Panmure Gordon (Joint Broker to AssetCo)
Charles Leigh-Pemberton
Atholl Tweedie
Gabriel Hamlyn +44 (0) 20 7886 2906
Maitland/amo (PR Adviser to AssetCo)
Neil Bennett
Rachel Cohen +44 (0) 20 7379 5151
Further information
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser, nominated adviser and joint broker to AssetCo
and no one else in connection with the Acquisition and will not be
responsible to anyone other than AssetCo for providing the
protections afforded to clients of Numis nor for providing advice
in relation to the Acquisition or any of the matters set out in
this announcement. Neither Numis nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with the matters set out in this announcement, any statement
contained herein or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA and is a
member of the London Stock Exchange, is acting exclusively as joint
broker to AssetCo and no one else in connection with the
Acquisition and will not be responsible to anyone other than
AssetCo for providing the protections afforded to clients of
Panmure Gordon nor for providing advice in relation to the
Acquisition or any of the matters set out in this announcement.
Neither Panmure Gordon nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Gordon in connection
with the matters set out in this announcement, any statement
contained herein or otherwise.
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
financial or tax advice immediately from your stockbroker, bank
manager, fund manager, solicitor, accountant, tax advisor or other
appropriate independent financial adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from any appropriately authorised
independent financial adviser.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 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 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.
Notice to Overseas Shareholders
General
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code and the Listing Rules and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England.
The Acquisition will not be made, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws of that jurisdiction and no person may vote in favour of
the Acquisition by any use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and formal documentation relating to the
Acquisition will not be, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction or any jurisdiction where to do so
would violate the laws of that jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law or regulation), the Offer may not be
made, directly or indirectly, in, into or by use of the mails of or
from within any Restricted Jurisdiction, 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 and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or abilities or from within any Restricted
Jurisdiction.
Certain notices to US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US
tender offer and proxy solicitation rules. Any financial
information included in the Scheme Document (or, if the Acquisition
is implemented by way of an Offer, the offer document) has been
prepared in accordance with generally accepted accounting
principles of the UK and thus may not be comparable to the
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States. Each RMG Shareholder is
urged to consult its independent professional adviser immediately
regarding the tax consequences to it (or to its beneficial owners)
of the Acquisition.
If, in the future, AssetCo exercises its right to implement the
Acquisition by means of an Offer which is to be made into the US,
such Offer will be made in compliance with all applicable US laws
and regulations, including any applicable exemptions under the US
Exchange Act. Such an Offer would be made in the US by AssetCo and
no one else.
In the event that the Acquisition is implemented by way of an
Offer, in accordance with normal UK practice and pursuant to Rule
14e-5(b), AssetCo or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of RMG outside
of the US, other than pursuant to such Offer, during the period in
which such Offer would remain open for acceptances. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about
such purchases or arrangements to purchase shall be disclosed as
required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website
at www.londonstockexchange.com.
RMG and AssetCo are both incorporated under the laws of England
and Wales. Some or all of the officers and directors of AssetCo and
RMG, respectively, are residents of countries other than the United
States. In addition, some of the assets of AssetCo and RMG are
located outside the US. As a result, it may be difficult for US
holders of Scheme Shares to enforce their rights and any claim
arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the
UK. US holders of Scheme 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 judgment.
The New Ordinary Shares to be issued pursuant to the Scheme have
not been and will not be registered under the US Securities Act or
the securities laws of any state or other jurisdiction of the
United States and may not be offered or sold in the US absent
registration or an applicable exemption from the registration
requirements of the US Securities Act and such other laws. It is
expected that any New AssetCo Shares to be issued pursuant to the
Scheme would 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. Neither the US Securities and Exchange Commission
nor any US state securities commission has reviewed or approved
this announcement, the Scheme Document, the Acquisition, the Scheme
or the issue of the New Ordinary Shares, and any representation to
the contrary is a criminal offence in the US.
For the purpose of qualifying for the exemption from the
registration requirements of the US Securities Act provided by
Section 3(a)(10) with respect to the New Ordinary Shares, RMG will
advise the Court that its sanctioning of the Scheme will be relied
on by AssetCo as an approval of the Scheme following a hearing on
its fairness to RMG Shareholders, at which hearing all such RMG
Shareholders are entitled to attend remotely or in person (as
applicable) or through counsel, to support or oppose the
sanctioning of the Scheme and with respect to which notification
has been given to all such RMG Shareholders.
A RMG Shareholder who is an "affiliate" (within the meaning of
the US Securities Act) of RMG, will receive "restricted securities"
as defined in Rule 144 under the US Securities Act. Under
applicable US federal securities laws, persons who are or will be
"affiliates" of RMG, within the meaning of the US Securities Act
may not resell the New Ordinary Shares received as a result of the
Scheme without registration under the US Securities Act, except
pursuant to the applicable resale provisions of Rule 144 under the
US Securities Act or another applicable exemption from registration
or in a transaction not subject to registration (including a
transaction that satisfies the applicable requirements of
Regulation S under the US Securities Act). "Affiliates" of a
company are generally defined as persons who directly, or
indirectly through one or more intermediaries, control, or are
controlled by, or are under common control with, that company.
Whether a person is an affiliate of a company for the purposes of
the US Securities Act depends on the circumstances, but affiliates
can include certain officers, directors and significant
shareholders. Persons who believe they may be affiliates of RMG
should consult their own legal advisers before any sale of
securities received as a result of the Scheme.
RMG Shareholders in the US also should be aware that the
transaction contemplated herein may have tax consequences in the US
and that such consequences, if any, are not described herein. RMG
Shareholders in the US are urged to consult with independent
professional advisors regarding the legal, tax and financial
consequences of the Acquisition applicable to them.
Forward-looking statements
This announcement (including information incorporated by
reference), oral statements made regarding the Acquisition, and
other information published by RMG and AssetCo contain statements
which are, or may be deemed to be, "forward-looking statements".
Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations
and on numerous assumptions regarding the business strategies and
the environment in which the Group or the Enlarged Group will
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements. The forward-looking
statements contained in this announcement relate to the Group or
the Enlarged Group's future prospects, developments and business
strategies, the expected timing and scope of the Acquisition and
other statements other than historical facts. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to",
"budget", "scheduled", "forecasts", "synergy", "strategy", "goal",
"cost-saving", "projects" "intends", "may", "will" or "should" or
their negatives or other variations or comparable terminology.
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
AssetCo's, RMG's, or the Combined Group's operations and potential
synergies resulting from the Acquisition; (iii) new product
launches and client relationships, and (iv) the effects of global
economic conditions and governmental regulation on AssetCo's, RMG's
or the Enlarged Group's business. For a discussion of important
factors which could cause actual results to differ from forward
looking statements in relation to the Group, refer to the annual
report and financial statements of AssetCo for the financial year
ended 30 September 2021 published on 18 February 2022. Readers
should specifically consider the factors identified above and as
further described in the "Risk Factors" section of the Admission
Document that could cause actual results of the Enlarged Group to
differ before taking any action in respect of the Acquisition.
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. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business, partnerships, combinations or disposals. If any one or
more of these risks or uncertainties materialises or if any one or
more of the assumptions prove 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.
No profit forecasts, estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast or profit estimate and no statement in this announcement
should be interpreted to mean that earnings or earnings per RMG
Share or Ordinary Share, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per RMG Share or Ordinary Share or
to mean that the Enlarged Group's earnings in the first 12 months
following the Acquisition, or in any subsequent period, would
necessarily match or be greater than those of RMG or AssetCo for
the relevant preceding financial period or any other period.
Publication on a website
A copy of this announcement and the documents required to be
published by Rule 26 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on AssetCo's website (at
https://www.assetco.com/investor-relations/) and RMG's website (at
https://riverandmercantile.com/investor-relations/) by no later
than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
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END
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