TIDMRNVO TIDMUFG
RNS Number : 8023J
Renovo Group Plc
22 July 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
22 July 2013
Renovo Group plc
Recommended Acquisition of
Ultimate Finance Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Highlights
-- The Renovo Board and UFG Board are pleased to announce that
they have reached agreement on the terms of a recommended
acquisition of the entire issued and to be issued share capital of
UFG (other than the UFG Shares already held by Renovo) to be
effected by means of a scheme of arrangement between UFG and its
shareholders.
-- Under the terms of the Acquisition, UFG Shareholders will receive for each Scheme Share:
o 6.0 pence in cash; and
o 1.05 New Renovo Shares
-- Based on the Closing Price of 18.75 pence per Renovo Share on
16 July 2013, being the last business day prior to the announcement
that UFG had received an approach from Renovo, the Acquisition
price:
o values each UFG Share at approximately 25.7 pence and UFG's
entire issued and to be issued share capital at approximately
GBP19.4 million;
o represents a premium of approximately 4.8 per cent. to the
Closing Price of a UFG Share of 24.5 pence on 16 July 2013, being
the last business day prior to the commencement of the Offer
Period; and
o represents a premium of approximately 27.1 per cent. to the
average Closing Price of a UFG Share of 20.2 pence for the twelve
months ended 16 July 2013, being the last business day prior to the
commencement of the Offer Period.
-- Based on the net asset value per Renovo Share of 19.1 pence
disclosed in Renovo's interim results for the six months ended 31
March 2013, the Acquisition price:
o values each UFG Share at approximately 26.1 pence and UFG's
entire issued and to be issued share capital at approximately
GBP19.7 million;
o represents a premium of approximately 6.3 per cent. to the
Closing Price of an UFG Share of 24.5 pence on 16 July 2013, being
the last business day prior to the commencement of the Offer
Period;
o represents a premium of approximately 29.0 per cent. to the
average Closing Price of an UFG Share of 20.2 pence for the twelve
months ended 16 July 2013, being the last business day prior to the
commencement of the Offer Period.
-- The number of New Renovo Shares that will be issued is
69,573,536 and the amount of Cash Consideration that will be paid
pursuant to the Acquisition is GBP4 million.
-- UFG Shareholders (other than UFG Shareholders in Restricted
Jurisdictions) may elect to vary the proportions of New Renovo
Shares and Cash Consideration they receive in respect of their UFG
Shares under the Mix and Match Facility.
-- Assuming that 69,573,536 New Renovo Shares are issued
pursuant to the Acquisition, UFG Shareholders (excluding Renovo)
will hold New Renovo Shares representing approximately 31.7 per
cent. of the Enlarged Renovo Share Capital immediately following
the Effective Date (excluding shares held in treasury).
-- Upon the Scheme becoming Effective, UFG will become a wholly owned subsidiary of Renovo.
-- Renovo's strategy is to deploy long term capital and become a
prominent provider of credit facilities for UK SMEs.
-- The Renovo Board will support UFG in its growth plans by
providing the security of a principally cash-backed balance sheet
and continuing to innovate the business model through a more
technology focused platform. In addition the Renovo Board will
continue to evaluate further acquisitions and alternative routes to
access funding for SMEs at commercial rates which are accretive to
the strategy.
-- The Enlarged Group Board will comprise:
o Jamie Brooke, the current Chairman of Renovo, will remain as
Chairman;
o Matt Cooper, Non Executive Director of UFG, will become Deputy
Chairman;
o Roger McDowell, Chairman of UFG, will become Senior
Independent Director;
o Jeremy Coombes, Chief Executive of UFG, will become an
Executive Director; and
o David Blain, the current Chief Financial Officer of Renovo,
will remain in that role.
In addition Jeremy Coombes, the current UFG Chief Executive,
Shane Horsell, the current UFG Finance Director and Jonathan
Cranston, a non executive director of UFG, will remain in their
roles within the UFG business.
-- The Acquisition is conditional on, amongst other things, the
approval of Renovo Shareholders and UFG Shareholders.
-- Irrevocable undertakings from UFG Shareholders:
o The UFG Directors who hold UFG Shares have entered into
irrevocable undertakings to vote (or procure the vote) in favour of
the Scheme at the Court Meeting and the Special Resolution at the
UFG General Meeting in respect of their beneficial interests in UFG
Shares amounting, in aggregate, to 9,584,741 UFG Shares,
representing 12.8 per cent. of the existing issued share capital of
UFG. All of these undertakings remain binding, even in the event of
a higher competing offer for UFG, unless the Scheme lapses or is
withdrawn. The UFG Directors have also undertaken to either accept
the basic terms of the Acquisition or to make elections to receive
additional Cash Consideration or New Renovo Shares under the Mix
and Match Facility as follows:
UFG Director Number of UFG Shares Election under the
Mix and Match Facility
---------------------- ------------------------- ----------------------------
Roger McDowell 2,672,500 2,672,500 UFG Shares
electing for all
New Renovo Shares
---------------------- ------------------------- ----------------------------
Matt Cooper 1,159,287 1,159,287 UFG Shares
electing for all
New Renovo Shares
---------------------- ------------------------- ----------------------------
Jonathan Cranston 3,332,953 3,332,953 UFG Shares
at the basic terms
of the Acquisition
---------------------- ------------------------- ----------------------------
Jeremy Coombes 1,991,285 1,070,275 UFG Shares
electing for all
New Renovo Shares
721,010 UFG Shares
electing for all
Cash Consideration
200,000 UFG Shares
electing for all
Cash Consideration
pursuant to the UFG
Share Scheme
---------------------- ------------------------- ----------------------------
Shane Horsell 428,716 293,716 UFG Shares
electing for all
Cash Consideration
135,000 UFG Shares
electing for all
Cash Consideration
pursuant to the UFG
Share Scheme
---------------------- ------------------------- ----------------------------
These elections will be satisfied to the extent that other UFG
Shareholders provide offsetting elections.
o Renovo has obtained an irrevocable undertaking from Helium
Special Situations Fund Limited to vote in favour of the
Acquisition at the Court Meeting and of the Special Resolution to
be proposed at the UFG General Meeting. Helium Special Situations
Fund Limited has 16,339,503 UFG Shares, representing approximately
21.9 per cent. of UFG's issued share capital.
o In addition Renovo has obtained an irrevocable undertaking
from Miton Capital Partners Limited to vote in favour of the
Acquisition at the Court Meeting and of the Special Resolution to
be proposed at the UFG General Meeting. Miton Capital Partners
Limited has 3,066,702 UFG Shares, representing approximately 4.1
per cent. of UFG's issued share capital.
o Renovo has therefore received irrevocable undertakings in
respect of a total of 28,990,946 UFG Shares, representing, in
aggregate approximately 38.8 per cent. of the issued share capital
of UFG to vote in favour of the Acquisition at the Court Meeting
and of the Special Resolution to be proposed at the UFG General
Meeting.
-- Irrevocable undertakings from Renovo Shareholders:
o David Blain, being a Renovo Director who holds an interest in
Renovo Shares, has irrevocably undertaken to vote in favour of the
resolutions to be proposed at the Renovo General Meeting in respect
of a total of 735,003 Renovo Shares, representing, in aggregate,
approximately 0.5 per cent. of Renovo's issued share capital.
o Whilst Jamie Brooke is not directly interested in any Renovo
Shares, he is also an employee of Henderson Global Investors
Limited. Funds managed by Henderson Global Investors Limited are
interested in 53,414,860 Renovo Shares, representing approximately
35.7 per cent. of the issued ordinary share capital of Renovo.
Renovo has received an irrevocable undertaking from Henderson
Global Investors Limited to vote in favour of the resolutions to be
proposed at the Renovo General Meeting in respect of such
53,414,860 Renovo Shares, representing approximately 35.7 per cent.
of the issued ordinary share capital of Renovo.
o Whilst Max Royde is not directly interested in any Renovo
Shares, he is also a partner of Kestrel Partners LLP. Funds managed
by Kestrel Partners LLP are interested in 12,351,942 Renovo Shares,
representing approximately 8.3 per cent. of the issued ordinary
share capital of Renovo. Renovo has received an irrevocable
undertaking from Kestrel Partners LLP to vote in favour of the
resolutions to be proposed at the Renovo General Meeting in respect
of such 12,351,942 Renovo Shares, representing approximately 8.3
per cent. of the issued ordinary share capital of Renovo.
o Renovo has obtained an irrevocable undertaking from Charles
Davies to vote in favour of the resolutions to be proposed at the
Renovo General Meeting in respect of a total of 17,711,059 Renovo
Shares, representing approximately 11.8 per cent. of Renovo's
issued share capital.
o Renovo has also obtained an irrevocable undertaking from Prof.
Mark Ferguson to vote in favour of the resolutions to be proposed
at the Renovo General Meeting in respect of a total of 12,432,476
Renovo Shares, representing approximately 8.3 per cent. of Renovo's
issued share capital.
o Renovo has therefore received irrevocable undertakings in
respect of a total of 96,645,096 Renovo Shares, representing, in
aggregate approximately 64.6 per cent. of the issued share capital
of Renovo to vote in favour of the resolutions at the Renovo
General Meeting.
-- As a result of its size, the Acquisition constitutes a
reverse takeover for Renovo under the AIM Rules. Accordingly,
Renovo is required to seek the approval of its shareholders for the
Acquisition at the Renovo General Meeting. Renovo will publish a
Combined Admission Document/Prospectus in connection with the New
Renovo Shares to be issued pursuant to the Acquisition
(incorporating, amongst other things, notice of the Renovo General
Meeting), a copy of which will accompany the Scheme Document.
-- By virtue of the size of Renovo's existing shareholding in
UFG, the Acquisition is classified under the AIM Rules as a related
party transaction.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the UFG General
Meeting, will be posted to UFG Shareholders as soon as practicable
and, in any event, within 28 days of this announcement. It is
expected that the Scheme will become Effective in September 2013,
subject to the satisfaction or waiver of the Conditions and certain
further terms set out in Appendix 1 to this announcement and to be
set out in the Scheme Document.
Jamie Brooke, Chairman of Renovo, commented:
"The Renovo Board looks forward to supporting UFG in its growth
plans by providing the security of a principally cash-backed
balance sheet and continuing to innovate the business model through
a more technology focused platform. In addition, the Renovo Board
will continue to evaluate further acquisitions and alternative
routes to access funding for SMEs at commercial rates which are
accretive to the strategy.
The recommended acquisition of UFG is the first step in
implementing Renovo's strategy of building a new force in SME
lending and growing considerably in an underserved sector. We are
excited by the prospect of being strongly positioned to exploit the
opportunities as they arise across the SME lending market and
creating significant value for shareholders."
Roger McDowell, Chairman of UFG, commented:
"SMEs traditionally find credit difficult to access from the
major clearing banks that often focus on the security and stability
of retail and larger corporate lending respectively. This strategy
of the major clearing banks has continued as a result of the global
credit crunch, the onset of recession and the necessity of balance
sheet deleveraging which has exacerbated the challenges faced by UK
SMEs in obtaining credit.
Against this backdrop, UFG has built a successful business that
includes an SME loan book of approximately GBP40 million and over
850 customers. We look forward to working closely with Renovo to
build upon the considerable success that has been achieved to
date."
The UFG Directors, who have consulted with WH Ireland as UFG's
nominated adviser in relation to the related party transaction and
who have been so advised by WH Ireland as UFG's financial adviser
for the purposes of advising on the Acquisition, consider the terms
of the Acquisition to be fair and reasonable. In providing advice
to the UFG Directors, WH Ireland has taken into account the
commercial assessments of the UFG Directors. Accordingly, the UFG
Directors intend to recommend unanimously that UFG Shareholders
vote in favour of the Scheme at the Court Meeting and the Special
Resolution to be proposed at the UFG General Meeting.
The Renovo Directors have received financial advice from Altium
in relation to the Acquisition. In providing its advice, Altium has
relied upon the commercial assessments of the Renovo Directors. The
Renovo Board believes the Acquisition and the resolutions to be
proposed at the Renovo General Meeting to be in the best interests
of Renovo and Renovo Shareholders as a whole. Accordingly, the
Renovo Directors intend to recommend unanimously that Renovo
Shareholders vote in favour of the resolutions to be proposed at
the Renovo General Meeting to approve the Acquisition and related
matters, as they have irrevocably undertaken to do in respect of
735,003 Renovo Shares representing, in aggregate, approximately 0.5
per cent. of the issued ordinary share capital of Renovo on 19 July
2013 (being the latest practicable date prior to this
announcement).
The Acquisition will be subject to the Conditions, the other
terms set out in this announcement and to the terms and conditions
which will be set out in the Scheme Document. The bases and sources
of certain information contained in this announcement are set out
in full in Appendix 2 to this announcement. Details of the
irrevocable undertakings received by Renovo are set out in Appendix
3 to this announcement. Certain terms used in this announcement are
defined in Appendix 4 to this announcement.
This summary should be read in conjunction with the full
announcement and the Appendices.
Enquiries
Renovo
Jamie Brooke, Non Executive Chairman +44 (0) 7775 996 480
David Blain, Chief Financial Officer +44 (0) 7721 978 218
Altium (financial adviser and nominated adviser to Renovo) +44 (0) 845 505 4343
Paul Lines
Phil Adams
Adam Sivner
Panmure Gordon (broker to Renovo) +44 (0) 20 7886 2500
Fred Walsh
Grishma Patel
Newgate Communications (PR adviser to Renovo) +44 (0) 20 7680 6550
James Benjamin
Madeleine Palmstierna
UFG
Roger McDowell, Non Executive Chairman +44 (0) 7785 736 777
Jeremy Coombes, Chief Executive Officer +44 (0) 7967 613 208
WH Ireland (financial adviser, broker and nominated adviser to
UFG)+44 (0) 117 945 3420
John Wakefield
Mike Coe
Newgate Threadneedle (PR adviser to UFG) +44 (0) 20 7653 9850
John Coles
Fiona Conroy
Further Information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be effected solely
by means of the Scheme Document which, together with the Forms of
Proxy and Form of Election, will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
The Combined Admission Document/Prospectus will be published as
soon as possible after this announcement. The Combined Admission
Document/Prospectus will be, subject to restrictions related to
persons in any Restricted Jurisdiction, made available by Renovo on
its website at www.renovo.com and by UFG on its website at
www.ultimatefinance.co.uk. UFG will prepare the Scheme Document to
be distributed to UFG Shareholders. UFG urges UFG Shareholders to
read the Combined Admission Document/Prospectus and the Scheme
Document because they will contain important information in
relation to the Acquisition, the New Renovo Shares and the Enlarged
Group. Renovo urges Renovo Shareholders to read the Combined
Admission Document/Prospectus because it will contain important
information in relation to the Acquisition, the New Renovo Shares
and the Enlarged Group. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document and/or
the Combined Admission Document/Prospectus, as appropriate.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
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 requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their UFG Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law 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.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or 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 and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain
other information provided by UFG Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from UFG may be provided to Renovo during the Offer
Period as required under Section 4 of Appendix 4 of the City
Code.
Notice to US investors in UFG: The Acquisition relates to the
shares of an English company that is not registered under the US
Securities Exchange Act of 1934 (the "US Exchange Act") and is
being made by means of a scheme of arrangement provided for under
English company law. 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
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements in the United States tender
offer and proxy solicitation rules under the Exchange Act. If, in
the future, Renovo exercises the right to implement the Acquisition
by way of a takeover offer and decides to extend the offer into the
United States, the Offer will be made in compliance with applicable
US laws and regulations including the applicable provisions of the
tender offer rules under the US Exchange Act, to the extent
applicable. Financial information included (or incorporated by
reference) 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.
Any securities to be issued in connection with the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from, or transactions not subject to, the
registration requirements of the United States. It is expected that
the New Renovo Shares will be issued in reliance upon the exemption
from such registration provided by Section 3(a)(10) of the US
Securities Act. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the US Securities Act) of Renovo or UFG prior to, or
of the Enlarged Group after, the Effective Date will be subject to
certain transfer restrictions relating to the Renovo Shares
received in connection with the Acquisition.
It may be difficult for US holders of UFG Shares to enforce
their rights and any claim arising out of US federal laws, since
Renovo and UFG 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 UFG 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.
Altium Capital Limited ("Altium") is authorised and regulated in
the United Kingdom by the FCA. Altium is acting as financial
adviser and nominated adviser to Renovo and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Altium
or for providing advice in relation to the Acquisition, or for
providing advice in relation to any other matters referred to
herein.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA, is acting as broker to Renovo
and for no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Panmure
Gordon, or for providing advice in relation to the Acquisition, or
any other matters referred to herein.
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser, broker and nominated adviser to UFG and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than UFG for providing the protections afforded to
clients of WH Ireland or for providing advice in relation to the
Acquisition, or any matter referred to in this announcement.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of UFG and certain plans and objectives of Renovo with
respect thereto. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. 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 UFG
and/or Renovo 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. 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 persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither UFG nor Renovo 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.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Renovo or UFG, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Renovo or UFG, as appropriate.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 p.m. (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 paper 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Renovo's website at www.renovo.com and
on UFG's website at www.ultimatefinance.co.uk by no later than noon
(London time) on the day following this announcement. For the
avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement (by contacting
Adam Sivner of Altium at adam.sivner@altium.co.uk or by submitting
a request in writing to Adam Sivner at Altium, 5(th) Floor,
Belvedere, Booth Street, Manchester, M2 4AW. It is important that
you note that unless you make such a request, a hard copy of this
announcement may not be sent to you. You may also request that all
future documents, announcements and information to be sent to you
in relation to the Acquisition should be in hard copy form.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY RESTRICTED JURISDICTION OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
22 July 2013
Renovo Group plc
Recommended Acquisition of
Ultimate Finance Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
1. Introduction
The Renovo Board and UFG Board are pleased to announce that they
have reached agreement on the terms of a recommended acquisition of
the entire issued and to be issued share capital of UFG (other than
the UFG Shares already held by Renovo) to be effected by means of a
scheme of arrangement between UFG and its shareholders pursuant to
the provisions of Part 26 of the Act, involving a reduction of
capital under sections 645 to 648 of the Act.
The Acquisition is classified as a reverse takeover under the
AIM Rules and by virtue of the size of Renovo's existing
shareholding in UFG, as a related party transaction.
2. The Acquisition
The Acquisition will be implemented by way of the Scheme, the
full terms and conditions of which will be set out in the Scheme
Document. Under the terms of the Scheme, which is subject to the
Conditions, Scheme Shareholders on the register of members of UFG
at the Scheme Record Time will be entitled to receive:
For each Scheme Share: 6.0 pence in cash; and
1.05 New Renovo Shares
-- Based on the Closing Price of 18.75 pence per Renovo Share on
16 July 2013, being the last business day prior to the announcement
that UFG had received an approach from Renovo, the Acquisition
price:
o values each UFG Share at approximately 25.7 pence and UFG's
entire issued and to be issued share capital at approximately
GBP19.4 million;
o represents a premium of approximately 4.8 per cent. to the
Closing Price of a UFG Share of 24.5 pence on 16 July 2013, being
the last business day prior to the commencement of the Offer
Period; and
o represents a premium of approximately 27.1 per cent. to the
average Closing Price of a UFG Share of 20.2 pence for the twelve
months ended 16 July 2013, being the last business day prior to the
commencement of the Offer Period.
-- Based on the net asset value per Renovo Share of 19.1 pence
disclosed in Renovo's interim results for the six months ended 31
March 2013, the Acquisition price:
o values each UFG Share at approximately 26.1 pence and UFG's
entire issued and to be issued share capital at approximately
GBP19.7 million;
o represents a premium of approximately 6.3 per cent. to the
Closing Price of a UFG Share of 24.5 pence on 16 July 2013, being
the last business day prior to the commencement of the Offer
Period;
o represents a premium of approximately 29.0 per cent. to the
average Closing Price of a UFG Share of 20.2 pence for the twelve
months ended 16 July 2013, being the last business day prior to the
commencement of the Offer Period.
UFG Shareholders (other than Restricted Overseas Shareholders)
may elect to vary the proportions of New Renovo Shares and Cash
Consideration they receive in respect of their UFG Shares under the
Mix and Match Facility described in this Announcement and to be set
out in the Scheme Document.
Assuming 69,573,536 New Renovo Shares are issued pursuant to the
Acquisition, UFG Shareholders will hold New Renovo Shares
representing approximately 31.7 per cent. of the Enlarged Renovo
Share Capital immediately following the Effective Date (excluding
shares held in treasury).
The New Renovo Shares will be allotted and issued credited as
fully paid and will rank pari passu in all respects with the
Existing Renovo Shares in issue at the time the New Renovo Shares
are allotted and issued pursuant to the Acquisition, 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.
The Existing Renovo Shares are admitted to trading on AIM. The
Acquisition will constitute a reverse takeover for Renovo for the
purposes of the AIM Rules and accordingly application will be made
for the admission of the Enlarged Renovo Share Capital to trading
on AIM. It is expected that Admission will become Effective and
that trading in the Enlarged Renovo Share Capital will commence at
7 a.m. on the day following the Effective Date which, subject to
the satisfaction of certain conditions, including the sanction of
the Scheme by the Court, is expected to occur on 10 September
2013.
Fractional entitlements to New Renovo Shares will be aggregated
and allotted and issued to a nominee appointed by Renovo as nominee
for those UFG Shareholders entitled to such fractional entitlements
and such shares shall then be sold in the market and the net
proceeds of sale will be distributed in due proportion to the UFG
Shareholders entitled to them. However, individual fractional
entitlements to amounts (net of expenses) not exceeding GBP5 will
not be paid to persons who would otherwise be entitled to them
under the Scheme, but will be retained for the benefit of the
Enlarged Group.
The Scheme requires the Scheme Shareholders to vote in favour of
the Scheme at the Court Meeting to be held at 10.30 a.m. and the
UFG Shareholders to vote in favour of the Special Resolution at the
UFG General Meeting to be held at 11.00 a.m., (or, such later time
after the conclusion or adjournment of the Court Meeting), both
such meetings to be held on 20 August 2013 at the offices of
Osborne Clarke, One London Wall, London EC2Y 5EB. Further details
of the Meetings will be set out in the Scheme Document.
Following the Meetings, it is expected that the Scheme Court
Hearing will take place on 5 September 2013 and the Reduction Court
Hearing on 9 September 2013. The Effective Date is expected to be 9
September 2013.
If the Scheme becomes Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted and, if they voted, whether they voted for or against the
Scheme, at the Court Meeting or the UFG General Meeting.
Upon the Scheme becoming Effective, UFG will become a wholly
owned subsidiary of Renovo.
Cheques in respect of the Cash Consideration will be sent to
Scheme Shareholders at their own risk (or the Cash Consideration
will be settled through CREST, as the case may be) as soon as
practicable and, in any case, within 14 days of the Scheme becoming
Effective.
3. The Mix and Match Facility
Eligible Scheme Shareholders (which excludes, inter alia, those
in Restricted Jurisdictions) will, pursuant to the Mix and Match
Facility, be entitled to elect, subject to availability, to vary
the proportions in which they receive cash and New Renovo Shares in
respect of their holdings of Scheme Shares on the basis of:
for each 1 New Renovo Share, 20 pence in cash
or
for every 20 pence in cash, 1 New Renovo Share
The number of New Renovo Shares that will be issued is
69,573,536 and the amount of Cash Consideration that will be paid
pursuant to the Acquisition is GBP4 million. This will not be
varied as a result of elections made under the Mix and Match
Facility, save where required to accommodate rounding of individual
entitlements to the nearest whole number of New Renovo Shares.
Accordingly, Renovo's ability to satisfy elections made by UFG
Shareholders under the Mix and Match Facility will depend upon
other UFG Shareholders making offsetting elections. To the extent
that elections for additional New Renovo Shares in place of Cash
Consideration and/or for additional Cash Consideration in place of
New Renovo Shares cannot be satisfied in full, they will be scaled
back in due proportion.
Further details of the Mix and Match Facility will be set out in
the Scheme Document.
The Mix and Match Facility will not affect the entitlements of
those UFG Shareholders who do not make elections under the Mix and
Match Facility, each of whom will receive the number of New Renovo
Shares and amount of Cash Consideration for each Scheme Share as
set out and in accordance with the terms of the Scheme.
4. Irrevocable undertakings
Irrevocable undertakings from UFG Shareholders
The UFG Directors who hold UFG Shares have entered into
irrevocable undertakings to vote (or procure the vote) in favour of
the Scheme at the Court Meeting and the Special Resolution at the
General Meeting in respect of their beneficial interests in UFG
Shares amounting, in aggregate, to 9,584,741 UFG Shares (including
200,000 UFG Shares to be issued to Jeremy Coombes and 135,000 UFG
Shares to be issued to Shane Horsell respectively pursuant to the
exercise of share options granted under the UFG Share Scheme),
representing approximately 12.8 per cent. of the entire existing
issued share capital of UFG. All of these undertakings remain
binding, even in the event of a higher competing offer for UFG,
unless the Scheme lapses or is withdrawn. The UFG Directors have
also undertaken to make elections to either receive the basic terms
of the Acquisition, additional Cash Consideration or New Renovo
Shares under the Mix and Match Facility (details of which are set
out in paragraph 14 below).
Renovo has obtained an irrevocable undertaking from Helium
Special Situations Fund Limited to vote in favour of the
Acquisition at the Court Meeting and of the Special Resolution to
be proposed at the UFG General Meeting. Helium Special Situations
Fund Limited has 16,339,503 UFG Shares, representing approximately
21.9 per cent. of UFG's issued share capital.
In addition Renovo has obtained an irrevocable undertaking from
Miton Capital Partners Limited to vote in favour of the Acquisition
at the Court Meeting and of the Special Resolution to be proposed
at the UFG General Meeting. Miton Capital Partners Limited has
3,066,702 UFG Shares, representing approximately 4.1 per cent. of
UFG's issued share capital.
Renovo has therefore received irrevocable undertakings in
respect of a total of 28,990,946 UFG Shares, representing, in
aggregate approximately 38.8 per cent. of the issued share capital
of UFG to vote in favour of the Acquisition at the Court Meeting
and of the Special Resolution to be proposed at the UFG General
Meeting.
Irrevocable undertakings from Renovo Shareholders
David Blain, being a Renovo Director who holds an interest in
Renovo Shares, has irrevocably undertaken to vote in favour of the
resolutions to be proposed at the Renovo General Meeting in respect
of a total of 735,003 Renovo Shares, representing, in aggregate,
approximately 0.5 per cent. of Renovo's issued share capital.
Whilst Jamie Brooke is not directly interested in any Renovo
Shares, he is also an employee of Henderson Global Investors
Limited. Funds managed by Henderson Global Investors Limited are
interested in 53,414,860 Renovo Shares, representing approximately
35.7 per cent. of the issued ordinary share capital of Renovo.
Renovo has received an irrevocable undertaking from Henderson
Global Investors Limited to vote in favour of the resolutions to be
proposed at the Renovo General Meeting in respect of such
53,414,860 Renovo Shares, representing approximately 35.7 per cent.
of the issued ordinary share capital of Renovo.
In addition whilst Max Royde is not directly interested in any
Renovo Shares, he is also a partner of Kestrel Partners LLP. Funds
managed by Kestrel Partners LLP are interested in 12,351,942 Renovo
Shares, representing approximately 8.3 per cent. of the issued
ordinary share capital of Renovo. Renovo has received an
irrevocable undertaking from Kestrel Partners LLP to vote in favour
of the resolutions to be proposed at the Renovo General Meeting in
respect of such 12,351,942 Renovo Shares, representing
approximately 8.3 per cent. of the issued ordinary share capital of
Renovo.
Renovo has obtained an irrevocable undertaking from Charles
Davies to vote in favour of the resolutions to be proposed at the
Renovo General Meeting in respect of a total of 17,711,059 Renovo
Shares, representing approximately 11.8 per cent. of Renovo's
issued share capital.
Renovo has also obtained an irrevocable undertaking from Prof.
Mark Ferguson to vote in favour of the resolutions to be proposed
at the Renovo General Meeting in respect of a total of 12,432,476
Renovo Shares, representing approximately 8.3 per cent. of Renovo's
issued share capital.
Renovo has therefore received irrevocable undertakings in
respect of a total of 96,645,340 Renovo Shares, representing, in
aggregate approximately 64.6 per cent. of the issued share capital
of Renovo to vote in favour of the resolutions at the Renovo
General Meeting.
Further details of the irrevocable undertakings given by UFG and
Renovo Shareholders are set out in Appendix 3.
5. Information relating to UFG
UFG was incorporated in January 2002, originally as Hallco 694
Plc, before changing its name to Ultimate Finance Group plc in May
of that year. Its Ordinary Shares were admitted to trading on AIM
shortly afterwards, in June.
UFG provides bespoke invoice discounting, factoring, trade
finance, asset finance, retail finance facilities and debtor
protection to a wide range of SME businesses across the UK. This
service is underpinned by an IT infrastructure which provides
clients with online access to their account information in real
time.
UFG grew strongly in the period 2002 to 2008 before a period of
more subdued but steady growth through the challenging years of the
global recession. In June 2010 the Company announced the
commencement of trading of its subsidiary, Ultimate Asset Finance
Limited.
Since 2011, the business has begun to grow once more and
following the appointment of Jeremy Coombes as CEO in December 2011
(as a co-founder and investor of the Group he was formerly
Operations Director, then Managing Director), the business has
since implemented an active uplift in its marketing activity and
introduced a number of new and innovative products in order to
present the UFG Group as a full Asset Based Lender to SMEs. UFG
lends its own funds (approximately GBP6.9 million at 31 December
2012) and is also able to utilise a back-to-back funding agreement
with LTSB Commercial Finance Ltd, which has recently been extended
to July 2015, to advance up to a further GBP34 million.
UFG operates from its Head Office in Bristol, and through its
regional offices in London, Manchester, Lutterworth and
Norwich.
6. Information relating to Renovo
Founded in 1998, with operations commencing in October 2000,
Renovo was a biopharmaceutical product company, focused on the
development of drugs to reduce scarring, improve wound healing and
enhance tissue regeneration. Renovo subsequently floated on the
Official List in April 2006.
Renovo's lead drug candidate was Juvista, intended to reduce
scarring, and development of manufacturing and performance of
clinical trials was the main focus of activity. In June 2007 Renovo
entered into an exclusive licensing agreement with Shire to develop
and commercialise Juvista for the reduction of scarring, such
agreement was then revised in March 2010. The first Phase III trial
for Juvista commenced in 2009.
On 11 February 2011, the Renovo Board announced that its EU
Phase III trial for Juvista did not meet its primary or secondary
endpoints, following which the Board concluded that the drug lacked
efficacy when tested in a broad population of scar revision
patients. As a result the Renovo Board stopped development of the
drug and initiated immediate and significant reductions in
expenditure. In June 2011, Renovo published a circular to
shareholders with restructuring plans to cancel the listing on the
Official List and seek admission to trading on AIM, alongside
approving the buyback of ordinary shares in Renovo and waiving the
requirement for Henderson Global Investors, as a result of the
share buyback, to be obliged to make an offer for Renovo pursuant
to Rule 9 of the Takeover Code. Following approval of these matters
by Renovo Shareholders, on 24 October 2011, Renovo began trading on
AIM.
On 16 April 2012, the Renovo Board announced that it had decided
it would not perform any further work on Prevascar. Accordingly, in
line with Renovo's strategy to deliver value for its shareholders,
on 12 December 2012, Renovo announced the sale of its Prevascar
assets to ARMO Biosciences Inc (formerly Targenics Inc), a Palo
Alto based, Delaware incorporated, pharmaceutical company for
approximately $0.7 million. All consideration under the Prevascar
Agreement has now been paid. The Prevascar disposal led to a
fundamental change in Renovo's business as it no longer engaged in
any trading activities. Consequently, Renovo constituted an
investing company, as provided for by Rule 15 of the AIM Rules for
Companies. Accordingly, following shareholder consent, Renovo
adopted and implemented an investing policy.
Pursuant to the information provided in the paragraph above and
the announcement made on 21 December 2012, Renovo was granted a
derogation by the AIM team of the London Stock Exchange
(conditional upon the later adoption of the investing policy),
permitting the Renovo Board to take advantage of the opportunity to
participate in the GBP2.6 million equity placing of UFG. Renovo's
participation in the fundraising amounted to a GBP1.7 million
investment in UFG.
The Renovo Board considered the investment to be in line with
Renovo's current strategy of maximising value for its shareholders.
The Renovo Board took advantage of a prospect which it believed
provided its shareholders with a valuable and beneficial
opportunity in light of UFG's current aim to become a leading force
in the SME financial services sector.
7. Financial effects of the Acquisition
On a pro forma basis, and assuming the Acquisition becomes
Effective on 9 September 2013, the Enlarged Group would have net
assets of approximately GBP40.8 million based on the net assets of
the Renovo Group, as reflected in its balance sheet at 31 March
2013, together with the net assets of UFG as taken from UFG's
balance sheet at 31 December 2012.
Based on the Closing Price of 18.75 pence per Renovo Share on 16
July 2013, being the last business day prior to the announcement
that UFG had received an approach from Renovo, the Enlarged Group
would have a combined market capitalisation of approximately
GBP41.1 million.
The pro forma information is prepared for illustrative purposes
only and, because of its nature, addresses a hypothetical situation
and does not represent the actual financial position or results of
either Renovo or UFG or of the Enlarged Group.
8. Current trading and prospects of Renovo
Interim results announced 23 May 2013
On 23 May 2013, Renovo announced its interim results for the six
months ended 31 March 2013. These are summarised below:
o Renovo Shareholders approved Renovo's Investing Policy at the
general meeting on 24 January 2013, setting out the criteria
required for a company to receive investment from Renovo that will
ultimately enhance shareholder value.
o One industry sector that was identified by the Renovo Board
for initial but not exclusive investment was the financial services
sector, where the turmoil resulting from the credit crunch has led
to a severe dislocation of key credit markets.
o In the six months to 31 March 2013 Renovo also sold off the
Prevascar assets for net proceeds of GBP0.3 million. Renovo's cash
position (including term deposits) as at 31 March 2012 was GBP26.4
million compared with GBP27.8 million at 30 September 2012 and
GBP29.9 million at 31 March 2012. The reduction is almost wholly
due to the investment in UFG and the share buyback programme.
o An investment of GBP1.7 million was made in UFG plc during the
period with an unrealised gain of GBP0.6 million.
o The share buyback programme continued during the period and
Renovo purchased 1,526,047 shares for an aggregate consideration of
GBP0.3 million bringing the number of shares held in treasury to
44,951,580 shares for a total consideration of GBP7,594,766.
o Cash generated from operations during the period to 31 March
2013 was GBP0.2 million (period to 31 March 2012: cash utilised
GBP0.9 million). No interim dividend was proposed.
o Net asset value per share was 19.1p (31 March 2012:
18.2p).
9. Renovo dividends
Following the Acquisition, the Enlarged Group will continue to
focus on generating capital appreciation and therefore any income
generated by the Enlarged Group will be applied to cover costs or
will be added to the funds available to further implement the
Enlarged Group's strategy. As a result it is unlikely that the
Board of the Enlarged Group will recommend a dividend in the early
years and there can be no guarantee that a dividend will be
recommended in the future.
10. Current trading and prospects of UFG
UFG has today announced a trading update which confirms that the
demand for its core and new suite of financial services products
continues to be strong and that current trading is in line with
management expectations.
On 21 March 2013, UFG announced its interim results for the six
months ended 31 December 2012.
These are summarised below:
UFG delivered a record first half, which saw the company
continue its consistent growth and perform above management
expectations. It generated revenues of GBP5.8 million (six months
ended 31 December 2011: GBP5.4 million) and adjusted operating
profit of GBP1.0 million (six months ended 31 December 2011: GBP0.8
million).
o In this period UFG's GBP34 million banking facility was
extended to July 2015 and there was headroom of GBP5.4 million at
the end of the period to 31 December 2012. The Asset Finance
lending book increased to GBP3.4 million (six months ended 31
December 2011: GBP2.2 million) and the Ashley Business Cash lending
book increased to GBP0.7 million (six months ended 31 December
2011: GBP0.04 million).
o Bad debts continued to remain at traditional lows of less than
1 per cent. of annual total lending and the company continues to
have an average lend of 53 per cent. of a client's total
ledger.
o UFG continued with its progressive dividend policy by
proposing to pay an interim dividend of 0.45 pence per share an
increase of 12.5 per cent. on the six months ended 31 December
2011.
11. Background to and reasons for the Acquisition and intentions
for UFG
Following the Renovo Board's decision to end the clinical trials
of Prevascar in April 2012, it focused on its merger and
acquisition plans and share buy back programme to enhance
shareholder value. In December 2012, the Renovo Board was presented
with the opportunity to participate in the GBP2.6 million firm and
conditional placing in UFG, in which Renovo invested GBP1.7
million, receiving 9,189,190 UFG Shares, equating to 12.3 per cent.
of UFG's issued ordinary share capital immediately following that
placing. The Renovo Board considered the investment in UFG to
conform with its current strategy of maximising value for its
shareholders. Renovo sought to take advantage of an investment
which it believed provided its shareholders with a valuable and
beneficial opportunity in light of UFG's aim to become a leading
force in SME financial services.
Renovo's strategy is to deploy long term capital and become a
prominent provider of credit facilities for UK SMEs (according to
the Asset Based Finance Association, there is currently
approximately GBP16.7 billion of outstanding loan advances as at
December 2012). The Renovo Board believes that there is an
opportunity to grow considerably in an underserved sector, with
SMEs traditionally finding credit difficult to access from the
major clearing banks that often focus on the security and stability
of retail and larger corporate lending.
This strategy of the major clearing banks has continued as a
result of the global credit crunch, the onset of recession and the
necessity of balance sheet deleveraging which has exacerbated the
challenges faced by UK SMEs in obtaining credit. Against this
backdrop, Renovo sees an opportunity to build a new force in SME
lending, acquiring a loyal customer base and deploying capital at
commercial rates via a range of distribution channels.
The acquisition of UFG is the first step in implementing
Renovo's strategy, which will provide an SME loan book of
approximately GBP40 million and over 850 customers. The Renovo
Board will support UFG in its growth plans by providing the
security of a principally cash backed balance sheet and continuing
to innovate the business model through a more technology focused
platform. In addition the Renovo Board will continue to evaluate
further acquisitions and alternative routes to access funding for
SMEs at commercial rates which are accretive to the strategy.
Examples of this include but are not limited to the Department for
Business, Innovation and Skills Investment Programme to encourage
lending to SMEs. The Board of the Enlarged Group will provide
further detail on its strategy over the coming months.
12. Background to and reasons for the recommendation of the
Acquisition by the UFG Directors
In the report and accounts for the year ended 30 June 2012, the
Chairman and Chief Executive each drew attention to the
opportunities for UFG as businesses looked for alternative and more
flexible sources of finance. They also commented on the tight rein
that banks were continuing to keep on providing finance and the
tendency of smaller businesses to seek alternative solutions.
In December 2012, UFG took the opportunity to raise additional
equity finance on the back of a consistent growth in turnover and
profitability in recent years and the completion of the successful
integration of Ashley Commercial Finance Limited, which widened the
UFG Group's portfolio of core products, increased its national
presence and strengthened the marketing team as well as introduced
new products such as Ashley Business Cash. The purpose of the
fundraising was to accelerate the progress of the UFG's ambition to
be a leading force in the UK SME finance market, providing a
one-stop shop of funding solutions and to accelerate the UFG
Group's growth in line with its twin strategy of building on its
existing business and building on its existing repertoire of
financial services products as well as considering opportunities
for selective acquisitions. This would include strengthening the
UFG Group's marketing resource to consolidate and strengthen its
national presence, to develop new and recently introduced new
products and to introduce other industry specialised financial
solutions.
The UFG Group's interim results for the six months ended 31
December 2012, announced on 21 March 2013, amounted to a strong
first half performance with adjusted pre-tax profits (adjusted to
exclude acquisition, amortisation and group reorganisation related
costs) increasing by 29 per cent. over the comparable period in
2011 and the Chief Executive confirming continuance of strong
demand for the UFG Group's invoice discounting and factoring
products and services and that the UFG Group was well placed to
capitalise on its increased product set and continue to grow.
The Directors of UFG believe the Scheme represents fair value
for UFG Shareholders and the opportunity for UFG to continue to
develop and to accelerate its strategy of becoming a leading force
in the UK SME finance market as part of the Renovo Group.
UFG is Renovo's first acquisition in line with Renovo's strategy
and, with UFG's chief executive Jeremy Coombes and two additional
UFG directors joining the Renovo Board, and UFG's senior management
continuing in place, it is expected that their expertise and
experience will assist in enabling Renovo, as enlarged by the
acquisition of UFG, to build on the UK SME lending experience
embedded within UFG, helping UFG to achieve its full potential, as
well as continuing to evaluate acquisitions within the SME
sector.
With approximately 80 per cent. of all SME lending currently
provided by the 'High Street' banks, the potential to win SME
clients and deploy capital in an innovative and technology-enabled
fashion is significant. The Directors of UFG believe that much of
the technological improvements that have revolutionised corporate
and consumer banking, have passed by the SME lending segment. The
board of the Enlarged Group will provide further detail on its
strategy over the coming months.
13. Directors, management and employees
The Renovo Board has given assurances to the UFG Directors that,
following the completion of the Acquisition, the existing
employment rights, including pension rights, of all UFG Group
employees will be fully safeguarded. Following the Scheme becoming
Effective, Renovo plans to put in place incentive arrangements for
members of the UFG management team and employees. Jeremy Coombes,
Shane Horsell and Jeffrey Burton will receive options over
1,800,000, 1,500,000 and 1,000,000 Renovo Shares respectively which
will be subject to the satisfaction of certain criteria to be
decided by the Remuneration Committee of Renovo and shall have an
exercise price of 20.0 pence per Renovo Share being the value of
the Renovo Shares for the purpose of the Mix and Match Facility. WH
Ireland has confirmed its opinion as adviser to UFG that the
proposed arrangements, in respect of which there are no further
details, are fair and reasonable.
Other than set out above, Renovo has informed UFG that it has no
plans to alter existing arrangements with employees or to change
the locations of UFG Group's places of business.
The UFG Board has given due consideration to Renovo's stated
intention and assurances noted above in deciding to recommend the
Acquisition.
14. UFG Directors and the effect of the Scheme on their
interests
Details of the interests of the UFG Directors in the share
capital of UFG will be set out in the Scheme Document. UFG Shares
held by all of the UFG Directors at the Scheme Record Time will be
subject to the Scheme.
The UFG Directors who hold UFG Shares have entered into
irrevocable undertakings to vote (or procure the vote) in favour of
the Scheme at the Court Meeting and the Special Resolution at the
General Meeting in respect of their beneficial interests in UFG
Shares amounting, in aggregate, to 9,584,741 UFG Shares,
representing approximately 12.8 per cent. of the entire existing
issued share capital of UFG. All of these undertakings remain
binding, even in the event of a higher competing offer for UFG,
unless the Scheme lapses or is withdrawn. The UFG Directors have
also undertaken to make elections to either accept the basic terms
of the Acquisition or make elections to receive additional Cash
Consideration or New Renovo Shares under the Mix and Match Facility
as follows:
UFG Director Number of UFG Shares Election under the
Mix and Match Facility
---------------------- ------------------------- ----------------------------
Roger McDowell 2,672,500 2,672,500 UFG Shares
electing for all
New Renovo Shares
---------------------- ------------------------- ----------------------------
Matt Cooper 1,159,287 1,159,287 UFG Shares
electing for all
New Renovo Shares
---------------------- ------------------------- ----------------------------
Jonathan Cranston 3,332,953 3,332,953 UFG Shares
at the basic terms
of the Acquisition
---------------------- ------------------------- ----------------------------
Jeremy Coombes 1,991,285 1,070,275 UFG Shares
electing for all
New Renovo Shares
721,010 UFG Shares
electing for all
Cash Consideration
200,000 UFG Shares
electing for all
Cash Consideration
pursuant to the UFG
Share Scheme
---------------------- ------------------------- ----------------------------
Shane Horsell 428,716 293,716 UFG Shares
electing for all
Cash Consideration
135,000 UFG Shares
electing for all
Cash Consideration
pursuant to the UFG
Share Scheme
---------------------- ------------------------- ----------------------------
These elections will be satisfied to the extent that other UFG
Shareholders provide offsetting elections.
Save as set out in this announcement, the effect of the Scheme
on the interests of the UFG Directors does not differ from its
effect on the like interest of any other person.
In common with other employees who hold options granted pursuant
to the UFG Share Scheme, appropriate proposals will also be made to
the UFG Directors in respect of their options granted under the UFG
Share Scheme.
Following the Scheme becoming Effective and assuming their
elections being satisfied in full, the UFG Directors will be
interested, in aggregate, in approximately 10,117,384 New Renovo
Shares, representing approximately 4.6 per cent. of the enlarged
issued share capital of Renovo following the Effective Date.
Details of the service contracts (including the termination
provisions and payments) or letters of appointment of the UFG
Directors will be set out in the Scheme Document.
15. UFG Share Scheme
Options granted in 2008 and 2009 pursuant to the UFG Share
Scheme are already exercisable in full. Any UFG Shares issued
pursuant to the exercise of options under the UFG Share Scheme
prior to the Scheme Record Time will be subject to the terms of the
Scheme. Save for the issue of the New UFG Shares to Renovo on the
Effective Date pursuant to the Scheme, UFG will not issue any
shares after the Reclassification Record Time until after the
Effective Date.
As set out in the Special Resolution, an amendment to the
Articles is being proposed at the UFG General Meeting to the effect
that any UFG Shares allotted and issued pursuant to the exercise of
an option under the UFG Share Scheme (which are not subject to the
Scheme) will be automatically transferred to, and purchased by,
Renovo on the same terms as the Acquisition.
The provisions relating to the outstanding options under the UFG
Share Scheme and the effect of the Scheme on them are set out
below:
The UFG Share Scheme is a share option plan approved by HMRC
pursuant to Schedule 4 Income Tax (Earnings and Pensions) Act 2003,
under which option holders benefit from income tax relief on the
exercise of options, provided such option exercises take place
after the third anniversary of grant.
Options granted in 2010 and 2011 will not have reached the third
anniversary of grant at the Effective Date and the participants
will therefore be liable to pay income tax and National Insurance
contributions on the aggregate value of the Cash Consideration and
Share Consideration (less the aggregate exercise price they pay to
acquire the resulting UFG Shares) if they exercise those options
prior to the third anniversary of grant. Consequently, holders of
options granted under the UFG Share Scheme will be invited to
choose either to exercise their options in full within 6 months
following the Acquisition in accordance with the existing UFG Share
Scheme rules, or to exchange their options for equivalent options
over New Renovo Shares ("replacement options") in order to preserve
the HMRC approved status of their options. Replacement options will
be treated for tax purposes as having been granted on the original
date of grant of the options over UFG Shares and will remain
subject to the terms of the UFG Share Scheme. The formula to be
used to calculate the number of New Renovo Shares over which the
replacement options will be granted and the adjustment factor to be
applied to the exercise price will be submitted to HMRC for
approval as soon as practicable after the Effective Date.
Participants in the UFG Share Scheme will receive separate
explanatory letters explaining the effect of the Scheme on their
options and the action they may take in respect of their
outstanding options granted pursuant to the UFG Share Scheme.
16. Financing of the Acquisition
The Cash Consideration payable under the Acquisition will be
fully financed out of existing Renovo cash resources.
Altium is satisfied that sufficient resources are available to
Renovo to satisfy in full the Cash Consideration payable under the
terms of the Acquisition.
17. Renovo shareholder approval and Prospectus
As a result of its size, the Acquisition constitutes a reverse
takeover for Renovo under the AIM Rules. Accordingly, Renovo is
required to seek the approval of its shareholders for the
Acquisition at the Renovo General Meeting. The Renovo Directors do
not currently have authority to issue and allot the New Renovo
Shares in accordance with section 551 of the Act and, accordingly,
the approval of Renovo Shareholders is required. The Acquisition is
therefore conditional upon, amongst other things, the requisite
resolutions being passed by the Renovo Shareholders at the Renovo
General Meeting which has been convened for 9.30 a.m. on 21 August
2013.
Renovo will publish a Prospectus in connection with the New
Renovo Shares to be issued in connection with the Acquisition
(incorporating, amongst other things, notice of the Renovo General
Meeting), a copy of which will accompany the Scheme Document.
18. Permitted Acquisition-related arrangements
On 15 April 2013 UFG and Renovo entered into a confidentiality
agreement relating to the Acquisition, pursuant to which both UFG
and Renovo agreed to keep confidential certain information supplied
by the other for the purposes of considering the proposed
Acquisition.
This agreement also contains undertakings from both UFG and
Renovo to each other that for a period of 12 months neither Renovo
nor UFG will approach any of the other's employees, officers or
customers without prior written consent nor will employ or
otherwise engage certain of the other's employees.
Further details of the terms of these arrangements will be set
out in the Scheme Document.
19. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means
of a Court-sanctioned scheme of arrangement between UFG and the
Scheme Shareholders under Part 26 of the Act. The Scheme will
involve an application by UFG to the Court to sanction the Scheme
and to confirm the Capital Reduction, the cancellation or transfer
of all the Scheme Shares in consideration for which Scheme
Shareholders will receive consideration in accordance with the
terms of the Acquisition, as set out in paragraph 2 of this
Announcement.
The Acquisition is subject to the Conditions and further terms
referred to in Appendix 1 to this announcement and to be included
in the Scheme Document. The Conditions include:
o the Scheme being approved by a majority in number representing
75 per cent. or more in value of the Scheme Shareholders who are on
the register of members of UFG at the Voting Record Time, and who
are present and vote, whether in person or by proxy, at the Court
Meeting (and at any separate class meeting which may be required by
the Court or any adjournment thereof);
o the Special Resolution being duly passed by the requisite
majority at the UFG General Meeting (or any adjournment
thereof);
o the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
reasonably acceptable to UFG and Renovo) and confirmation of the
Capital Reduction by the Court and (i) the delivery of copies of
the Scheme Court Order and the requisite statement of capital
attached thereto to the Registrar of Companies and (ii) if so
ordered by the Court in order to take effect, the registration of
the Reduction Court Order and such statement of capital by the
Registrar of Companies;
o the passing of the resolutions proposed at the Renovo General
Meeting (or any adjournment thereof);
o the London Stock Exchange agreeing to admit or re-admit (as
applicable) the Renovo Shares in issue upon the Scheme becoming
Effective (including the New Renovo Shares) to trading on AIM
subject only to the Scheme becoming Effective in accordance with
its terms and/or, in the case of the New Renovo Shares, to the
allotment of such shares;
o the Scheme and the Capital Reduction having both become
Effective on or before 6.00 p.m. on the Long Stop Date;
o all applicable waiting and other time periods (including any
extension(s) thereof) during which any Regulatory Authority, in
respect of the Acquisition or proposed acquisition of any shares
in, or control of UFG by Renovo could intervene having expired,
lapsed or terminated;
o no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any
member of the UFG Group which in any such case is material to the
UFG Group; and
o the satisfaction or waiver of other conditions which are
considered customary for a transaction of this nature.
The Offer will lapse if:
o the Court Meeting and the UFG General Meeting are not held by
the 22nd day after the expected date of such meetings to be set out
in the Scheme Document (or such later date as may be agreed between
Renovo and UFG); or
o the Scheme does not become Effective by 30 September 2013 (or
such later date, if any, as Renovo and UFG may agree and, if
required, the Court and the Panel may allow), provided however,
that the deadlines for the timing of the Court Meeting, the UFG
General Meeting, and the Scheme to become Effective as set out
above may be waived by Renovo.
Following the Court Meeting and the UFG General Meeting, the
Scheme must be sanctioned by the Court at the Scheme Court Hearing
and the associated Capital Reduction must be confirmed by the
Court. The Scheme will only become Effective once an office copy of
the Scheme Court Order, an office copy of the Reduction Court Order
and the Statement of Capital are delivered to the Registrar of
Companies.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting and the UFG General Meeting. Upon the
Scheme becoming Effective:
o the CREST accounts of the UFG Shareholders who hold UFG Shares
in uncertificated form will be credited with the New Renovo Shares
and cash in consideration for their UFG Shares (and dependent upon
elections under the terms of the Mix and Match Facility); and
o UFG Shareholders who hold their UFG Shares in certificated
form will receive share certificates in respect of New Renovo
Shares and cash in consideration for their UFG Shares (and
dependent upon elections under the terms of the Mix and Match
Facility), in each case no later than 14 days after the Effective
Date.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the UFG General
Meeting and the expected timetable, and will specify the actions to
be taken by Scheme Shareholders. The Scheme Document will be sent
to UFG Shareholders as soon as reasonably practicable.
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements
of the City Code, the Panel, the London Stock Exchange, the AIM
Rules and the FCA.
20. Cancellation of admission to trading on AIM and
re-registration of UFG as a private company
Unless the Meetings are adjourned, the last day of dealings in,
and for registration of transfers of, UFG Shares will be the day of
the Scheme Court Hearing, which is expected to be 5 September 2013,
following which UFG Shares will be temporarily suspended from
AIM.
As at the close of trading on the last day of dealings in UFG
Shares prior to the Effective Date (the last day of dealings is
expected to be 5 September 2013), there may be unsettled, open
trades for the sale and purchase of UFG Shares within the CREST
system. The UFG Shares that are the subject of such unsettled
trades will be treated under the Scheme in the same way as any
other UFG Share registered in the name of the relevant seller under
that trade. Consequently, those UFG Shares will be reclassified and
cancelled under the Scheme and the seller will receive the
appropriate Cash Consideration and/or New Renovo Shares in
accordance with the basic terms of the Acquisition and any Cash
Election or Share Election made by the seller. However, the CREST
system will automatically require the seller to settle that
unsettled trade in Renovo Shares at the same exchange ratio
provided by the basic terms of the Acquisition. Consequently, a
seller within CREST will need to ensure that it holds or acquires
the appropriate number of Renovo Shares necessary to satisfy that
trade at the relevant time. This position will be confirmed in due
course by way of a CREST bulletin to all CREST participants.
No transfers of UFG Shares will be registered after this date
and, other than the registration of UFG Shares released,
transferred or issued under the UFG Share Scheme after the Scheme
Court Hearing and prior to the Scheme Record Time, and no UFG
Shares will be issued after this date.
A request will be made to the London Stock Exchange prior to the
Effective Date to cancel the trading in UFG Shares on AIM with
effect from the Effective Date or shortly thereafter.
On the Effective Date, each certificate representing a holding
of UFG Shares subject to the Scheme will be cancelled. Share
certificates in respect of UFG Shares will cease to be valid and
every UFG Shareholder will be bound at the request of UFG to
deliver up to UFG, or to any person appointed by UFG, the share
certificate(s) for cancellation, or to destroy them. As from the
Scheme Record Time, each holding of Scheme Shares credited to any
stock account in CREST will be disabled and all Scheme Shares will
be removed from CREST in due course.
It is also intended that UFG be re-registered as a private
limited company in due course.
21. Opening Position Disclosure and Interests
Renovo confirms that it will make an Opening Position
Disclosure, setting out the details required to be disclosed by it
under Rule 8.1(a) of the Code.
22. Overseas shareholders
The availability of New Renovo Shares under the Acquisition to
persons who are not resident in, and the distribution of this
announcement to persons who are not resident in, the United Kingdom
may be affected by the laws of the relevant jurisdiction in which
they are located. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. UFG Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
UFG Shareholders are advised to read carefully the Combined
Admission Document/Prospectus as well as the Scheme Document, the
Forms of Proxy and the Form of Election once these have been
dispatched.
23. Documents on website
Copies of the following documents will by no later than 12 noon
on 23 July 2013 be published on Renovo's website (www.renovo.com)
and UFG's website (www.ultimatefinance.co.uk):
(a) a copy of this announcement;
(b) the mutual confidentiality agreement dated 15 April 2013
between Renovo and UFG; and
(c) the irrevocable undertakings listed in Appendix 3.
24. Reserving the right to proceed by way of an offer
Renovo reserves the right to elect to implement the Acquisition
by way of an offer for the entire issued and to be issued ordinary
share capital of UFG not already held by Renovo as an alternative
to the Scheme. In such an event, an Offer will be implemented on
the same terms (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.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Renovo intends to: (i) request the London
Stock Exchange to cancel trading in UFG Shares on AIM; and (ii)
exercise its rights to apply the provisions of Chapter 23 of Part
28 of the Companies Act to acquire compulsorily the remaining UFG
Shares in respect of which the Offer has not been accepted.
Enquiries
Renovo
Jamie Brooke, Non Executive Chairman +44 (0) 7775 996 480
David Blain, Chief Financial Officer +44 (0) 7721 978 218
Altium (financial adviser and nominated adviser to Renovo) +44 (0) 845 505 4343
Paul Lines
Phil Adams
Adam Sivner
Panmure Gordon (broker to Renovo) +44 (0) 20 7886 2500
Fred Walsh
Grishma Patel
Newgate Communications (PR adviser to Renovo) +44 (0) 20 7680 6550
James Benjamin
Madeleine Palmstierna
UFG
Roger McDowell, Non Executive Chairman +44 (0) 7785 736 777
Jeremy Coombes, Chief Executive Officer +44 (0) 7967 613 208
WH Ireland (financial adviser, broker and nominated adviser to
UFG)+44 (0) 117 945 3420
John Wakefield
Mike Coe
Newgate Threadneedle (PR adviser to UFG) +44 (0) 20 7653 9850
John Coles
Fiona Conroy
Further Information
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be effected solely
by means of the Scheme Document which, together with the Forms of
Proxy and Form of Election, will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.
The Combined Admission Document/Prospectus will be published as
soon as possible after this announcement. The Combined Admission
Document /Prospectus will be, subject to restrictions related to
persons in any Restricted Jurisdiction, made available by Renovo on
its website at www.renovo.com and by UFG on its website at
www.ultimatefinance.co.uk. UFG will prepare the Scheme Document to
be distributed to UFG Shareholders. UFG urges UFG Shareholders to
read the Combined Admission Document/Prospectus and the Scheme
Document because they will contain important information in
relation to the Acquisition, the New Renovo Shares and the Enlarged
Group. Renovo urges Renovo Shareholders to read the Admission
Document/Prospectus because it will contain important information
in relation to the Acquisition, the New Renovo Shares and the
Enlarged Group. Any vote in respect of the Scheme or other response
in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document and/or the
Combined Admission Document /Prospectus, as appropriate.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
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 requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their UFG Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law 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.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made, directly or indirectly, in or into, or by the use of mails or
any means or 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 and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Please be aware that addresses, electronic addresses and certain
other information provided by UFG Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from UFG may be provided to Renovo during the Offer
Period as required under Section 4 of Appendix 4 of the City
Code.
Notice to US investors in UFG: The Acquisition relates to the
shares of an English company that is not registered under the US
Securities Exchange Act of 1934 (the "US Exchange Act") and is
being made by means of a scheme of arrangement provided for under
English company law. 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
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements in the United States tender
offer and proxy solicitation rules under the Exchange Act. If, in
the future, Renovo exercises the right to implement the Acquisition
by way of a takeover offer and decides to extend the offer into the
United States, the Offer will be made in compliance with applicable
US laws and regulations including the applicable provisions of the
tender offer rules under the US Exchange Act, to the extent
applicable. Financial information included (or incorporated by
reference) 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.
Any securities to be issued in connection with the Acquisition
have not been and will not be registered under the US Securities
Act of 1933 (the "US Securities Act"), or under the securities laws
of any state, district or other jurisdiction of the United States.
Accordingly, such securities may not be offered, sold or delivered,
directly or indirectly, in or into such jurisdictions except
pursuant to exemptions from, or transactions not subject to, the
registration requirements of the United States. It is expected that
the New Renovo Shares will be issued in reliance upon the exemption
from such registration provided by Section 3(a)(10) of the US
Securities Act. Under applicable US securities laws, persons
(whether or not US persons) who are or will be "affiliates" (within
the meaning of the US Securities Act) of Renovo or UFG prior to, or
of the Enlarged Group after, the Effective Date will be subject to
certain transfer restrictions relating to the Renovo Shares
received in connection with the Acquisition.
It may be difficult for US holders of UFG Shares to enforce
their rights and any claim arising out of US federal laws, since
Renovo and UFG 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 UFG 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.
Altium Capital Limited ("Altium") is authorised and regulated in
the United Kingdom by the FCA. Altium is acting as financial
adviser and nominated adviser to Renovo and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Altium
or for providing advice in relation to the Acquisition, or for
providing advice in relation to any other matters referred to
herein.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the FCA, is acting as broker to Renovo
and for no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than
Renovo for providing the protections afforded to clients of Panmure
Gordon, or for providing advice in relation to the Acquisition, or
any other matters referred to herein.
WH Ireland Limited ("WH Ireland"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser, broker and nominated adviser to UFG and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than UFG for providing the protections afforded to
clients of WH Ireland or for providing advice in relation to the
Acquisition, or any matter referred to in this announcement.
Cautionary note regarding forward-looking statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of UFG and certain plans and objectives of Renovo with
respect thereto. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current
facts. 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 UFG
and/or Renovo 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. 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 persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither UFG nor Renovo 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.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Renovo or UFG, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per ordinary
share for Renovo or UFG, as appropriate.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 p.m. (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 paper 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Publication on website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Renovo's website at www.renovo.com and
on UFG's website at www.ultimatefinance.co.uk by no later than noon
(London time) on the day following this announcement. For the
avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Adam Sivner of Altium at adam.sivner@altium.co.uk or by submitting
a request in writing to Adam Sivner at Altium, 5(th) Floor,
Belvedere, Booth Street, Manchester, M2 4AW. It is important that
you note that unless you make such a request, a hard copy of this
announcement it may not be sent to you. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Acquisition should be in hard copy form.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective by no later than 30 September
2013, or such later date (if any) as Renovo and UFG may agree and
(if required) the Court and the Panel may allow.
(A) The Scheme will be conditional upon:
(1) its approval by a majority in number representing 75 per
cent. or more in value of the Scheme Shareholders present and
voting, either in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required by the Court or at
any adjournment of any such meeting on or before the 22nd day after
the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, as Renovo and
UFG may agree and the Court may allow);
(2) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
the UFG General Meeting or at any adjournment of that meeting on or
before the 22nd day after the expected date of the UFG General
Meeting to be set out in the Scheme Document in due course (or such
later date, if any, as Renovo and UFG may agree and the Court may
allow); and
(3) the sanction of the Scheme with or without modification (but
subject to any such modification being acceptable to Renovo and
UFG) and the confirmation of the Capital Reduction by the Court
and:
(i) the delivery of office copies of each of the Court Orders
and of the Statement of Capital to the Registrar of Companies;
and
(ii) if the Court so orders for it to become Effective, the
registration of the Reduction Court Order and the Statement of
Capital by the Registrar of Companies.
In addition, the Acquisition will be conditional upon the
following Conditions and, accordingly, the necessary actions to
make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or,
where relevant, waived:
(B) the passing at the Renovo General Meeting of such resolution
or resolutions as are necessary to approve, implement and effect
the Acquisition including a resolution or resolutions to approve
the Acquisition; to authorise the creation and allotment of New
Renovo Shares; and to adopt the new articles of association;
(C) the London Stock Exchange having acknowledged to Renovo or
its agent (and such acknowledgement not having been withdrawn) that
the Existing Renovo Shares will be readmitted and the New Renovo
Shares will be admitted to trading on AIM;
(D) except as Fairly Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider UFG 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, which in consequence of the Acquisition or
because of a change in the control or management of UFG or any
other member of the Wider UFG Group or otherwise, would or might
reasonably be expected to result in (to an extent which is material
in the context of the Wider UFG Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or
becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or modified or affected
or any obligation or liability arising or any action being taken or
arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member or any such mortgage, charge
or security interest (whenever created, arising or having arisen)
becoming enforceable;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member, and no event having occurred which,
under any provision of any agreement, arrangement, licence, permit
or other instrument to which any member of the Wider UFG Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in sub-paragraphs (i) to
(viii) of this Condition;
(E) no anti-trust regulator or Third Party having decided to
take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having
taken any other steps which would or might reasonably be expected
to (to an extent which is material in the context of the Wider UFG
Group or the Wider Renovo Group, as the case may be, in either
case, taken as a whole):
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any
member of the Wider Renovo Group or any member of the Wider UFG
Group of all or any portion of their respective businesses, assets
or property or impose any limitation on the ability of all or any
of them to conduct their respective businesses (or any part
thereof) or to own, control or manage any of their respective
assets or properties (or any part thereof);
(ii) require, prevent or delay the divestiture by any member of
the Wider Renovo Group of any shares or other securities in any
member of the Wider UFG Group or the Wider Renovo Group;
(iii) impose any limitation on, or result in a delay in, the
ability of any member of the Wider Renovo Group directly or
indirectly to acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider UFG Group or the Wider Renovo Group or
to exercise management control over any such member;
(iv) otherwise adversely affect all or any of the business,
assets, profits or prospects of any member of the Wider Renovo
Group or of any member of the Wider UFG Group;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by Renovo or any member of the
Wider Renovo Group of any shares or other securities in, or control
of, UFG void, illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose additional conditions or obligations with respect thereto,
or otherwise challenge or interfere therewith;
(vi) require any member of the Wider Renovo Group or the Wider
UFG Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider UFG Group or
the Wider Renovo Group owned by any Third Party;
(vii) impose any limitation on the ability of any member of the
Wider Renovo Group or any member of the Wider UFG Group to
co-ordinate or integrate its business, or any part of it, with the
businesses of any other member of the Wider Renovo Group or the
Wider UFG Group; or
(viii) result in any member of the Wider Renovo Group or any
member of the Wider UFG Group ceasing to be able to carry on
business under any name under which it presently does so, and all
applicable waiting and other time periods (including any extensions
thereof) during which any such anti-trust regulator or Third Party
could institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or any other step under
the laws of anyjurisdiction in respect of the Acquisition having
expired, lapsed or been terminated;
(F) all material notifications, filings or applications which
are necessary or reasonably considered appropriate in connection
with the Acquisition having been made and all statutory or
regulatory obligations in any jurisdiction having been complied
with in connection with the Acquisition or the acquisition by any
member of the Wider Renovo Group of any shares or other securities
in, or control of, UFG and all material authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals reasonably deemed necessary
or appropriate by Renovo or any member of the Wider Renovo Group
for or in respect of the Acquisition or the proposed acquisition of
any shares or other securities in, or control of, UFG by any member
of the Wider Renovo Group having been obtained in terms and in a
form reasonably satisfactory to Renovo from all appropriate Third
Parties or persons with whom any member of the Wider UFG Group has
entered into contractual arrangements and all such authorisations,
orders, recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals together with all
authorisations, orders, recognitions, grants, licences,
confirmations, clearances, permissions and approvals necessary or
appropriate to carry on the business of any member of the Wider UFG
Group remaining in full force and effect and all filings necessary
for such purpose have been made and there being no notice or
intimation of any intention to revoke or not to renew any of the
same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations
In any jurisdiction having been complied with;
(G) except as Fairly Disclosed, no member of the Wider UFG Group
having, since 30 June 2012:
(i) save as between UFG and wholly-owned subsidiaries of UFG or
for UFG Shares issued pursuant to the exercise of options granted
under the UFG Share Schemes, issued or agreed to issue, authorised
or proposed the issue of additional shares (or other securities) of
any class;
(ii) save as between UFG and wholly-owned subsidiaries of UFG or
for the grant of options under the UFG Share Schemes, issued or
agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible
securities;
(iii) other than to another member of the UFG Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution
whether payable in cash or otherwise, save for the UFG Interim
Dividend;
(iv) save for intra-UFG Group transactions or pursuant to the
Acquisition, merged or demerged with any body corporate or acquired
or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised
or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or
security interest, in each case, other than in the ordinary course
of business;
(v) save for intra-UFG Group transactions, made or authorised or
proposed or announced an intention to propose any change in its
loan capital;
(vi) issued or agreed to issue, authorised or proposed the issue
of any debentures or, save in the ordinary course of business,
incurred or increased, or agreed to incur or increase, any
indebtedness or become, or agreed to become, subject to any
contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect to the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business or entered into or changed the
terms of any contract with any director or senior executive;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be materially restrictive on the businesses of
any member of the Wider UFG Group or the Wider Renovo Group or
which involves or could involve an obligation of such a nature or
magnitude or which is other than in the ordinary course of
business;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction or had any such person
appointed;
(xi) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider UFG
Group or the Wider Renovo Group other than to a nature and extent
which is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(xiv) made or agreed or consented to any change in any material
respect to:
(1) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider UFG Group for its
directors, employees or their dependents;
(2) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(3) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(4) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made;
(xv) save as agreed in writing by Renovo, 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 person employed by the Wider UFG Group; or
(xvi) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of UFG Shareholders in general meeting in accordance with,
or as contemplated by, Rule 21.1 of the City Code, and, for the
purposes of paragraphs (iii), (iv), and (v) of this Condition, the
term 'UFG Group' shall mean UFG and its wholly-owned
subsidiaries;
(H) except as Fairly Disclosed, since 30 June 2012:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider UFG Group which, in any such
case, is material in the context of the Wider UFG Group taken as a
whole and no circumstance having arisen which would or might
reasonably be expected to result in any such adverse change or
deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider UFG Group
is or may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider UFG Group having been
instituted, announced or threatened by or against or remaining
outstanding in respect of any member of the Wider UFG Group which,
in any such case, has had, or might reasonably be expected to have,
a material adverse effect on the Wider UFG Group taken as a
whole;
(iii) no contingent or other liability having arisen or become
apparent to Renovo which has had, or might reasonably be expected
to have, a material adverse effect on the Wider UFG Group taken as
a whole; and
(iv) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider UFG Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or
modification of which has had, or might reasonably be expected to
have, a material adverse effect on the Wider UFG Group taken as a
whole; and
(I) Renovo not having discovered:
(i) that any financial, business or other information concerning
the Wider UFG Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
UFG Group or disclosed at any time to any member of the Wider
Renovo Group or to any of their advisers by or on behalf of any
member of the Wider UFG Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading, in each case to an extent
which is material in the context of the Wider UFG Group taken as a
whole;
(ii) that, except as Fairly Disclosed, any member of the Wider
UFG Group or any partnership, company or other entity in which any
member of the Wider UFG Group has a significant economic interest
and which is not a subsidiary undertaking of UFG is subject to any
liability (contingent or otherwise) which, in any such case, is
material in the context of the Wider UFG Group taken as a
whole;
(iii) any information which affects the import of any
information disclosed to Renovo at any time by or on behalf of any
member of the Wider UFG Group and which is material in the context
of the Wider UFG Group taken as a whole;
(iv) that, except as Fairly Disclosed, any past or present
member of the Wider UFG Group has failed to comply with any and/or
all applicable legislation, regulation or other requirement, of any
jurisdiction with regard to the use, treatment, carriage, disposal,
spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been
any such use, treatment, carriage, disposal, spillage, release,
discharge, leak or emission (whether or not the same. constituted a
non-compliance by any person with any such legislation, regulation
or requirement, and wherever the same may have taken place) any of
which use, treatment, carriage, disposal, spillage, release,
discharge, leak or emission would be likely to give rise to any
liability (actual or contingent) on the part of any member of the
Wider UFG Group, which, in any case, is, or which might reasonably
be expected to be, material in the context of the Wider UFG Group
taken as a whole; or
(v) that, except as Fairly Disclosed, there is, or is likely to
be, for any reason whatsoever, any liability (actual or contingent)
of any past or present member of the Wider UFG Group to make good,
repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider UFG
Group, under any environmental legislation, regulation, notice,
circular or order of any government, governmental,
quasigovernmental, state or local government, supranational,
statutory or other regulatory body, agency, court, association or
any other person or body in any jurisdiction, which, in any such
case, is or might reasonably be expected to be material in the
context of the Wider UFG Group taken as a whole.
Renovo reserves the right to waive, in whole or in part, all or
any of Conditions above, except for Conditions (A), (B) and (C),
which cannot be waived.
Conditions (B) and (C) must be fulfilled by, and Conditions (D)
to (I) (inclusive) fulfilled or waived by, no later than 11.59 p.m.
on the date immediately preceding the date of the Scheme Court
Hearing, failing which the Scheme will lapse. Renovo shall be under
no obligation to waive or treat as satisfied any of Conditions (D)
to (I) (inclusive) by a date earlier than the latest date specified
above for the fulfilment or waiver thereof, notwithstanding that
the other Conditions of the Scheme and the Acquisition 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.
If Renovo is required by the Panel to make an offer for UFG
Shares under the provisions of Rule 9 of the City Code, Renovo may
make such alterations to any of the above Conditions as are
necessary to comply with the provisions of that Rule.
The Acquisition will lapse if it (or any part of it) is referred
to the Competition Commission before the Court Meeting and the UFG
General Meeting. In such event, none of Renovo, UFG or UFG
Shareholders will be bound by any term of the Scheme.
Renovo reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a takeover offer (as
defined in Part 28 of the Companies Act). In such event, the
Acquisition will be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to
appropriate amendments, including (without limitation and subject
to the consent of the Panel) an acceptance condition that is set at
90 per cent. (or such lesser percentage, as Renovo may decide) (i)
in nominal value of the shares to which such offer relates; and
(ii) of the voting rights attached to those shares, and that is
subject to Renovo and/or (with the consent of the Panel) any
members of the Renovo Group having acquired or agreed to acquire,
whether pursuant to the offer or otherwise, shares carrying more
than 50 per cent. of the voting rights normally exercisable at a
general meeting of UFG, including, for this purpose, any such
voting rights attaching to UFG Shares that are unconditionally
allotted or issued before the takeover offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
The availability of the Acquisition to persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
Under Rule 13.5 of the Code, Renovo may not invoke a condition
to the Acquisition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the condition are of material
significance to Renovo in the context of the Acquisition. The
conditions contained in paragraph (A) of Part A are not subject to
this provision of the Code.
This Acquisition will be governed by English law and be subject
to the jurisdiction of the English courts and to the conditions and
further terms set out in this Appendix 1 and to be set out in the
Scheme Document. The Acquisition will comply with, and be subject
to, the applicable rules and regulations of the FCA, the London
Stock Exchange, the AIM Rules and the City Code.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Part B: Certain further terms of the Scheme and the
Acquisition
Fractions of New Renovo Shares will not be allotted or issued
pursuant to the Scheme. Fractional entitlements to New Renovo
Shares will be aggregated and sold in the market and the net
proceeds of sale distributed pro rata to persons entitled thereto.
However, individual entitlements to amounts of less than GBP5 will
not be paid to UFG Shareholders but will be retained for the
benefit of Renovo.
The Acquisition will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Acquisition will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within the any Restricted Jurisdiction.
The New Renovo Shares to be issued pursuant to the Acquisition
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 Canada, Japan or Australia. Accordingly, the New
Renovo Shares may not be offered, sold or delivered, directly or
indirectly, in the United States, Canada, Japan or Australia nor to
any United States person, except pursuant to exemptions from
applicable requirements of any such jurisdiction.
The New Renovo Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Renovo
Shares. Applications will be made to the UK Listing Authority for
the New Renovo Shares to be admitted to AIM and to the London Stock
Exchange for the New Renovo Shares to be admitted to trading.
UFG Shares which will be acquired under the Acquisition will be
acquired 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
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1. Unless otherwise stated:
-- financial information relating to the Renovo Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts for Renovo for the year ended 30
September 2012 or Renovo's announcement dated 23 May 2013 of its
results for the half-year ended 31 March 2013 (which are
unaudited); and
-- financial information relating to the UFG Group has been
extracted or derived (without any adjustment) from the audited
annual report and accounts for UFG for the year ended 30 June 2012
or UFG's announcement dated 21 March 2013 of its results for the
half year ended 31 December 2012 (which are unaudited).
2. The value of the Acquisition is calculated:
-- by reference to the price of 18.75 pence per Renovo Share,
being the Closing Price on 16 July 2013, being the last Business
Day prior to the date of the announcement by UFG that it had
received an approach from Renovo;
-- by reference to the net asset value of 19.1 pence per Renovo
Share, being the net asset value disclosed in Renovo's interim
results for the six months ended 31 March 2013; and
-- on the basis of the fully-diluted number of UFG Shares in
issue referred to in paragraph 4 below.
3. As at the close of business on 16 July 2013, being the last
Business Day prior to the date of the announcement by UFG that it
had received an approach from Renovo, UFG had in issue 74,624,700
UFG Shares and Renovo had in issue 149,597,991 Renovo Shares. In
addition Renovo holds 44,951,580 Renovo Shares in treasury. The
International Securities Identification Number for UFG Shares is
GB0031685414 and for Renovo Shares is GB00B081NX89.
4. The fully diluted share capital of UFG (being 75,449,700 UFG
Shares) is calculated on the basis of the number of issued UFG
Shares referred to in paragraph 3 above.
5. Unless otherwise stated, all prices and closing prices for
UFG Shares and Renovo Shares are closing middle market quotations
derived from the London Stock Exchange Daily Official List
(SEDOL).
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. UFG Directors
Irrevocable undertakings
Renovo has received irrevocable undertakings in relation to the
Acquisition as follows:
Name of UFG Shareholder Number of UFG Shares Percentage of UFG existing
giving undertaking in respect of which issued share capital
undertaking is given (%)
----------------------------- -------------------------- -------------------------------
Roger McDowell 2,672,500 3.6
----------------------------- -------------------------- -------------------------------
Matt Cooper 1,159,287 1.6
----------------------------- -------------------------- -------------------------------
Jonathan Cranston 3,332,953 4.5
----------------------------- -------------------------- -------------------------------
Jeremy Coombes 1,991,285 2.7
----------------------------- -------------------------- -------------------------------
Shane Horsell 428,716 0.6
----------------------------- -------------------------- -------------------------------
Total 9,584,741 12.8
----------------------------- -------------------------- -------------------------------
These irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Special Resolution at the UFG
General Meeting; and
(ii) if Renovo exercises its right to structure the Acquisition
as an Offer, to accept, or procure the acceptance of, such
Offer.
The irrevocable undertaking given by the UFG Directors
stipulates that it will cease to be binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing); or
(ii) the Offer lapses or is withdrawn.
2. UFG Shareholders
Irrevocable undertakings
Renovo has received irrevocable undertakings in relation to the
Acquisition as follows:
Name of UFG Shareholder Number of UFG Shares Percentage of UFG existing
giving undertaking in respect of which issued share capital
undertaking is given (%)
------------------------------- -------------------------- -------------------------------
Helium Special Situations
Fund Limited 16,339,503 21.9
------------------------------- -------------------------- -------------------------------
Miton Capital Partners
Limited 3,066,702 4.1
------------------------------- -------------------------- -------------------------------
Total 19,406,205 26.0
------------------------------- -------------------------- -------------------------------
These irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Special Resolution at the UFG
General Meeting; and
(ii) if Renovo exercises its right to structure the Acquisition
as an Offer, to accept, or procure the acceptance of, such
Offer.
The irrevocable undertaking given by Helium Special Situations
Funds Limited stipulates that it will cease to be binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing); or
(ii) the Offer lapses or is withdrawn.
The irrevocable undertaking given by Miton Capital Partners
Limited stipulates that it will cease to be binding if:
(i) this announcement is not released on or before midnight on
31 August 2013 (or such later date as Renovo and UFG shall together
agree in writing);
(ii) the Offer lapses or is withdrawn; or
(iii) if before 3.00 p.m. on the date falling 7 days after this
announcement is released, any third party announces a firm
intention (in accordance with Rule 2.7 of the City Code) to make an
offer to acquire of the equity share capital of UFG (a) which is
recommended by the board of UFG, (b) the making of which is not
subject to any condition precedent and (c) which in the opinion of
Mike Coe or John Wakefield of W.H. Ireland Limited (but without
liability or responsibility to the Offeror or Miton Capital
Partners Limited) values each UFG Share at more than 20 per cent.
higher than the value attributed to such a UFG Share pursuant to
the Acquisition.
3. Renovo Directors
The Renovo Directors have given irrevocable undertakings in
relation to the Acquisition as follows:
Name of Renovo Director Number of Renovo Shares Percentage of Renovo
giving undertaking in existing
respect of which undertaking issued share capital
is given (%)
----------------------------- ---------------------------------- --------------------------
David Blain 735,003 0.5
----------------------------- ---------------------------------- --------------------------
Total 735,003 0.5
----------------------------- ---------------------------------- --------------------------
Whilst Jamie Brooke is not directly interested in any Renovo
Shares, he is also an employee of Henderson Global Investors
Limited. Funds managed by Henderson Global Investors Limited are
interested in 53,414,860 Renovo Shares, representing approximately
35.7 per cent. of the issued ordinary share capital of Renovo.
Renovo has received irrevocable undertakings from Henderson Global
Investors Limited to vote in favour of the resolutions to be
proposed at the Renovo General Meeting in respect of such
53,414,860 Renovo Shares, representing approximately 35.7 per cent.
of the issued ordinary share capital of Renovo. Details of these
undertakings are set out below.
In addition whilst Max Royde is not directly interested in any
Renovo Shares, he is also a partner of Kestrel Partners LLP. Funds
managed by Kestrel Partners LLP are interested in 12,351,942 Renovo
Shares, representing approximately 8.3 per cent. of the issued
ordinary share capital of Renovo. Renovo has received irrevocable
undertakings from Kestrel Partners LLP to vote in favour of the
resolutions to be proposed at the Renovo General Meeting in respect
of such 12,351,942 Renovo Shares, representing approximately 8.3
per cent. of the issued ordinary share capital of Renovo. Details
of these undertakings are set out below.
These irrevocable undertakings include undertakings to vote in
favour of the resolutions to be proposed at the Renovo General
Meeting to approve the Acquisition and related matters.
4. Renovo Shareholders
The Renovo Shareholders have given irrevocable undertakings in
relation to the Acquisition as follows:
Name of Renovo Shareholder Number of Renovo Shares Percentage of Renovo
giving undertaking in existing
respect of which undertaking issued share capital
is given (%)
-------------------------------- ---------------------------------- --------------------------
Henderson Global Investors
Limited 53,414,860 35.7
-------------------------------- ---------------------------------- --------------------------
Charles Davies 17,711,059 11.8
-------------------------------- ---------------------------------- --------------------------
Prof. Mark Ferguson 12,432,476 8.3
-------------------------------- ---------------------------------- --------------------------
Kestrel Partners LLP 12,351,942 8.3
-------------------------------- ---------------------------------- --------------------------
Total 95,910,337 64.1
-------------------------------- ---------------------------------- --------------------------
These irrevocable undertakings include undertakings to vote in
favour of the resolutions to be proposed at the Renovo General
Meeting to approve the Acquisition and related matters.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
'Acquisition' the proposed acquisition of the entire issued
and to be issued share capital of UFG by
Renovo, to be effected by the Scheme as described
in this announcement (or by the Offer under
certain circumstances described in this announcement)
------------------------------------ -----------------------------------------------------------
'Admission' the New Renovo Shares being admitted to AIM
------------------------------------ -----------------------------------------------------------
'AIM' the market of that name operated by the London
Stock Exchange
------------------------------------ -----------------------------------------------------------
'AIM Rules' Rules and Guidance notes for AIM Companies
and their nominated advisers issued by the
London Stock Exchange from time to time relating
to AIM traded securities and the operation
of AIM
------------------------------------ -----------------------------------------------------------
'Altium' Altium Capital Limited
------------------------------------ -----------------------------------------------------------
'Announcement' the announcement made by Renovo and UFG regarding
the recommended offer for UFG in accordance
with Rule 2.7 of the Takeover Code on 22
July 2013
------------------------------------ -----------------------------------------------------------
'Board' the board of directors of Renovo, UFG, or
the Enlarged Group as
applicable
------------------------------------ -----------------------------------------------------------
'Business Day' a day (other than a Saturday, Sunday, public
or bank holiday) on which banks are generally
open for business in London other than solely
for trading and settlement in Euro
------------------------------------ -----------------------------------------------------------
'Capital Reduction' the proposed reduction of the current issued
and to be issued ordinary share capital of
UFG pursuant to the Scheme
------------------------------------ -----------------------------------------------------------
'Cash Consideration' the cash consideration due to a Scheme Shareholder
from Renovo under the Scheme in connection
with the cancellation of Scheme Shares, including
cash entitlements under the Mix and Match
Facility where made
------------------------------------ -----------------------------------------------------------
'City Code' the City Code on Takeovers and Mergers
------------------------------------ -----------------------------------------------------------
'Closing Price' means the closing middle market price of
a Renovo Share or UFG Share, as applicable,
on a particular trading day as derived from
the AIM appendix to the London Stock Exchange
Daily Official List
------------------------------------ -----------------------------------------------------------
'Combined the combined admission document and prospectus
Admission Document/Prospectus' relating to the approval of the Acquisition
and the issue of the New Renovo Shares to
be published and sent to Renovo Shareholders
------------------------------------ -----------------------------------------------------------
'Companies Act' or the Companies Act 2006, as amended from time
'Act' to time
------------------------------------ -----------------------------------------------------------
'Competition the independent public body which conducts
Commission' second phase in-depth inquiries into mergers,
markets and the regulation of the major regulated
industries in the United Kingdom (or any
successor body or bodies carrying out the
same functions in the United Kingdom from
time to time)
------------------------------------ -----------------------------------------------------------
'Conditions' the conditions and certain further terms
of the Acquisition set out in Appendix 1
to this announcement
------------------------------------ -----------------------------------------------------------
'Court' the High Court of Justice in England and
Wales
------------------------------------ -----------------------------------------------------------
'Court Meeting' the meeting of holders of Scheme Shares convened
by order of the Court
pursuant to section 899 of the Companies
Act for the purpose of considering and, if
thought fit, approving the Scheme (with or
without amendment), including any adjournment
thereof
------------------------------------ -----------------------------------------------------------
'Court Orders' the Scheme Court Order and the Reduction
Court Order
------------------------------------ -----------------------------------------------------------
'CREST' the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001/3755))
in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the
Regulations)
------------------------------------ -----------------------------------------------------------
'Dealing Disclosure' an announcement pursuant to Rule 8 of the
City Code containing details of dealings
in interests in relevant securities of a
party to an offer
------------------------------------ -----------------------------------------------------------
'Effective' in the context of the Acquisition:
(a) if the Acquisition is implemented by
way of the Scheme, Part 2 of the Scheme having
become operative and the Capital Reduction
having become effective in accordance with
the terms of the Scheme; or
(b) if the Acquisition is implemented by
way of a Takeover Offer, such Takeover Offer
having been declared or become unconditional
in all respects
------------------------------------ -----------------------------------------------------------
'Effective Date' the date on which the Scheme becomes effective
in accordance with its
terms
------------------------------------ -----------------------------------------------------------
'Enlarged Group' the enlarged group following the Acquisition,
comprising the Renovo Group and the UFG Group
------------------------------------ -----------------------------------------------------------
'Enlarged Renovo the Existing Renovo Shares and the New Renovo
Share Capital' Shares
------------------------------------ -----------------------------------------------------------
'Existing Renovo the 194,549,571 Renovo Shares in issue as
Shares' at the date of this announcement, 44,951,580
of which are held in treasury
------------------------------------ -----------------------------------------------------------
'Fairly Disclosed' the information which has been fairly disclosed:
(i) in writing prior to the date of this
announcement by or on behalf of UFG to Renovo
or Renovo's financial, accounting, tax or
legal advisers (specifically as Renovo's
advisers in relation to the Acquisition);
(ii) in UFG's published annual and/or half
year report and accounts for the relevant
financial period or periods referred to in
the relevant Condition; (iii) in a public
announcement made in accordance with the
AIM Rules or the DTRs by UFG prior to the
date of this announcement; or (iv) in this
announcement
------------------------------------ -----------------------------------------------------------
'FCA' the United Kingdom's Financial Conduct Authority
------------------------------------ -----------------------------------------------------------
'Forms of Proxy' the form of proxy in connection with each
of the Court Meeting and the UFG General
Meeting, which shall accompany the Scheme
Document
------------------------------------ -----------------------------------------------------------
'Form of Election' the form of election in relation to the Mix
and Match Facility which will
accompany the Scheme Document
------------------------------------ -----------------------------------------------------------
'London Stock Exchange' London Stock Exchange plc
------------------------------------ -----------------------------------------------------------
'Long Stop Date' 30 September, or such earlier or later date
as UFG and Renovo may agree and the Panel
and/or the Court may allow, being the latest
date by which the Scheme must become Effective
------------------------------------ -----------------------------------------------------------
'Meetings' the Court Meeting and the UFG General Meeting
------------------------------------ -----------------------------------------------------------
'Mix and Match Facility' the mix and match facility under which UFG
Shareholders (other than
certain overseas shareholders) may elect,
subject to equal and opposite
elections made by other UFG Shareholders,
to vary the proportions in
which they receive New Renovo Shares and
cash under the Acquisition
------------------------------------ -----------------------------------------------------------
'New Renovo Shares' the new Renovo Shares to be issued pursuant
to the Scheme
------------------------------------ -----------------------------------------------------------
'Offer' should the Acquisition be implemented by
way of a takeover offer as defined in Chapter
3 of Part 28 of the Companies Act, the recommended
offer to be made by or on behalf of Renovo
to acquire the entire issued and to be issued
share capital of UFG and, where the context
admits, any subsequent revision, variation,
extension or renewal of such offer
------------------------------------ -----------------------------------------------------------
'Offer Period' the period commencing on 17 July 2013 and
ending on the earlier of the date on which
the Scheme becomes effective and/or the date
on which the Scheme lapses or is withdrawn
(or such other date as the Panel may decide)
------------------------------------ -----------------------------------------------------------
'Opening Position an announcement containing details of interests
Disclosure' or short positions in, or
rights to subscribe for, any relevant securities
of a party to the offer if the
person concerned has such a position
------------------------------------ -----------------------------------------------------------
'Panel' the Panel on Takeovers and Mergers
------------------------------------ -----------------------------------------------------------
'Renovo' Renovo Group plc, incorporated in England
with registered number 05427608
------------------------------------ -----------------------------------------------------------
'Renovo Directors' the directors of Renovo and 'Renovo Director'
means any one of them
------------------------------------ -----------------------------------------------------------
'Renovo General Meeting' the general meeting of Renovo to be convened
in connection with the
Acquisition, notice of which will be set
out in the Combined Admission Document/Prospectus,
including any adjournment thereof
------------------------------------ -----------------------------------------------------------
'Renovo Group' Renovo and its subsidiary undertakings and
associated undertakings
------------------------------------ -----------------------------------------------------------
'Renovo Investment the investing policy as defined by Rule 15
Policy' of the AIM Rules for Companies which was
voted on and agreed by Renovo Shareholders
at the general meeting of Renovo held on
18 February 2013
------------------------------------ -----------------------------------------------------------
'Renovo Shareholders' holders of Renovo Shares
------------------------------------ -----------------------------------------------------------
'Renovo Shares' the ordinary shares of 10 pence each in the
capital of Renovo
------------------------------------ -----------------------------------------------------------
'Reduction Court the order of the Court under section 648
Order' of the Companies Act confirming the Capital
Reduction
------------------------------------ -----------------------------------------------------------
'Registrar of Companies' the Registrar of Companies in England and
Wales
------------------------------------ -----------------------------------------------------------
'Remuneration Committee' the remuneration committee of the Enlarged
Group, which will comprise Jamie Brooke,
Roger McDowell and Matt Cooper
------------------------------------ -----------------------------------------------------------
'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 Acquisition is sent or made
available in that jurisdiction (in accordance
with Rule 30.3 of the City Code)
------------------------------------ -----------------------------------------------------------
'Restricted Overseas a holder of Scheme Shares with a registered
Shareholder' address outside the United Kingdom or whom
Renovo reasonably believes to be located
in or a citizen, resident or national of
a jurisdiction outside the United Kingdom
------------------------------------ -----------------------------------------------------------
'Scheme' the proposed scheme of arrangement under
Part 26 of the Companies Act between UFG
and Scheme Shareholders to implement the
Acquisition
------------------------------------ -----------------------------------------------------------
'Scheme Court Hearing' the hearing of the Court to sanction the
Scheme under section 899 of the
Companies Act
------------------------------------ -----------------------------------------------------------
'Scheme Court Order' the order of the Court sanctioning the Scheme
under section 899 of the
Companies Act
------------------------------------ -----------------------------------------------------------
'Scheme Document' the document to be dispatched to UFG Shareholders
including the
particulars required by section 897 of the
Companies Act
------------------------------------ -----------------------------------------------------------
'Scheme Record Time' the time and date specified in the Scheme
Document, expected to be 6.00 p.m. (London
time) on the Business Day immediately prior
to the date of the Reduction Court Hearing
------------------------------------ -----------------------------------------------------------
'Scheme Shareholders' holders of Scheme Shares
------------------------------------ -----------------------------------------------------------
'Scheme Shares' (a) the UFG Shares in issue at the date of
the Scheme Document;
(b) any UFG Shares issued after the date
of the Scheme Document
and prior to the Voting Record Time; and
(c) any UFG Shares issued at or after the
Voting Record Time and prior to 6.00 p.m.
(London time) on the day before the date
on which the Reduction Court Order is made
in respect of which the original or any subsequent
holder thereof is bound by the Scheme, or
shall by such time have agreed in writing
to be bound by the Scheme, in each case,
save for any UFG Shares legally or beneficially
held by any member of the Renovo Group
------------------------------------ -----------------------------------------------------------
'Special Resolution' the special resolution to be proposed by
UFG at the UFG General Meeting in connection
with, amongst other things, the approval
of the Scheme and confirmation of the Capital
Reduction, the amendment of UFG's articles
of association and such other matters as
may be necessary to implement the Scheme
and the delisting of the UFG shares
------------------------------------ -----------------------------------------------------------
'Statement of Capital' the statement of capital (approved by the
Court) showing, with respect to UFG's share
capital as altered by the Reduction Court
Order, the information required by section
649 of the Companies Act
------------------------------------ -----------------------------------------------------------
'Third Party' means a central bank, government or governmental,
quasi-governmental,
supranational, statutory, regulatory, environmental
or investigative body or authority, court,
trade agency, professional association, institution,
employee representative body or any other
body or person whatsoever in any jurisdiction
------------------------------------ -----------------------------------------------------------
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern
Ireland
------------------------------------ -----------------------------------------------------------
'UK Listing Authority' the FCA as the competent authority for listing
in the United Kingdom
------------------------------------ -----------------------------------------------------------
'UFG' Ultimate Finance Group plc, incorporated
in England with registered number 4350565
------------------------------------ -----------------------------------------------------------
'UFG Directors' the directors of UFG and 'UFG Director' means
any one of them
------------------------------------ -----------------------------------------------------------
'UFG General the general meeting of UFG Shareholders to
Meeting' be convened to consider
and if thought fit pass the Special Resolution
------------------------------------ -----------------------------------------------------------
'UFG Group' UFG and its subsidiary undertakings and associated
undertakings
------------------------------------ -----------------------------------------------------------
'UFG Interim Dividend' the dividend of 0.45p per UFG Share paid
to UFG Shareholders on 23 May 2013
------------------------------------ -----------------------------------------------------------
'UFG Share the UFG Group plc Company Share Ownership
Scheme' Plan
------------------------------------ -----------------------------------------------------------
'UFG holders of UFG Shares
Shareholders'
------------------------------------ -----------------------------------------------------------
'UFG Shares' the ordinary shares of 5 pence each in the
capital of UFG
------------------------------------ -----------------------------------------------------------
'US' or 'United States' the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
------------------------------------ -----------------------------------------------------------
'US Exchange Act' the US Securities Exchange Act of 1934 (as
amended from time to time)
------------------------------------ -----------------------------------------------------------
'Voting Record Time' 6.00 p.m. (London time) on the day prior
to the day immediately before the Court Meeting
or any adjournment thereof (as the case may
be)
------------------------------------ -----------------------------------------------------------
'Wider Renovo Group' means Renovo and its subsidiary undertakings,
associated undertakings and any other undertaking
in which Renovo and/or such undertakings
(aggregating their interests) have a direct
or indirect interest in 10 per cent. or more
of the equity share capital (as defined in
the Companies Act)
------------------------------------ -----------------------------------------------------------
'Wider UFG means UFG and its subsidiary undertakings,
Group' associated undertakings and any other undertaking
in which UFG and/or such undertakings (aggregating
their interests) have a direct or indirect
interest in 10 per cent. or more of the equity
share capital (as defined in the Companies
Act)
------------------------------------ -----------------------------------------------------------
'WH Ireland' WH Ireland Limited
------------------------------------ -----------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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