TIDMUFG
RNS Number : 5667N
Ultimate Finance Group PLC
09 September 2013
FOR IMMEDIATE RELEASE
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.
9 September 2013
Renovo Group plc
Recommended Offer for Ultimate Finance Group plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Scheme of Arrangement becomes effective
Ultimate Finance Group plc ("UFG") announces that the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
to effect the recommended acquisition of UFG by Renovo Group plc
("Renovo") has now become effective in accordance with its terms
and that, at a hearing held earlier today, the High Court of
Justice in England and Wales confirmed the reduction of capital in
connection with the Scheme.
UFG has made an application to the London Stock Exchange for the
cancellation of the admission to trading on AIM of, and cessation
of dealings in, UFG Shares, in each case to be effective by no
later than 8.00 a.m. on 10 September2013.
Under the Mix and Match facility, Share Elections in respect of
10,041,311 Scheme Shares and Cash Elections in respect of
44,919,710 Scheme Shares were made by the Scheme Shareholders. In
addition, no elections were received in respect of a further
11,174,489 Scheme Shares. Pursuant to the terms of the Scheme, Cash
Elections will be scaled down on a pro rata basis to approximately
12.43% of the total Cash Elections and Share Elections will be
satisfied in full.
The consideration due to Scheme Shareholders will be despatched
to them by no later than 23 September 2013.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meaning as given to
them in the scheme document containing the Scheme that was sent to
UFG Shareholders on 30 July 2013.
Copies of this announcement will be available on the Company's
website at www.ultimatefinancegroup.co.uk by no later than 12 noon
on 10 September2013.
Enquiries:
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, contains the full terms and conditions
of the Acquisition.
The Combined Admission Document/Prospectus is, subject to
restrictions related to persons in any Restricted Jurisdiction,
available on Renovo's website at www.renovo.com and by UFG on its
website at www.ultimatefinance.co.uk.
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. 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.
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, 5th 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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