1 Sep 2023 07:00
FOR IMMEDIATE RELEASE
1 September 2023
finnCap Group plc ("finnCap" or the "Company")
BOARD CHANGES TO TAKE PLACE FOLLOWING SCHEME BECOMING EFFECTIVE AND COMPANY NAME CHANGEADMISSION OF NEW ORDINARY SHARES
On 23 March 2023, the board of finnCap Group plc ("finnCap" or the "Company") and the board of Cenkos Securities plc ("Cenkos") announced that they had reached agreement on the terms and conditions of a recommended all-share merger between Cenkos and finnCap (the "Merger"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Further to the scheme document published by Cenkos (the "Scheme Document") and the circular published by the Company (the "finnCap Circular"), which were both published on 20 April 2023 in connection with the Scheme, the Company Board are pleased to confirm, subject in each case to the Effective Date occurring, the membership of the Combined Group Board and announce a proposed company name change.
Unless otherwise defined, all capitalised terms in this announcement shall have the meanings given to them in the Scheme Document.
Board Changes
As previously announced in the Scheme Document and finnCap Circular, the Combined Group will be led by the existing CEOs of Cenkos and finnCap, John Farrugia and Julian Morse as co-CEOs, with Lisa Gordon becoming Chair of the Combined Group Board and Robert Lister becoming Senior Independent Non-executive Director. The remainder of the Combined Group Board will comprise Ben Procter (CFO), Richard Snow (COO), Annette Andrews and Jeremy Miller.
Consequently, the finnCap Board has resolved to appoint, with effect from and conditional upon the Effective Date occurring, Lisa Gordon, Julian Morse, Ben Procter and Jeremy Miller as directors of the Company. Further information on the new directors can be found below.
Further, with effect from and conditional upon the Effective Date occurring, Andy Hogarth, Geoff Nash and Barbara Anne Firth will resign from the finnCap Board.
The finnCap Board would like to thank Barbara, Andy and Geoff for the significant contribution that they have each made during their time on the Board.
Name Change
Following the Effective Date finnCap intends to apply to Companies House to change the Company's name to Cavendish Financial plc (the "Name Change"). Following the Name Change becoming effective, the Combined Group will be known as Cavendish and the Company will adopt "CAV" as a new stock ticker. A further announcement will be made when the name change becomes effective; until such time, trading will continue under the "FCAP" stock ticker.
Admission of New Ordinary Shares
Pursuant to the Merger, application has been made for up to 181,094,843 New finnCap Shares of 1 penny each ("Ordinary Shares") to be admitted to trading on AIM and it is expected that the New finnCap Shares will be admitted to trading on 8 September 2023.
For information, please contact:
finnCap John Farrugia, Chief Executive Officer Richard Snow, Chief Financial Officer Henrik Persson, Strategic PLC Advisory
| Tel: +44 (0)20 7220 0500 investor.relations@finncap.com |
Grant Thornton (Nominated Adviser to finnCap) Philip Secrett/Samantha Harrison/Samuel Littler
| Tel: +44 (0)20 7383 5100 |
Oberon Capital (Joint Broker to finnCap) Mike Seabrook
| Tel: +44 (0)20 3179 5344 |
finnCap Ltd (Joint Broker to finnCap) Tim Redfern
| Tel: +44 (0)20 7220 0500 |
Hudson Sandler (PR Adviser to finnCap) Dan de Belder Rebekah Chapman
| Tel: +44 (0)7977 927142 Tel: +44 (0)7702 596674 |
|
Other
All references to times in this announcement are to London time, unless otherwise stated.
Disclosure requirements of the AIM Rules for Companies
The following information is disclosed pursuant to Rule 17 and paragraph (g) of Schedule 2 of the AIM Rules for Companies.
Lisa Gordon
Lisa Jane Gordon (aged 57) is, or has been, a director or partner of the following companies during the previous five years:
Current Directorships / Partnerships | Previous Directorships / Partnerships from the last 5 years |
Alpha Group International Plc Cenkos Securities plc JPMorgan Mid Cap Investment Trust plc Magic Light Pictures Limited
|
Albert Technologies Ltd BBO Recruitment Limited Carno Capital Limited M&C Saatchi plc
|
As at 1 September 2023, Lisa Gordon held no interest in the capital of the Company. However, as a result of the receipt by her of new finnCap ordinary shares in exchange for her existing holding in Cenkos as a consequence of the Merger, she is expected to hold beneficially 319,420 ordinary shares of £0.01 each in the capital of the Combined Group, representing 0.09%.
Julian Morse
Julian Jonathan Morse (aged 52) is, or has been, a director or partner of the following companies during the previous five years:
Current Directorships / Partnerships | Previous Directorships / Partnerships from the last 5 years |
Cenkos Securities plc |
None |
As at 1 September 2023, Julian Morse held no interest in the capital of the Company. However, as a result of the receipt by him of new finnCap ordinary shares in exchange for his existing holding in Cenkos as a consequence of the Merger, he is expected to hold beneficially 4,479,043 ordinary shares of £0.01 each in the capital of the Combined Group, representing 1.24%.
Jeremy Miller
Jeremy Ronald St John Miller (aged 64) is, or has been, a director or partner of the following companies during the previous five years:
Current Directorships / Partnerships | Previous Directorships / Partnerships from the last 5 years |
Cenkos Securities plc CPPGroup plc Inside Track 1 llp Inside Track 2 llp This Land Limited |
Bio-Bean Limited
|
As at 1 September 2023, Jeremy Miller held no interest in the capital of the Company. However, as a result of the receipt by him of new finnCap ordinary shares in exchange for his existing holding in Cenkos as a consequence of the Merger, he is expected to hold beneficially 175,681 ordinary shares of £0.01 each in the capital of the Combined Group, representing 0.05%.
Ben Procter
Ben Procter (aged 52) is, or has been, a director or partner of the following companies during the previous five years:
Current Directorships / Partnerships | Previous Directorships / Partnerships from the last 5 years |
|
|
Cenkos Securities plc | None |
As at 1 September 2023, Ben Procter held no interest in the capital of the Company. He will hold no interest in the capital of the Combined Group as a consequence of the Merger.
Save as disclosed above, there is no further information required to be disclosed in respect of Lisa Gordon, Julian Morse, Jeremy Miller, or Ben Procter pursuant to Schedule 2, paragraph (g) of the AIM Rules for Companies.