12 Jun 2019 09:56
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 June 2019
COMPLETION OF ACQUISITION BY INTRINSIC FINANCIAL SERVICES LIMITED
On 3 April 2019, the boards of Quilter plc, Intrinsic Financial Services Limited ("Intrinsic") and Lighthouse Group plc ("Lighthouse") announced that they had reached an agreement on the terms of a recommended cash offer to be made by Intrinsic for Lighthouse pursuant to which Intrinsic would acquire the entire issued and to be issued ordinary share capital of Lighthouse (the "Acquisition"). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Lighthouse and Intrinsic are pleased to announce that the Scheme has now become effective in accordance with its terms and that the entire issued ordinary share capital of Lighthouse is owned by Intrinsic.
Lighthouse Scheme Shareholders on the register at the Scheme Record Time, being 6.00 pm on 11 June 2019, will receive 33 pence in cash for each Lighthouse Scheme Share. The latest date for settlement of the cash consideration payable under Acquisition is 26 June 2019.
Dealings in Lighthouse Shares on AIM were suspended with effect from 7:30 a.m. on 12 June 2019. The cancellation of admission to trading of Lighthouse Shares on AIM is expected to take effect at 7:00 am on 13 June 2019.
As a result of the Scheme having become effective, share certificates in respect of Lighthouse Shares have ceased to be valid documents of title and entitlements to Lighthouse Shares held in uncertificated form in CREST are being cancelled.
Additionally, Richard Last has resigned from his position as Non-Executive Chairman and Director of Lighthouse and Alexander John Scott-Barrett, Michelle Ann Cracknell and Ann Lindsay Roughead have resigned as Non-Executive Directors of Lighthouse, effective immediately.
Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Lighthouse Shareholders on 15 April 2019.
Enquiries:
Intrinsic/Quilter |
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Kathleen Gallagher (Corporate Communications Manager) | Tel: +44 (0) 799 000 4932 |
John-Paul Crutchley (Head of Investor Relations) | Tel: +44 (0) 207 002 7016 |
J.P. Morgan Cazenove (financial adviser to Intrinsic and Quilter) | Tel: +44 (0) 207 742 4000 |
Ed Squire / Rajesh Iyer |
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Kirshlen Moodley / Henry Capper |
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Lighthouse | Tel: +44 (0) 207 065 5640 |
Malcolm Streatfield (Chief Executive Officer) |
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Peter Smith (Finance Director) |
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Investec Bank plc (financial adviser to Lighthouse) | Tel: +44 (0) 207 597 5970 |
Andrew Pinder / William Godfrey / David Bickerstaffe |
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IMPORTANT NOTICES
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Intrinsic and Quilter and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Intrinsic and Quilter for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.
Investec Bank plc ("Investec"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA and is acting exclusively for Lighthouse and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Lighthouse for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein.