10 May 2019 11:20
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
10 May 2019
RECOMMENDED CASH OFFER
for
Lighthouse Group plc
by
Intrinsic Financial Services Limited,
a wholly-owned indirect subsidiary of Quilter plc
RESULTS OF SHAREHOLDER MEETINGS
Lighthouse Group plc ("Lighthouse" or the "Company") is pleased to announce that at the Court Meeting and the General Meeting of Lighthouse Shareholders held earlier today in connection with the recommended cash offer for the entire issued and to be issued ordinary share capital of Lighthouse by Intrinsic Financial Services Limited ("Intrinsic"), a wholly-owned indirect subsidiary of Quilter plc (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Lighthouse Shareholders dated 15 April 2019 (the "Scheme Document"), copies of which are available at www.quilter.com/lighthousegroupoffer and www.lighthousegroup.plc.uk/investor-relations/.
At the Court Meeting, a majority in number of Lighthouse Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent. by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolution to provide for the implementation of the Scheme was also passed by the requisite majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
Results of the Court Meeting | Number of Lighthouse Scheme Shares voted | % of Lighthouse Scheme Shares voted | Number of Lighthouse Scheme Shareholders who voted | % of Lighthouse Scheme Shareholders who voted | Number of Lighthouse Scheme Shares voted as a percentage of issued ordinary share capital entitled to vote on the Scheme |
FOR | 88,848,496 | 92.38 | 67 | 85.90 | 69.58 |
AGAINST | 7,329,801 | 7.62 | 11 | 14.10 | 5.74 |
TOTAL | 96,178,297 | 100 | 78 | 100 | 75.32 |
GENERAL MEETING
The voting on the special resolution to provide for the implementation of the Scheme and the amendment to the Company's articles of association was taken on a poll and the results were as follows:
Number of votes: For: 88,919,184 (92.39%); Against: 7,323,497 (7.61%).
Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanction of the Scheme and FCA approval.
Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
Enquiries:
Intrinsic/Quilter |
|
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) | |
Ed Squire / Rajesh Iyer | Tel: +44 (0) 207 742 4000 |
Kirshlen Moodley / Henry Capper |
|
| |
Lighthouse |
|
Richard Last (Chairman) | Tel: +44 (0) 207 065 5640 |
Malcolm Streatfield (Chief Executive Officer) |
|
Peter Smith (Finance Director) |
|
| |
Investec Bank plc (financial adviser to Lighthouse) |
|
Andrew Pinder / William Godfrey / David Bickerstaffe | Tel: +44 (0) 207 597 5970 |
IFC Advisory Limited (public relations adviser to Lighthouse) Graham Herring / Heather Armstrong / Florence Chandler | Tel: +44 (0) 203 934 6630 |
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.
Publication on websites and availability of hard copies
This announcement is available free of charge on Quilter's website at www.quilter.com/lighthousegroupoffer and on Lighthouse's website at www.lighthousegroup.plc.uk/investor-relations/.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.