24 May 2019 17:20
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
FOR IMMEDIATE RELEASE
24 May 2019
RECOMMENDED CASH OFFER
for
Lighthouse Group plc
by
Intrinsic Financial Services Limited,
a wholly-owned indirect subsidiary of Quilter plc
SATISFACTION OF FCA CONDITION
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"). On 10 May 2019, Lighthouse announced that the Scheme was approved by 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.
Lighthouse and Intrinsic are pleased to announce that the FCA has given notice in writing that it has determined to approve the Acquisition. The Condition related to such approval has therefore been satisfied.
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.
The Court Hearing has been scheduled to be heard on 10 June 2019. An updated Expected Timetable of Principal Events is set out below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for implementation of the Scheme.
Event | Time and/or date1 |
Court Hearing | 10 June 2019 |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Lighthouse Shares | 11 June 2019 |
Scheme Record Time | 6.00 pm on 11 June 2019 |
Suspension of dealings in Lighthouse Shares | 7.30 am on 12 June 2019 |
Effective Date | 12 June 2019 |
Cancellation of admission to trading of Lighthouse Shares | 7.00 am on 13 June 2019 |
Settlement of the consideration payable under the Acquisition | By no later than 26 June 2019 |
Long-Stop Date | 30 September 20192 |
1. These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Court sanctions the Scheme; and (ii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Lighthouse will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to Lighthouse Shareholders and other persons with information rights and, for information only, to holders of options under the Lighthouse LTIP.
2. This is the last date on which the Scheme may become Effective unless Intrinsic and Lighthouse, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.
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 | |
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 |
finnCap Limited (Nominated Adviser and Broker to Lighthouse) | |
Julian Blunt /Hannah Boros | Tel: +44 (0) 207 220 0500 |
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.