23 Feb 2018 09:58
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OR REGULATIONS OF SUCH JURISDICTION
For immediate release
23 February 2018
RECOMMENDED CASH ACQUISITION
of
LOMBARD RISK MANAGEMENT PLC
by
VERMEG GROUP N.V.
implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
The Boards of directors of Lombard Risk Management plc ("Lombard Risk") and Vermeg Group N.V. ("Vermeg") are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash acquisition by Vermeg of the entire issued and to be issued ordinary share capital of Lombard Risk, has now become Effective in accordance with its terms as set out in the scheme document sent or made available to Ordinary Shareholders on 23 January 2018 (the "Scheme Document") and Lombard Risk is now a wholly owned subsidiary of Vermeg. This follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 22 February 2018.
Scheme Shareholders on Lombard Risk's register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 22 February 2018, will receive the Offer Price of 13 pence in cash for each Scheme Share held. The despatch of cheques and the crediting of CREST accounts with the cash consideration will occur within fourteen days of today, being the Effective Date. Any amounts payable to Scheme Shareholders which include fractions of a penny will be rounded down to the nearest whole penny and such fractional entitlements will be disregarded.
Cancellation of trading of Ordinary Shares on AIM
Trading in the Ordinary Shares on the London Stock Exchange's AIM market was suspended with effect from 7.30 a.m. (London time) today. An application has been made to the London Stock Exchange for the cancellation of the admission of the Ordinary Shares to trading on AIM, with such cancellation expected to take effect at 7.00 a.m. (London time) on 27 February 2018.
As a result of the Scheme having become Effective, share certificates in respect of the Ordinary Shares have ceased to be valid documents of title and entitlements to Ordinary Shares held in uncertificated form in CREST are being cancelled.
Definitions
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
Enquiries:
| |
Lombard Risk Management plc Alastair Brown, Chief Executive Officer Nigel Gurney, Chief Financial Officer
| Tel: +44 (0) 207 593 6700 |
Quayle Munro Limited (Lead Financial Adviser and Rule 3 Adviser to Lombard Risk) Mark Fisher Tim Shortland Paul Tracey
|
Tel: +44 (0) 207 907 4200 |
WG Partners LLP (Financial Adviser and Joint Broker to Lombard Risk) David Wilson Claes Spång Chris Lee
| Tel: +44 (0) 203 705 9330 |
finnCap Limited (Nominated Adviser and Joint Broker to Lombard Risk) Stuart Andrews Carl Holmes Scott Mathieson
| Tel: +44 (0) 207 220 0500 |
Newgate Communications Limited (PR Adviser to Lombard Risk) Bob Huxford Charlotte Coulson James Ash
| Tel: +44 (0) 207 653 9850 |
Vermeg Group N.V. Badreddine Ouali, Chairman Pascal Leroy, Chief Executive Officer
| via Hudson Sandler on Tel: +44 (0) 207 796 4133 |
Strand Hanson Limited (Financial Adviser to Vermeg) Stuart Faulkner Matthew Chandler James Dance
| Tel: +44 (0) 207 409 3494
|
Eurohold, S.L. (Strategic Adviser to Vermeg) Bernard Demode Sonja Fell
Hudson Sandler LLP (PR Adviser to Vermeg) Daniel de Belder Nick Lyon Bertie Berger | Tel: +33 (0) 1 78 42 36 26
Tel: +44 (0) 207 796 4133
|
Disclaimers
Quayle Munro, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser and Rule 3 adviser to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.
WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and joint broker to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.
finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser and joint broker to Lombard Risk and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.
Strand Hanson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.
Eurohold is acting exclusively as strategic adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.
Publication on a website and availability of hard copies
A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lombard Risk's website at https://www.lombardrisk.com/investor-centre-2/, by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content of such website is not incorporated into and does not form part of this announcement.
Ordinary Shareholders may request a hard copy of this announcement by contacting Computershare on +44 (0) 370 707 1125 between 8.30 a.m. to 5.30 p.m., Monday to Friday or by submitting a request in writing to Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Ordinary Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.
Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested.
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