23 Mar 2020 16:53
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 March 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor Limited and the ii Group)
Change of venue of Court Meeting and General Meeting
Introduction
On 17 February 2020, the boards of ii and Share plc announced that they had reached agreement on the terms of a recommended share and cash offer by ii for the entire issued and to be issued share capital of Share plc (the "Offer"). The Offer is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 13 March 2020 it was announced that the circular in relation to the Scheme (the "Scheme Document") setting out, amongst other things, notices convening the Court Meeting and the General Meeting, together with the related Forms of Proxy, were being published and posted on that date to Share plc Shareholders.
Change of venue of Court Meeting and General Meeting
In light of public health advice in response to the ongoing COVID-19 pandemic, the board of directors of Share plc (the "Board") has decided to take certain precautionary measures to safeguard its shareholders' and employees' health and make the Court Meeting and the General Meeting convened for 8 April 2020 (the "Meetings") as safe and efficient as possible.
As a result, the Board has determined that it is no longer practical to hold the Meetings at the venue previously notified. The Meetings will still proceed on the notified date of 8 April 2020, but pursuant to the Company's articles of association, the Board has determined that they will instead be held at the Group's office at Oxford House, Oxford Road, Aylesbury, HP21 8SZ.
The start time of the Court Meeting will be postponed to 11.30am, with the General Meeting starting at 11.45am (or as soon thereafter as the Court Meeting shall have been concluded or adjourned). In order to reduce the risk of infection, the Meetings will end immediately following the business required to be conducted and there will be no refreshments. All other details relating to the Meetings and the Scheme remain unchanged from those notified in the announcement made on 13 March 2020 and as contained in the Scheme Document.
Furthermore, the evolving COVID-19 situation and the related guidelines from governmental authorities will clearly impact the ability of Share plc Shareholders to attend the Meetings. Whilst, in normal circumstances, the Board values very highly the opportunity to meet Share plc Shareholders in person at its shareholder meetings, recent Government advice is for people to avoid both mass gatherings and all non-essential travel and social contact. Furthermore, whilst the Government's advice is currently advisory, some or all of its recommendations could become mandatory at any time. On this basis, the Board feels that it is appropriate to advise Share plc Shareholders against attending the Meetings in person and, instead, to submit proxy votes.
The Company will be providing webcast facilities to enable Share plc Shareholders to follow proceedings of the Meetings and to ask questions of the Board remotely. Access details will be provided at (www.share.com/share-plc) nearer the date of the Meetings. All Share plc Shareholders are strongly advised to use these webcast facilities where possible (and to dial in to the Meetings in good time prior to the start time), rather than travelling to participate in the Meetings in person.
It will not be possible for Share plc Shareholders to vote through the webcast link at the Meetings. Therefore, Share plc Shareholders are strongly encouraged to vote by proxy, as referred to below.
Appointment of Proxies and recommendation concerning electronic voting
It is important that for the Court Meeting as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Share plc Shareholder opinion.
In light of the Board's strong advice not to attend the Meetings in person, Share plc Shareholders are very strongly urged to complete, sign and return both of their Forms of Proxy to appoint the Chairman as their proxy in accordance with the instructions printed on them, or (as applicable) to appoint a proxy through CREST, as soon as possible.
Share plc Shareholders are reminded that Forms of Proxy can be submitted electronically (even outside CREST) at www.signalshares.com using an investor code which can be found on their share certificate or by calling the Link Asset Services helpline referred to below on 0371 664 0321.
Dealing with paper proxies requires physical interaction such as post sorting and delivery, evaluation and manual input. Given the current situation, any task that requires a physical presence may be subject to disruption and sending a paper proxy is no guarantee of having your vote counted.
The Board therefore strongly recommends voting electronically at www.signalshares.com as your vote will automatically be counted.
Shareholder helpline
If Share plc Shareholders have any questions relating to the completion and return of the Forms of Proxy, please contact Share plc's Registrar, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice or any advice on the merits of the Scheme or the Offer and calls may be recorded and maintained for security and training purposes.
Recommendation
The Share plc Directors, who have been so advised by Stephens as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Share plc Directors, Stephens has taken into account the commercial assessments of the Share plc Directors. Stephens is providing independent financial advice to the Share plc Directors for the purposes of Rule 3.1 of the Takeover Code.
Accordingly, the Share plc Directors recommend unanimously that Share plc Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the Share plc Directors who hold Scheme Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate 56,093,203 Share plc Shares, representing, in aggregate, approximately 39.0 per cent. of the issued ordinary share capital of Share plc as at 20 March 2020 (being the latest practicable date prior to the publication of the Scheme Document).
Together with the irrevocable undertakings received from the Share plc Directors who hold Scheme Shares referred to above, ii has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution in respect of a total of 100,851,118 Share plc Shares, representing, in aggregate, approximately 70.2 per cent. of the issued ordinary share capital of Share plc as at 20 March 2020 (being the last Business Day before the date of this Announcement)
General
The COVID-19 pandemic is complex, fast moving and, at times, unpredictable. Share plc is continuously monitoring the situation and will continue to update Shareholders on any revised measures required to be put in place in relation to the Meetings and on material corporate and business developments in the usual way, via a Regulatory Information Service.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.
Enquiries:
Share plc
Gavin Oldham, Executive Chairman Tel: +44 (0) 1296 414141
Richard Stone, Chief Executive
Mike Birkett, Finance Director
Stephens (Financial Adviser to Share plc)
Hugh Elwes Tel: +44 (0) 20 3757 9900
Jake Delaney
Cenkos Securities plc (Nominated Adviser and broker to Share plc)
Mark Connelly Tel: +44 (0) 20 7397 8900
Katy Birkin
KTZ Communications (Share plc Financial Public Relations)
Katie Tzouliadis Tel: +44 (0) 20 3178 6378
Dan Mahoney
Important notices
Stephens Europe Limited ("Stephens"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Share plc and no one else in connection with the matters described in this announcement and the Scheme Document and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Stephens nor for providing advice in connection with any matter referred to herein. Neither Stephens nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stephens in connection with this announcement or the Scheme Document, any statement contained herein, the Offer or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to Share plc and no one else in connection with the matters described in this announcement and the Scheme Document and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Cenkos nor for providing advice in connection with any matter referred to herein. Neither Cenkos nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cenkos in connection with this announcement or the Scheme Document any statement contained herein, the Offer or otherwise.
Publication of this announcement
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ii.co.uk/share and https://www.share.com/share-plc.
The contents of ii's website and Share plc's website are not incorporated into and do not form part of this announcement.
Request for a hard copy
Share plc shareholders may request a hard copy of this announcement and the Scheme Document (and any information incorporated by reference in the Scheme Document) by contacting Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire, HP21 8SZ or by telephoning 01296 414141 or by emailing agm@share.co.uk. Share plc Shareholders may also request that all future documents, announcements and information in relation to the Offer be sent in hard copy form.
Important Information
If Share plc Shareholders are in any doubt about the Offer, the contents of this announcement, the Scheme Document or the action they should take, they are recommended to seek their own independent financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.