30 Mar 2020 16:05
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
30 March 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor Limited and the ii Group)
Court Meeting and General Meeting Update
As announced on 23 March 2020, in light of the evolving Coronavirus (COVID-19) situation, the Board has been monitoring closely how matters are developing. The position is changing rapidly. The health of our shareholders, employees and stakeholders remains extremely important to us and accordingly, the Board has taken into consideration the compulsory 'Stay at Home' measures that have been published by the UK Government (https://www.gov.uk/government/publications/full-guidance-on-staying-at-home-and-away-from-others).
These measures provide that public gatherings of more than two people are currently not permitted. Regrettably therefore, Shareholders must not attend the Court Meeting or the General Meeting being held on 8 April 2020 (the "Meetings") in person and anyone seeking to attend the Meetings will be refused entry. Our advisers and other guests have also been asked not to attend.
The Meetings will be convened with the minimum necessary quorum of two Shareholders (which will be facilitated by the Company). All valid proxy votes (whether submitted electronically or in hard copy form) will be included in the polls to be taken at the Meetings. Shareholders are requested to therefore submit their votes in respect of the business to be discussed, electronically or by post in advance, in accordance with the instructions set out in the circular published and posted on 13 March 2020 to Shareholders (the "Scheme Document").
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. Forms of Proxy can be submitted electronically (even outside CREST) using an investor code which can be found on your share certificate or by calling the Link Asset Services helpline on 0371 664 0321.
Votes should be submitted via proxy as early as possible and Shareholders should appoint the Chair of the Meetings as their proxy. If a Shareholder appoints someone else as their proxy, that proxy will not be able to attend the Meetings in person or cast the Shareholder's vote.
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.
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.
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.