12 Jun 2020 15:43
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
12 June 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor and the ii Group)
NOTICE OF COURT HEARING AND UPDATED SCHEME TIMETABLE
Further to Share plc's announcement on 11 June 2020, the boards of Share plc and ii are pleased to announce that the Court Hearing has now been scheduled to be heard on 30 June 2020.
The updated expected timetable of principal events is as follows:
Event | Time and/or date |
Court Hearing | 30 June 2020 |
Last day of dealings in, and for the registration of transfers of, Share plc Shares | 30 June 2020 |
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Share plc Shares | 30 June 2020 |
Scheme Record Time | 6.00 p.m. on 30 June 2020 |
Dealings in Share plc Shares suspended | 7.30 a.m. on 1 July 2020 |
Last time for Nominee Shareholders to notify Registrar of Underlying Holders | Noon on 1 July 2020 |
Effective Date of the Scheme | 3 July 20201 |
Cancellation of admission to trading on AIM of Share plc Shares | 7.00 a.m. on 6 July 2020 |
Latest date for (i) dispatch of cheques or settlement through CREST in respect of the cash element of the Offer Consideration; (ii) dispatch of share certificates in respect of New ii Shares; and (iii) payment of Share plc Share Schemes Offer Consideration | By no later than 17 July 2020 |
Long Stop Date | 30 September 20202 |
1 The Scheme will become Effective pursuant to its terms upon the Court Order being delivered to the Registrar of Companies.
2 This is the latest date by which the Scheme may become Effective. However the Long Stop Date may be extended to such later date as ii and Share plc may, with the consent of the Panel, agree and, if required, the Court may allow.
The above dates and times associated with the Scheme may be subject to further change and will depend, among other things, upon the date upon which: (i) the Conditions to the Scheme are satisfied or waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Share plc will give adequate notice of any further updates or changes these dates and times, when known, by issuing a further announcement through a Regulatory Information Service. All times shown in this announcement are London times, unless otherwise stated.
General
Terms used but not defined in this announcement shall have the meaning given to them in the Scheme Document.
Enquiries:
ii/Interactive Investor
Richard Wilson Tel: +44 (0) 207 930 0777
Barry Bicknell
Rothschild & Co (Financial Adviser to ii)
Stephen Fox Tel: +44 (0) 20 7280 5000
Toby Ross
Peter Brierley
TB Cardew (PR Adviser to ii)
Tom Allison Tel: +44 (0) 20 7930 0777
Shan Shan Willenbrock
Share plc
Gavin Oldham OBE, 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 (Financial Public Relations Adviser to Share plc)
Katie Tzouliadis Tel: +44 (0) 20 3178 6378
Dan Mahoney
Important notices
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to ii and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than ii for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Offer or otherwise.
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 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, 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 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, any statement contained herein, the Offer or otherwise.
Further information
This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Share plc in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.
Publication of this Announcement
A copy of this announcement will be 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 Interactive Investor's website and Share plc's website are not incorporated into and do not form part of this announcement.
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.