8 Apr 2020 13:00
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
8 April 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor Limited and the ii Group)
RESULTS OF THE COURT MEETING AND GENERAL MEETING
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").
The boards of ii and Share plc are pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the Offer:
- the requisite majorities of Share plc Shareholders voted to approve the Scheme at the Court Meeting; and
- the requisite majority of Share plc Shareholders voted to pass the Special Resolution proposed at the General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts 12 and 13 (respectively) of the scheme document relating to the Offer published and posted to Share plc Shareholders on 13 March 2020 (the "Scheme Document").
The total number of Share plc Shares in issue at the Scheme Voting Record Time was 143,652,334 ordinary shares of 0.5 pence each. As at the Scheme Voting Record Time, Share plc did not hold any Share plc Shares in treasury and no shares were held or beneficially owned by ii, its nominees or any other members of the ii Group. Therefore, the total voting rights in Share plc as at the Scheme Voting Record Time were 143,652,334.
A summary of the voting results in relation to the Court Meeting and the General Meeting is set out below.
Voting Results of the Court Meeting
At the Court Meeting convened in accordance with an order of the Court dated 11 March 2020, a majority in number of the Share plc Shareholders who voted (either in person or by proxy) and who together represented 80.60 per cent. in value of the Share plc Shares held by those Share plc Shareholders, voted by way of poll in favour of the resolution to approve the Scheme. Each Share plc Shareholder, present in person or by proxy, was entitled to one vote for each Share plc Share held at the Scheme Voting Record Time.
Accordingly, the resolution to approve the Scheme was duly passed. Details of the votes cast by Scheme Shareholders were as follows:
No. of Scheme Shares voted | % of Scheme Shares voted | No. of Scheme Shareholders who voted | % of Scheme Shareholders who voted | % of Scheme Shares voted as a % of all Scheme Shares in issue | |
FOR
| 115,778,208 | 99.47 | 54 | 87.10 | 80.60 |
AGAINST
| 618,882 | 0.53 | 8 | 12.90 | 0.43 |
TOTAL
| 116,397,090 | 100 | 62 | 100 | 81.03 |
Voting Results of the General Meeting
At the General Meeting, the Special Resolution needed to give effect to the Scheme and to approve associated amendments to the Articles was duly passed, on a poll, by the requisite majority of Share plc Shareholders. Each Share plc Shareholder, present in person or by proxy, was entitled to one vote for each Share plc Share held at the Scheme Voting Record Time.
Details of the votes cast by Share plc Shareholders were as follows:
FOR | AGAINST | TOTAL | WITHELD*
| |||
No. of Share plc Shares voted | % of Share plc Shares voted | No. of Share plc Shares voted | % of Share plc Shares voted | No. of Share plc Shares voted | No. of Share plc Shares | |
Special Resolution
| 115,959,473 | 99.47 | 619,085 | 0.53 | 116,578,558 | 49 |
* A vote withheld is not a vote in law and was not counted in the calculation of the proportion of the votes cast either "For" or "Against" the Special Resolution.
Certain figures included in the tables above have been subjected to rounding adjustments. Accordingly, figures shown and presented in different columns may vary slightly from the full arithmetic aggregation of those figures.
Effective Date and Timetable
The outcome of today's Court Meeting and General Meeting means that Conditions 1(a), 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have now been satisfied. The Scheme remains subject to sanction by the Court at the Court Hearing, the delivery of a copy of the Court Order to the Registrar of Companies and the satisfaction (or, where applicable, waiver) of the other Conditions to and terms of the Scheme and the Offer (set out in Parts A and B of Part 4 of the Scheme Document), including (but not limited to) the FCA approving the change of control of The Share Centre Limited which would take place as a result of the Offer. Share plc will give adequate notice of the date and time of the Court Hearing, once known, by issuing a further announcement through a Regulatory Information Service. The Court Hearing is still expected to be held in the third quarter of 2020.
It is intended that, following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel the admission to trading of Share plc Shares on AIM.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 9 and 10 of the Scheme Document. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service and made available on the Share plc website.
General
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document, a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the Share plc website at https://www.share.com/share-plc.
All references to times in this announcement are to London times unless otherwise stated.
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 Mobile: +44 (0) 778 999 8020
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
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 the Scheme Document 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 or the Scheme Document, 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 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 and the Scheme Document 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.