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RNS Number : 2396A
Harwood Wealth Management Group PLC
20 January 2020
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 OF
SUCH JURISDICTION
20 January 2020
RECOMMED CASH ACQUISITION
of
Harwood Wealth Management Group PLC ("Harwood")
by
Hurst Point Topco Limited ("Bidco")
a newly formed company indirectly controlled by funds managed by
Carlyle
PUBLICATION AND POSTING OF THE SCHEME DOCUMENT
On 23 December 2019, the boards of Harwood and Bidco announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which Bidco shall acquire the entire issued
share capital of Harwood (the "Acquisition"). The Acquisition is to
be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Publication and posting of the Scheme Document
Harwood and Bidco are pleased to announce that the circular in
relation to the Scheme (the "Scheme Document") setting out, amongst
other things, a letter from the Chairman of Harwood, details of the
Acquisition, the full terms and conditions of the Scheme, an
expected timetable of principal events and notices convening the
Court Meeting and the General Meeting, together with the related
Forms of Proxy and a Form of Election, are being published and
posted today to Harwood Shareholders. Harwood Shareholders will
receive the Scheme Document in accordance with the notice
provisions in the Harwood Articles and any notice elections they
may have given.
Action required
As further detailed in the Scheme Document, in order to become
effective the Scheme requires, amongst other things, approval by a
majority in number of the Scheme Shareholders present and voting,
either in person or by proxy, at the Court Meeting, or any
adjournment of that meeting, representing not less than 75 per
cent. in value of the Harwood Shares voted by those Harwood
Shareholders and the passing of the related resolution at the
General Meeting. The Scheme is also subject to the satisfaction or
(if applicable) waiver of the Regulatory Condition and the other
Conditions and the further terms set out in the Scheme Document.
The Scheme must also be sanctioned by the Court.
The Court Meeting is scheduled to be held at 10.00 a.m. on 12
February 2020 and the General Meeting is scheduled to be held at
10.15 a.m. (or as soon thereafter as the Court Meeting shall have
been concluded or adjourned) on 12 February 2020, in each case at
the offices of Blake Morgan LLP, 6 New St Square, Holborn, London
EC4A 3DJ.
The Harwood Directors, who have been so advised by Evercore and
N+1 Singer as to the financial terms of the Cash Offer, consider
the Cash Offer to be fair and reasonable. In providing their advice
to the Harwood Directors, Evercore and N+1 Singer have each taken
into account the commercial assessments of the Harwood Directors.
Evercore and N+1 Singer are each providing independent financial
advice to the Harwood Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Harwood Directors recommend unanimously that
Harwood Shareholders vote in favour of the Scheme at the Court
Meeting and the resolution to be proposed at the General Meeting,
as those Harwood Directors (and their connected persons) who hold
Harwood Shares have each irrevocably undertaken to do in respect of
their own beneficial holdings of 41,792,095 Harwood Shares,
representing, in aggregate, approximately 66.8 per cent. of the
share capital of Harwood in issue on 17 January 2020 (being the
latest practicable date prior to the publication of the Scheme
Document).
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 Harwood Shareholder opinion. Harwood
Shareholders are therefore strongly urged to complete, sign and
return both of their Forms of Proxy in accordance with the
instructions printed on them, or (as applicable) to appoint a proxy
through CREST, as soon as possible.
Harwood Shareholders should note that if there is insufficient
Scheme Shareholder support for the Scheme at the Court Meeting, the
Scheme will not become Effective.
Harwood Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Harwood Trading Update
The Harwood Directors expect Harwood to report total revenue of
GBP33.6m for the year ended 31 October 2019, a modest increase
relative to the total revenue of GBP32.7m reported for the year
ended 31 October 2018, and adjusted EBITDA which is broadly in line
with management's expectations.
Since 1 November 2019, Harwood has continued to trade broadly in
line with the same period of the 2019 financial year, having
completed the acquisition of the trade and assets of CIC Financial
Solutions Limited on 25 September 2019 and the acquisition of the
trade and assets of Andrew Routley Pensions Limited on 19 December
2019. Harwood continues to have a healthy pipeline of acquisition
opportunities at various stages in the process, with heads of terms
signed in relation to a further four potential acquisitions.
Shareholder helpline
If Harwood Shareholders have any questions relating to this
announcement, the Scheme Document or the completion and return of
the Forms of Proxy or the Form of Election, please call Harwood's
registrar, Computershare on 0370 707 1836 if calling from the UK,
or +44 (0)370 707 1836 if calling from outside the UK. Lines are
open between 8.30 a.m. - 5.30 p.m. Monday to Friday excluding
public holidays in England and Wales. Please note that
Computershare cannot provide legal, tax or financial advice or any
advice on the merits of the Scheme or the Acquisition.
Expected timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out below. Subject
to approval at the relevant Harwood Meetings, receipt of the Court
sanction and the satisfaction or waiver of the other Conditions set
out in the Scheme Document, the Scheme is expected to become
Effective in the second quarter of 2020.
It is intended that, following the Scheme becoming Effective,
the London Stock Exchange will be requested to cancel trading of
Harwood Shares on AIM.
The dates and times given are indicative only and are based on
Harwood's and Bidco's current expectations and may be subject to
change (including as a result of changes to Court times and the
regulatory timetable). If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Harwood Shareholders by announcement through a
Regulatory Information Service.
Event Time and/or date(1)
Publication of the Scheme Document 20 January 2020
Latest time for lodging BLUE Forms 10.00 a.m. on 10 February
of Proxy for the Court Meeting 2020(2)
Latest time for lodging YELLOW 10.15 a.m. on 10 February
Forms of Proxy for the General 2020(3)
Meeting
Voting Record Time 7.00 p.m. on 10 February 2020(4)
Court Meeting 10.00 a.m. on 12 February
2020
General Meeting 10.15 a.m. on 12 February
2020(5)
Effective Date of the Scheme anticipated to be in Q2 2020
Principal events
The following dates and times associated with the Scheme are
subject to change and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or waived, and
the date on which the Court sanctions the Scheme. Harwood will give
adequate notice of all of these dates and times, when known, by
issuing an announcement through a Regulatory Information Service.
Further updates and changes to these times will, at Harwood's
discretion, be notified in the same way. See also note (1)
below.
Election Return Time 1.00 p.m. on D-2 Business
Days(6)
Court Hearing D (a date which is expected
to be not later than 14 days
after satisfaction of the
Regulatory Condition)(7)
Date on which the Court makes D
its order sanctioning the Scheme
Last day of dealings in, and for D
registration of transfers of,
Harwood Shares
Disablement in CREST of Harwood 6.00 p.m. on D
Shares
Scheme Record Time 6.00 p.m. on D
Scheme Effective Time after 6.00 p.m. on D(8)
Suspension of trading in Harwood before markets open on D+1
Shares on AIM Business Day
Cancellation of the admission by 7.30 a.m. on D+2 Business
to trading of Harwood Shares on Days
AIM
Despatch of cheques and (if applicable) within 14 days of the Effective
share certificates and crediting Date
of CREST accounts with cash due
Long Stop Date 18 June 2020(9)
The Election Return Time is expected to be on or after 1.00 p.m.
on 14 February 2020 and the Scheme Record Time is expected to be on
or after 6.00 p.m. on 18 February 2020.
Notes:
(1) The dates and times given are indicative only, are based on
current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). References to times
are to London time, unless otherwise stated. If any of the times
and/or dates above change, the revised times and/or dates will be
announced via a Regulatory Information Service.
(2) The BLUE Form of Proxy for the Court Meeting may,
alternatively, be handed to Harwood's Registrar or the Chairman of
the Court Meeting at the start of the Court Meeting (or any
adjournment thereof). However, if possible, Harwood Shareholders
are requested to lodge BLUE Forms of Proxy with Harwood's Registrar
at least 48 hours before the time appointed for the Court Meeting
(or any adjournment thereof).
(3) The YELLOW Form of Proxy for the General Meeting must be
lodged with Harwood's Registrar by no later than 10.15 a.m. on 10
February 2020 in order for it to be valid, or, if the General
Meeting is adjourned, no later than 48 hours before the time fixed
for the holding of the adjourned meeting. If the YELLOW Form of
Proxy is not returned by such time, it will be invalid.
(4) If either of the Harwood Meetings is adjourned, the Voting
Record Time for the adjourned Harwood Meeting will be 7.00 p.m. on
the date which is two days before the date of the adjourned Harwood
Meeting.
(5) To commence at the time fixed or, if later, immediately
after the conclusion or adjournment of the Court Meeting.
(6) Or such later date and time (if any) as Harwood and Bidco
may agree and Harwood may announce through a Regulatory Information
Service.
(7) The "Regulatory Condition" is the Condition set out in
paragraph 2(a) of Part A of Part III of the Scheme Document. If the
Conditions were all satisfied or waived (where applicable) prior to
the date of the Harwood Meetings, then this date is expected to be
a date not later than 14 days after the date of the Harwood
Meetings.
(8) The "Scheme Effective Time" of the Scheme is the date and
time at which the Scheme becomes effective pursuant to its terms
and will be on delivery of the Scheme Court Order to the Registrar
of Companies in the UK. The Scheme Court Order is expected to be
delivered to the Registrar of Companies following the Scheme Record
Time on the date on which the Court makes the Scheme Court Order,
at which time the Scheme will become Effective. The events which
are stated as occurring on subsequent dates, including the
crediting of CREST accounts, are conditional on the Scheme
Effective Time and operate by reference to this time.
(9) 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 Bidco and Harwood may, with the consent of the Panel,
agree and, if required, the Court may allow.
General
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:
Alma PR (Harwood's PR Adviser): +44 (0) 79 6107 5844
Rebecca Sanders-Hewett
Susie Hudson
Harwood +44 (0) 23 9355 2004
Alan Durrant
Evercore (Harwood's Financial Adviser) +44 (0) 20 7653 6000
Ollie Clayton
Ed Banks
Demetris Efthymiou
Tariq Ennaji
N+1 Singer (Harwood's Financial Adviser,
NOMAD and broker)
Shaun Dobson
Ben Farrow
Rachel Hayes +44 (0) 20 7496 3000
Bidco
Sami Dodangeh +44 (0) 20 7894 3561
Christa Zipf +1 212 813 4578
RBC Capital Markets (Bidco and Carlyle's
Financial Adviser) +44 (0) 20 7653 4000
Oliver Hearsey
Kristian Triggle
Paul Lim
IMPORTANT NOTICES
Evercore, which is authorised and regulated by the Financial
Conduct Authority in the UK, is acting exclusively as financial
adviser to Harwood and no one else in connection with the
Acquisition, the other matters referred to in this announcement and
the Scheme Document, and will not be responsible to anyone other
than Harwood for providing the protections afforded to clients of
Evercore nor for providing advice in connection with the matters
referred to herein. Neither Evercore nor any of its subsidiaries,
branches or affiliates 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 Evercore in connection with this announcement, any
statement contained herein, the Acquisition or otherwise. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Evercore by FSMA, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Evercore nor any
of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy or completeness or with
respect to the verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
Harwood or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its
affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained herein.
N+1 Singer Advisory LLP, which is authorised and regulated by
the FCA in the United Kingdom, is acting as financial adviser,
nominated adviser and corporate broker exclusively for Harwood and
no one else in connection with the Acquisition and the matters set
out in this announcement, and will not be responsible to any person
other than Harwood for providing the protections afforded to
clients of N+1 Singer, nor for providing advice in relation to the
Acquisition or any matter referred to herein. Neither N+1 Singer
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in delict, under statute or
otherwise) to any person who is not a client of N+1 Singer in
connection with this announcement, any statement contained herein
or otherwise.
RBC Capital Markets is the trading name for RBC Europe Limited,
which is authorised by the Prudential Regulation Authority and
regulated in the UK by the Financial Conduct Authority and the
Prudential Regulation Authority and is a subsidiary of Royal Bank
of Canada. RBC Capital Markets is acting exclusively for Bidco and
Carlyle and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Bidco and/or Carlyle
for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition or any other
matters referred to in this document. Neither RBC Capital Markets
nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy or completeness or with
respect to the verification of any other statement made or
purported to be made by it, or on its behalf, in connection with
Harwood or the matters described in this announcement. To the
fullest extent permitted by applicable law, RBC Capital Markets and
its affiliates accordingly disclaim all and any responsibility or
liability whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise have in respect of
this announcement or any statement contained herein.
Publication on a website
A copy of this announcement and the Scheme Document shall be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Harwood's website at
www.harwoodwealth.co.uk by no later than 12 noon (London time) on
21 January 2020. For the avoidance of doubt, neither the contents
of this website nor the content of any website accessible from
hyperlinks is incorporated into or forms part of this announcement
or the Scheme Document.
Request for hard copy
Harwood 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
Computershare Investor Services PLC on +44 (0)370 707 1836 between
8.30 a.m. to 5.30 p.m. Monday to Friday or by submitting a request
in writing to Computershare at The Pavilions, Bridgwater Road,
Bristol BS99 6ZZ, United Kingdom). Please note that Computershare
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes. Harwood
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.
Important Information
If Harwood Shareholders are in any doubt about the Acquisition,
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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January 20, 2020 02:00 ET (07:00 GMT)
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