TIDMLGT
RNS Number : 1663W
Lighthouse Group PLC
15 April 2019
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
15 April 2019
RECOMMED CASH OFFER
for
LIGHTHOUSE GROUP PLC ("LIGHTHOUSE" or the "COMPANY")
by
INTRINSIC FINANCIAL SERVICES LIMITED ("INTRINSIC")
a wholly--owned indirect subsidiary of Quilter plc
("Quilter")
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies
Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 3 April 2019, the Boards of Quilter, Intrinsic and Lighthouse
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Intrinsic for the entire
issued and to be issued ordinary share capital of Lighthouse (the
"Acquisition"). The Acquisition is expected to be effected by means
of a Court-sanctioned scheme of arrangement between Lighthouse and
Lighthouse Scheme Shareholders under Part 26 of the Companies Act
2006 (the "Scheme").
Publication and posting of the Scheme Document
Lighthouse is pleased to announce that the scheme document
containing, amongst other things, the full terms and conditions of
the Acquisition (the "Scheme Document"), together with the related
Forms of Proxy, are being published and sent today to Lighthouse
Shareholders and, for information only, to persons with information
rights and to holders of options under the Lighthouse LTIP.
Action required
As detailed further in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme
requires, among other things, that the majority in number of the
Lighthouse Scheme Shareholders present and voting (and entitled to
vote) either in person or by proxy, representing not less than 75
per cent. in value of the Lighthouse Scheme Shares held by such
Lighthouse Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting.
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 and reasonable representation of Lighthouse Scheme
Shareholder opinion. Lighthouse Scheme Shareholders are therefore
strongly urged to complete, sign and return their Forms of Proxy or
transmit a proxy instruction (either electronically or through
CREST) as soon as possible and, in any event, by no later than
10.00 am on 8 May 2019, in the case of the Court Meeting, and by no
later than 10.15 am on 8 May 2019, in the case of the General
Meeting.
Holders of Lighthouse Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Shareholder helpline
If Lighthouse Shareholders have any questions relating to the
Scheme Document, the Court Meeting or the General Meeting, or the
completion and return of the Forms of Proxy, please contact
Lighthouse's registrars, Link Asset Services during business hours
on 0371 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by writing to
shareholderenquiries@linkgroup.co.uk or 34 Beckenham Road,
Beckenham BR3 4TU. Calls are charged at the standard geographic
rate and will vary by provider. Calls from outside of the United
Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 am to 5.00 pm, Monday to Friday excluding
public holidays in England and Wales. Different charges may apply
to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Acquisition nor give any
financial, legal or tax advice.
Timetable
The expected timetable of principal events is set out in the
appendix to this announcement. Subject to approval at the relevant
Lighthouse 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 during
the second quarter of 2019. If any of the key dates set out in the
timetable change, Lighthouse will give notice of this change by
issuing an announcement through a Regulatory Information
Service.
Defined terms used but not defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries:
Intrinsic/Quilter
Kathleen Gallagher (Corporate Communications) Tel: +44 (0) 790 004
932
John-Paul Crutchley (Investor Relations) Tel: +44 (0) 207 002
7016
J.P. Morgan Cazenove (financial adviser Tel: +44 (0) 207 742
to Intrinsic and Quilter) 4000
Ed Squire / Rajesh Iyer
Kirshlen Moodley / Henry Capper
Lighthouse Tel: +44 (0) 207 065
5640
Richard Last (Chairman)
Malcolm Streatfield (Chief Executive Officer)
Peter Smith (Finance Director)
Investec Bank plc (financial adviser to Tel: +44 (0) 207 597
Lighthouse) 5970
Andrew Pinder, William Godfrey, David
Bickerstaffe
IMPORTANT NOTICES
J.P. Morgan Securities plc, which conducts its U.K. investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Intrinsic and Quilter and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Intrinsic and Quilter for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to any matter
referred to herein.
Investec Bank plc ("Investec"), which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the PRA, is
acting exclusively for Lighthouse and no one else in relation to
the Acquisition and the matters set out in this announcement, and
will not be responsible to anyone other than Lighthouse for
providing the protections afforded to the clients of Investec, or
for providing advice in relation to the Acquisition, the contents
of this announcement or any other matter referred to herein.
Publication on Websites and Availability of Hard Copies
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Lighthouse's website at
https://www.lighthousegroup.plc.uk/investor-relations and Quilter's
website at https://www.quilter.com/Lighthousegroupoffer by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
Lighthouse Shareholders may, subject to applicable securities
laws, request a hard copy of this announcement (and any information
incorporated into it by reference to another source) by contacting
Lighthouse's registrars, Link Asset Services during business hours
on 0371 664 0300 within the United Kingdom or on +44 (0) 371 664
0300 from overseas or by submitting a request in writing to
shareholderenquiries@linkgroup.co.uk or 34 Beckenham Road,
Beckenham BR3 4TU, with an address to which the hard copy may be
sent. Calls are charged at the standard geographic rate and will
vary by provider. Calls from outside of the United Kingdom will be
charged at the applicable international rate. Unless you make such
a request, a hard copy of this announcement (and any information
incorporated by reference to another source) will not be sent to
you. Lighthouse Shareholders may, subject to applicable securities
laws, also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in
hard copy form.
APPIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date
Latest time for lodging WHITE Form 10.00 a.m. on 8 May 2019(1)
of Proxy and registering proxy appointments
electronically or through CREST for
the Court Meeting
Latest time for lodging YELLOW Form 10.15 a.m. on 8 May 20192
of Proxy and registering proxy appointments
electronically or through CREST for
the General Meeting
Voting Record Time 6.00 p.m. on 8 May 20193
Court Meeting 10.00 a.m. on 10 May 2019
General Meeting 10.15 a.m. on 10 May 20194
Certain of the following dates are
subject to change (please see note
(5) below):
Court Hearing A date expected to be
no later than 14 days
after the satisfaction
of Condition 3, relating
to the CMA, and Condition
4 relating to the FCA
approval, being "D"
Last day of dealings in, and for registration D + 1 Business Day
of transfers of, and disablement in
CREST of, Lighthouse Shares
Suspension of dealings in Lighthouse 5.00 pm on D + 1 Business
Shares Day
Scheme Record Time 6.00 pm on D + 1 Business
Day
Effective Date D + 2 Business Days
Cancellation of admission to trading 8.00 am on the next Business
of Lighthouse Shares Day after the Effective
Date
Settlement of the consideration payable Within 14 days after the
under the Acquisition Effective Date
Long-Stop Date 30 September 2019(6)
1. The WHITE Form of Proxy for the Court Meeting should be
received by Link Asset Services before 10.00 a.m. on 8 May 2019,
or, if the Court Meeting is adjourned, not later than 48 hours
before the time fixed for the holding of the adjourned meeting.
WHITE Forms of Proxy not so received may be handed to the Chairman
of the Court Meeting before the commencement of the Court
Meeting
2. The YELLOW Form of Proxy for the General Meeting must be
lodged with Link Asset Services before 10.15 a.m. on 8 May 2019 in
order for it to be valid, or, if the General Meeting is adjourned,
not later than 48 hours before the time fixed for the holding of
the adjourned meeting. The YELLOW Form of Proxy cannot be handed to
the Chairman of the General Meeting at that meeting.
3. If a Lighthouse Meeting is adjourned, only those Lighthouse
Scheme Shareholders (in the case of the Court Meeting) and
Lighthouse Shareholders (in the case of the General Meeting) on the
register of members of Lighthouse at 6.00 pm on the day which is
two days before the date set for the adjourned meeting will be
entitled to attend and vote.
4. To commence at the time fixed or, if later, immediately after
the conclusion or adjournment of the Court Meeting.
5. These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Conditions are
either satisfied, or (if capable of waiver) waived, (ii) the Court
sanctions the Scheme; (iii) the Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. Lighthouse will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, send
notice of the change(s) to Lighthouse Shareholders and other
persons with information rights and, for information only, to
holders of options under the Lighthouse LTIP.
6. This is the last date on which the Scheme may become
Effective unless Intrinsic and Lighthouse, with the consent of the
Panel and, if required, the approval of the Court, agree in writing
a later date.
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
ACQCKPDNPBKKCQD
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April 15, 2019 02:00 ET (06:00 GMT)
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