TIDMSHRE
RNS Number : 5522R
Share PLC
30 June 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 OR
REGULATIONS OF SUCH JURISDICTION
30 June 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor and the ii
Group)
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 17 February 2020 the Boards of ii and Share plc announced
that they had reached agreement on the terms of a recommended offer
for the entire issued and to be issued share capital of Share plc
(the "Offer") to be effected by a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme") which was contained in
a document sent to Share plc Shareholders on 13 March 2020 (the
"Scheme Document").
Share plc and ii are pleased to announce that, at the Court
Hearing held earlier today, the High Court made an order
sanctioning the Scheme under section 899 of the Companies Act.
Next Steps
Share plc and ii confirm that, as expected, the Scheme Record
Time will be 6.00 pm on 30 June 2020.
The Scheme remains conditional on, and will become effective
upon, the Court Order being delivered to the Registrar of
Companies, which is expected take place on 3 July 2020.
Dealings in Share plc Shares will be suspended with effect from
7.30 a.m. on 1 July 2020. Accordingly, today will, as previously
announced on 12 June 2020, be the last day of dealings in, and for
the registration of transfers of, and disablement in CREST of,
Share plc Shares. It is expected that the admission to trading of
Share plc Shares on AIM will be cancelled with effect from 7.00
a.m. on 6 July 2020.
The last time for Nominee Shareholders to notify the Registrar
of their Underlying Holders will be noon on 1 July 2020.
Scheme Shareholders' consideration under the terms of the Offer
will be despatched in the form of share certificates and settled
through CREST or despatched in the form of a cheque by no later
than 17 July 2020.
A further announcement will be made when the Scheme has become
effective.
General
References to time are to London time. If any of the dates
and/or times in this announcement change, the revised dates and/or
times will be notified to Share plc Shareholders by announcement
through a Regulatory Information Service and by making such
announcement available on the following websites: ii.co.uk/share
and https://www.share.com/share-plc.
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.
The Offer is made solely by means of the Scheme Document, which
contains the full terms and conditions of the offer.
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.
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
SOAWPUQAQUPUGUU
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