Lighthouse Group PLC Results of Shareholder Meetings (6898Y)
May 10 2019 - 6:20AM
UK Regulatory
TIDMLGT
RNS Number : 6898Y
Lighthouse Group PLC
10 May 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
10 May 2019
RECOMMENDED CASH OFFER
for
Lighthouse Group plc
by
Intrinsic Financial Services Limited,
a wholly-owned indirect subsidiary of Quilter plc
RESULTS OF SHAREHOLDER MEETINGS
Lighthouse Group plc ("Lighthouse" or the "Company") is pleased
to announce that at the Court Meeting and the General Meeting of
Lighthouse Shareholders held earlier today in connection with the
recommended cash offer for the entire issued and to be issued
ordinary share capital of Lighthouse by Intrinsic Financial
Services Limited ("Intrinsic"), a wholly-owned indirect subsidiary
of Quilter plc (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"), the resolutions proposed were
duly passed. Full details of the resolutions are set out in the
notices of the Court Meeting and the General Meeting contained in
the circular to Lighthouse Shareholders dated 15 April 2019 (the
"Scheme Document"), copies of which are available at
www.quilter.com/lighthousegroupoffer and
www.lighthousegroup.plc.uk/investor-relations/.
At the Court Meeting, a majority in number of Lighthouse Scheme
Shareholders, who voted and were entitled to vote, either in person
or by proxy, and who together represented over 75 per cent. by
value of the votes cast, voted in favour of the resolution to
approve the Scheme. The resolution was accordingly passed. At the
General Meeting, the special resolution to provide for the
implementation of the Scheme was also passed by the requisite
majority.
COURT MEETING
The voting on the resolution to approve the Scheme was taken on
a poll and the results were as follows:
Results Number of % of Lighthouse Scheme Number of % of Lighthouse Scheme Number of
of the Lighthouse Shares Lighthouse Shareholders Lighthouse
Court Scheme Shares voted Scheme who voted Scheme Shares
Meeting voted Shareholders voted as a
who voted percentage of
issued ordinary
share capital
entitled to vote on
the Scheme
FOR 88,848,496 92.38 67 85.90 69.58
--------------------- ------------------------- -------------------------- ------------------------- -------------------------
AGAINST 7,329,801 7.62 11 14.10 5.74
--------------------- ------------------------- -------------------------- ------------------------- -------------------------
TOTAL 96,178,297 100 78 100 75.32
--------------------- ------------------------- -------------------------- ------------------------- -------------------------
GENERAL MEETING
The voting on the special resolution to provide for the
implementation of the Scheme and the amendment to the Company's
articles of association was taken on a poll and the results were as
follows:
Number of votes: For: 88,919,184 (92.39%); Against: 7,323,497
(7.61%).
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the Court sanction of the
Scheme and FCA approval.
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) 799
Manager) 000 4932
John-Paul Crutchley (Head of Investor Relations) Tel: +44 (0) 207
002 7016
J.P. Morgan Cazenove (financial adviser
to Intrinsic and Quilter)
Ed Squire / Rajesh Iyer Tel: +44 (0) 207
742 4000
Kirshlen Moodley / Henry Capper
Lighthouse
Richard Last (Chairman) Tel: +44 (0) 207
065 5640
Malcolm Streatfield (Chief Executive Officer)
Peter Smith (Finance Director)
Investec Bank plc (financial adviser to
Lighthouse)
Andrew Pinder / William Godfrey / David Tel: +44 (0) 207
Bickerstaffe 597 5970
IFC Advisory Limited (public relations adviser Tel: +44 (0) 203
to Lighthouse) 934 6630
Graham Herring / Heather Armstrong / Florence
Chandler
IMPORTANT NOTICES
Important notices relating to financial advisers
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 and is
acting exclusively for Lighthouse and no one else in relation to
the matters set out in this announcement and will not be
responsible to anyone other than Lighthouse for providing the
protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other
matter or arrangement referred to herein.
Publication on websites and availability of hard copies
This announcement is available free of charge on Quilter's
website at www.quilter.com/lighthousegroupoffer and on Lighthouse's
website at www.lighthousegroup.plc.uk/investor-relations/.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
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
RAGURARRKBAVAAR
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