Lighthouse Group PLC Court Sanction of Scheme of Arrangement (7156B)
June 10 2019 - 10:00AM
UK Regulatory
TIDMLGT TIDMQLT
RNS Number : 7156B
Lighthouse Group PLC
10 June 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
FOR IMMEDIATE RELEASE
10 June 2019
RECOMMENDED CASH OFFER
for
Lighthouse Group plc
by
Intrinsic Financial Services Limited,
a wholly-owned indirect subsidiary of Quilter plc
COURT SANCTION OF SCHEME OF ARRANGEMENT
AND SUSPENSION OF TRADING ON AIM
On 3 April 2019, the boards of Quilter plc, Intrinsic Financial
Services Limited ("Intrinsic") and Lighthouse Group plc
("Lighthouse") announced that they had reached an agreement on the
terms of a recommended cash offer to be made by Intrinsic for
Lighthouse pursuant to which Intrinsic would acquire the entire
issued and to be issued ordinary share capital of Lighthouse (the
"Acquisition"). The Acquisition is being implemented by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). On 10 May 2019, Lighthouse announced that the Scheme was
approved by 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.
Lighthouse and Intrinsic are pleased to announce that the Scheme
was sanctioned by the Court earlier today. The Scheme will become
effective upon the Court order being delivered to the Registrar of
Companies, which is expected to take place on 12 June 2019.
Dealings in Lighthouse Shares will be suspended with effect from
7.30 a.m. on 12 June 2019. Subject to the Scheme becoming
effective, it is expected that the admission to trading of
Lighthouse Shares on AIM will be cancelled at 7.00 a.m. on 13 June
2019. A further announcement will be made when the Scheme has
become effective.
Defined terms used but not defined in this announcement have the
meaning given to them in the scheme circular sent to Lighthouse
Shareholders on 15 April 2019.
Exercise of options and admission of shares to trading on
AIM
Upon the Court sanction of the Scheme earlier today, all
outstanding options under the Lighthouse LTIP have become
exercisable and have been exercised by the holders thereof. As a
consequence, application has been made to the London Stock Exchange
for 12,163,972 new ordinary shares of 1 pence each to be admitted
to trading on AIM ("Admission"). It is expected that Admission will
become effective and dealings in such ordinary shares will commence
at 8.00 a.m. on 11 June 2019. Upon Admission, the Company's issued
share capital will consist of 139,864,270 ordinary shares with one
voting right each. The Company does not hold any ordinary shares in
treasury. The International Securities Identification Number for
Lighthouse Shares is GB0009779116.
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
to Lighthouse)
Graham Herring / Heather Armstrong / Florence Tel: +44 (0) 203
Chandler 934 6630
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
OUPEADKEFLNNEFF
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