TIDMASTO
RNS Number : 2549T
AssetCo PLC
23 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A
FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS OF ANY OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
23 November 2021
Possible Offer for River and Mercantile Group PLC ("RMG")
The Board of AssetCo plc ("AssetCo" or the "Company") notes the
announcement by RMG regarding a possible offer from AssetCo and
confirms that it has submitted an indicative non-binding securities
exchange proposal for the entire issued and to be issued share
capital of RMG that is not already owned by AssetCo to the Board of
RMG (the "Possible Offer").
The Possible Offer is made for the remaining RMG asset
management business ("RMG Asset Management") post the sale of RMG's
Solutions business, and any offer made would be conditional on the
completion of the sale of the solutions business.
The AssetCo directors believe that RMG Asset Management and
AssetCo are highly complementary and that a combination of AssetCo
and RMG Asset Management would create significant value for the
combined group's clients, portfolio managers, employees and
shareholders. The AssetCo directors also believe that there is
material value in leveraging other elements of the AssetCo business
and strategy to increase the value of RMG Asset Management and
widen investor appeal.
Whilst negotiations between RMG and AssetCo regarding the
structure of a potential deal are continuing, the indicative
non-binding proposal to the Board of RMG may lead to a requirement
for a reverse takeover pursuant to Rule 14 of the AIM Rules.
There can be no certainty that the Possible Offer or any offer
will ultimately be made, nor as to the terms of any such offer.
Rule 2.6(a) of the Code requires that AssetCo, by no later than
5.00 p.m. on 21 December 2021, being the 28th day following the
date of this announcement, either announces a firm intention to
make an offer for RMG in accordance with Rule 2.7 of the Code or
announces that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline will only be extended with the
consent of the Takeover Panel, in accordance with Rule 2.6(c) of
the Code.
AssetCo currently holds 5 million RMG shares representing
approximately 5.85 per cent. of its voting rights.
Martin Gilbert, Chairman of AssetCo and Deputy Chairman of RMG,
has recused himself from the RMG Board for the purposes of
discussions in relation to the Possible Offer.
A further announcement regarding the Possible Offer will be made
in due course as appropriate.
Enquiries:
AssetCo
Peter McKellar, Deputy Chairman
Campbell Fleming, CEO +44 (0) 79 5800
James Thorneley, Head of Communications 5141
Numis (Financial Adviser to AssetCo)
Stephen Westgate
Alec Pratt
George Fry +44 (0) 20 7260 1000
Arden Partners plc (Nominated adviser and broker to AssetCo)
John Llewellyn-Lloyd
Louisa Waddell +44 (0) 20 7614 5900
Further information
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Financial Adviser exclusively for AssetCo 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 in this announcement and will not be responsible to
anyone other than AssetCo for providing the protections afforded to
clients of Numis, nor for providing advice in relation to any
matter referred to herein.
Arden Partners plc ("Arden"), which is authorised and regulated
by the Financial Conduct Authority and is a member of the London
Stock Exchange, is acting as NOMAD and Broker to the Company and no
one else in connection with the proposed transaction and will not
regard any other person (whether or not a recipient of this
document or any other information) as its customer in relation to
the proposed transaction and accordingly will not be responsible to
any other person for providing protections afforded to its
customers or advising any such other person on the proposed
transaction or matters referred to herein.
This announcement is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction.
The release, publication or distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe such restrictions. Any
failure to comply with such restrictions may constitute a violation
of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9
In accordance with Rule 2.9 of the Code, AssetCo confirms that,
as at the date of this announcement, it has 8,424,847 ordinary
shares of 10 pence each in issue and admitted to trading on the AIM
market of the London Stock Exchange. AssetCo currently holds no
ordinary shares in treasury. AssetCo's International Securities
Identification Number ("ISIN") is GB00B42VYZ16.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at
www.assetco.com/investor-relations/ promptly and in any event by no
later than 12 noon on the business day following this announcement.
The content of this website is not incorporated into and does not
form part of this announcement.
Ends
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