TIDMASTO TIDMRIV
RNS Number : 5169O
AssetCo PLC
10 June 2022
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
THAT JURISDICTION
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction
FOR IMMEDIATE RELEASE
10 June 2022
ASSETCO PLC
("AssetCo" or the "Company")
Supplementary Admission information in relation to the recommend
all-share acquisition of River and Mercantile Group PLC ("RMG") and
the admission of the Enlarged Share Capital to trading on AIM
On 18 March 2022 AssetCo published an Admission Document in
connection with the recommended all-share acquisition of RMG and
the admission of the Enlarged Share Capital to trading on AIM, a
copy of which is available at www.assetco.com. On 27 April 2022 the
board of AssetCo announced the appointment of Numis Securities
Limited ("Numis") as its nominated adviser and joint broker.
The information contained in this announcement constitutes
supplementary Admission information under the AIM Rules as the
appointment of Numis as the Company's nominated adviser constitutes
a significant new factor relating to the information contained in
the Admission Document. The Appendix to this announcement sets out
the new information which is incorporated into and forms part of
the Admission Document.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Admission
Document.
Enquiries:
AssetCo
Peter McKellar, Deputy Chairman
Campbell Fleming, CEO
James Thorneley, Head of Communications +44 (0) 77 5800 5141
Numis (Nominated Adviser and
Joint Broker to AssetCo)
Stephen Westgate
Alec Pratt
Giles Rolls +44 (0) 20 7260 1000
Panmure Gordon (UK) Limited
(Joint Broker to AssetCo)
Charles Leigh-Pemberton
Atholl Tweedie
Gabriel Hamlyn +44 (0) 20 7886 2906
Important Information
The Company, each of the Directors and the Proposed Director
accept responsibility for the information contained in this
announcement, including individual and collective responsibility
for compliance with the AIM Rules. To the best of the knowledge and
belief of the Company, the Directors and the Proposed Director (who
have taken all reasonable care to ensure that such is the case),
the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
This announcement, which constitutes supplementary information
drawn up in accordance with the AIM Rules for Companies, is
supplemental to and should be read in conjunction with, the
Admission Document (into which it is incorporated), being the
Admission Document prepared in connection with the Acquisition and
the admission of the Enlarged Share Capital to trading on AIM and
which was published on 18 March 2022.
This announcement is being published so as to provide additional
information relating to the Company that has occurred since the
date of the Admission Document. Shareholders should read the whole
text of this announcement and the Admission Document.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser and financial adviser to
the Company in connection with the admission of the Enlarged Share
Capital to trading on AIM and the matters set out in this
announcement and the Admission Document. Its responsibilities as
the Company's nominated adviser under the AIM Rules are owed solely
to the London Stock Exchange and are not owed to the Company, the
Directors or the Proposed Director or to any other person in
respect of his decision to acquire shares in the Company in
reliance on any part of the Admission Document (as supplemented by
this announcement). Numis is acting exclusively for the Company and
for no one else in connection with the admission of the Enlarged
Share Capital to trading on AIM. Numis will not regard any other
person as its customer in relation to the admission of the Enlarged
Share Capital to trading on AIM and will not be responsible to any
other person for providing the protections afforded to customers of
Numis or for providing advice in relation to the admission of the
Enlarged Share Capital to trading on AIM or any transaction or
arrangement referred to in this announcement or the Admission
Document.
This announcement has been prepared in accordance with and for
the purpose of complying with English law and the AIM Rules and
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England. The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
of, and observe, any applicable requirements of their
jurisdictions.
This announcement is not a prospectus for the purposes of the
Prospectus Regulation (EU) 2017/1129 or Prospectus Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended.
APPIX
1 MATERIAL CONTRACTS
The following contracts, not being contracts entered into in the
ordinary course of business, have been entered into by the Group in
the period since the publication of the Admission Document and are,
or may be, material:
1.1 Joint broker agreement
The Company and Panmure Gordon (UK) Limited ("Panmure Gordon")
entered into an engagement letter dated 31 March 2022, under which
the Company appointed Panmure Gordon as the Company's joint broker.
The engagement letter sets out Panmure Gordon's responsibilities as
joint broker. The engagement letter also contains certain
obligations for the Company and indemnities given by the Company in
respect of any claims arising in connection with the engagement. In
consideration for the services, Panmure Gordon is entitled to an
annual retainer. Either party may terminate the appointment upon
three months' written notice.
1.2 Nominated adviser and broker agreement
The Company and Numis entered into a nominated adviser and
broker agreement dated 27 April 2022, under which the Company
appointed Numis as the Company's nominated adviser and joint
broker. The agreement sets out Numis' responsibilities as nominated
adviser and broker. The agreement also contains certain obligations
for the Company and indemnities given by the Company in respect of
any claims arising in connection with the engagement. In
consideration for the services, Numis is entitled to an annual
retainer. Either party may terminate the appointment the
appointment upon two months' written notice following an initial
twelve month term.
1.3 Addendum to nominated adviser and broker agreement
The Company and Numis entered into an addendum letter to the
nominated adviser and broker agreement dated 25 May 2022. The
addendum sets out Numis' responsibilities as nominated adviser in
connection with the admission of the Enlarged Share Capital to
trading on AIM.
1.4 Admission agreement
The Company, the Directors, the Proposed Director and Numis have
entered into an admission agreement dated 10 June 2022 pursuant to
which Numis has agreed to advise the Company in connection with the
admission of the Enlarged Share Capital to trading on AIM.
The Company has agreed fee arrangements with Numis and has
agreed to pay all of the costs and expenses incidental to
Admission, together with any applicable VAT.
The Company, the Directors and the Proposed Director have given
certain warranties to Numis as to the accuracy of the information
in Admission Document (as supplemented by this announcement). The
liability of the Directors and the Proposed Director under these
warranties is limited in time and amount, save in certain
circumstances. The Company has also given an indemnity to Numis
against any losses or liabilities arising out of the proper
performance by Numis of its duties under the admission
agreement.
1.5 Deed of termination
The Company and Arden entered into a deed of termination dated
10 June 2022 pursuant to which Arden's appointment under the
Admission Agreement was terminated.
2 ADDITIONAL INFORMATION ON THE DIRECTORS
In paragraph 9.1 of Part 6 of the Admission Document Phoenix plc
is listed as a post directorship of Campbell. This is incorrect and
the reference should be to Phoenix Group Holdings plc.
3 General
3.1 Numis has given and not withdrawn its written consent to the
issue of this announcement with the inclusion of its name and
reference to it.
3.2 Numis is registered in England and Wales under number
02285918, and its registered office is at 45 Gresham Street, London
EC2V 7BF. Numis is regulated by the FCA and is acting in the
capacity of nominated adviser to the Company.
4 Availability of this announcement
Copies of this announcement and the Admission Document are
available on the Company's website at www.assetco.com and a copy of
this announcement and the Admission Document are available free of
charge from the registered office of the Company, and at the
offices of Gowling WLG (UK) LLP at 4 More London Riverside, London
SE1 2AU, during normal business hours on any weekday (public
holidays excepted) from the date of this Document until at least
one month after the date of Admission.
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END
MSCBXGDLBGBDGDG
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