TIDMCCAP
RNS Number : 8808Q
Charlemagne Capital Limited
02 December 2016
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
2 December 2016
CHARLEMAGNE CAPITAL LIMITED
RECOMMED CASH OFFER BY FIERA CAPITAL CORPORATION
RESULTS OF THE COURT MEETING
HELD ON 2 DECEMBER 2016
Charlemagne Capital Limited ("Charlemagne Capital") is pleased
to announce that, at the Court Meeting held earlier today, the
holders of 99.79 per cent. of the Scheme Shares who voted (either
in person or by proxy) voted to approve the scheme of arrangement
under section 86 of the Companies Law (2016 Revision) of the Cayman
Islands (the "Scheme") proposed to be made between Charlemagne
Capital, Fiera Capital Corporation ("Fiera Capital"), and the
holders of Scheme Shares.
Accordingly, the resolution to approve the Scheme was duly
passed by the requisite majority on a poll. The full text of the
resolution is set out in the notice of the Court Meeting contained
in the Scheme Document which is available on the websites of both
Charlemagne Capital (www.charlemagnecapital.com) and Fiera Capital
(www.fieracapital.com).
In addition, the necessary clearances have been given by both
the AMF and the FCA; the necessary clearance from the Isle of Man
FSA is currently pending and a further announcement will be made
when this has been given.
The poll results of the resolution proposed at the Court Meeting
are detailed below. Charlemagne Capital's issued share capital was
290,885,616 ordinary shares as at 11.59 p.m. on 30 November 2016
(the "Voting Record Time"). This included 276,854,226 Charlemagne
Capital Shares which were represented by Charlemagne Capital
Depositary Interests. In accordance with a direction from the Grand
Court of the Cayman Islands, the Charlemagne Capital Depositary
(and its nominee) was treated as a multi-headed shareholder. In
this regard, the Charlemagne Capital Depositary (and its nominee)
was permitted to vote both for and against the Scheme in accordance
with the instructions received from the holders of Charlemagne
Capital Depositary Interests.
Number Percentage Number Percentage Number
of Scheme of Scheme of Scheme of Scheme of Scheme
Shareholders Shareholders Shares Shares Shares
who voted* who voted voted voted voted
as a percentage
of issued
share
capital
---------- -------------- -------------- ------------ ----------- -----------------
For 63 86.30 155,333,665 99.79 53.40
---------- -------------- -------------- ------------ ----------- -----------------
Against 8 10.96 321,098 0.21 0.11
---------- -------------- -------------- ------------ ----------- -----------------
Withheld 2 2.74 12,115 <0.00 <0.00
---------- -------------- -------------- ------------ ----------- -----------------
Total 73 100 155,666,878 100 53.51
---------- -------------- -------------- ------------ ----------- -----------------
* The Charlemagne Capital Depositary was instructed by three
Depositary Interest holders to vote in favour of the Scheme in
respect of part of those holders' holdings of Depositary Interests
and against the Scheme in respect of other Depositary Interests
held by those holders.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular relating to the Scheme
dated 9 November 2016 (the "Scheme Document").
Enquiries:
Fiera Capital
Jean-Guy Desjardins, Chairman and
Chief Executive Officer
Sylvain Brosseau, Global President +1 (514) 945
and Chief Operating Officer 3300
Charlemagne Capital +44 (0)20 7518
Jayne Sutcliffe, Chief Executive 2100
GMP Securities - Financial Adviser
to Fiera Capital +1 (514) 288
Eric Desrosiers 7774
Berkshire Capital - Lead Financial
Adviser to Charlemagne Capital +44 (0)20 7828
John Humphrey 2828
N+1 Singer - Financial Adviser,
Nominated Adviser and Broker to
Charlemagne Capital
Gillian Martin +44 (0)20 7496
Lauren Kettle 3000
Smithfield - PR Adviser to Charlemagne
Capital
John Kiely +44 (0)20 7360
Ged Brumby 4900
Further information
This announcement is for information purposes only and does not
constitute an offer or an invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This announcement
does not comprise a prospectus or a prospectus equivalent
document.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date.
Nothing contained in this announcement shall be deemed to be a
forecast, projection or estimate of the future financial
performance of the Charlemagne Capital Group or the Fiera Capital
Group, except where otherwise stated.
The City Code on Takeovers and Mergers
By virtue of its status as a company incorporated in the Cayman
Islands, the City Code does not apply to Charlemagne Capital.
Accordingly, the City Code does not apply to the Offer by Fiera
Capital and the Transaction is not subject to the jurisdiction of,
nor is it being regulated by, the Panel.
Charlemagne Capital has incorporated certain provisions in the
Charlemagne Capital Articles to reflect certain provisions of the
City Code, and made various public statements as to how these
provisions shall be interpreted. The provisions do not, however,
provide shareholders with the full protections offered by the City
Code. The Charlemagne Capital Articles provide that the Charlemagne
Capital Directors have full authority to determine the deemed
application of the whole or part of the City Code. The Charlemagne
Capital Admission Document provided that, subject in any event to
the Cayman Companies Law and to the requirement that the
Charlemagne Capital Directors must be satisfied that the
application of the Charlemagne Capital Articles is in the best
interests of Charlemagne Capital, if and for so long as Charlemagne
Capital were not subject to City Code, the Charlemagne Capital
Directors would, in managing and conducting the business of
Charlemagne Capital and in exercising or refraining from exercising
any and all powers, rights and privileges, use its reasonable
endeavours to apply and have Charlemagne Capital abide by the
general principles as set out in the City Code (the "General
Principles") mutatis mutandis as though Charlemagne Capital were
subject to the City Code. In the event that circumstances arose
wherein, if Charlemagne Capital were subject to the City Code,
Charlemagne Capital would be an offeree or otherwise subject of an
approach or the subject of a third party's statement of firm
intention to make an offer, the Charlemagne Capital Directors would
endeavour to comply and to procure that Charlemagne Capital
complies with the provisions of the City Code. In the event that
the Charlemagne Capital Directors recommended to the Charlemagne
Capital Shareholders or any class thereof, any takeover offer made
for shares in Charlemagne Capital from time to time, the
Charlemagne Capital Directors would endeavour to obtain the
undertaking of the offeror(s) to comply with the provisions of the
City Code in the conduct and the execution of the relevant
offer.
Charlemagne Capital and Fiera Capital have agreed generally,
subject to certain exceptions set out in the Implementation
Agreement, to comply with the General Principles and rules of the
City Code in the conduct and execution of the Offer, as if the City
Code applied to the Offer, save as otherwise agreed between
Charlemagne Capital and Fiera Capital or as determined by the
Expert. As the Panel does not have jurisdiction in relation to the
Offer, Charlemagne Capital and Fiera Capital have appointed Robert
Hingley, a former Director General of the Panel, to resolve any
disagreement which may arise as to the application of the City Code
to the Offer.
Disclosure requirements
Charlemagne Capital Shareholders and others "dealing" in
ordinary shares of Charlemagne Capital are not obliged to disclose
any of their "dealings" under the provisions of the City Code.
However, market participants are requested to make disclosures of
"dealings" as if the City Code applied and as if Charlemagne
Capital were in an offer period under the City Code. Charlemagne
Capital's website contains the form of disclosure requested.
Disclosures made in relation to "relevant securities" of
Charlemagne Capital should be released via a Regulatory Information
Service using the headline "Document re: Charlemagne Capital". The
headline "Form 8/8.3" should not be used. If you are in any doubt
as to whether or not you should disclose "dealings", or have any
questions regarding the completion of these forms you should
consult N+1 Singer (tel: +44 (0) 20 7496 3000). Charlemagne Capital
Shareholders are reminded that they are subject to the Disclosure
Guidance and Transparency Rules made by the UKLA and other
applicable regulatory rules regarding transactions in Charlemagne
Capital Shares.
In light of the foregoing, any person who is "interested" in one
per cent. or more of any class of "relevant securities" of
Charlemagne Capital 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") was requested to make an "Opening Position Disclosure"
following the commencement of the Disclosure Period which began
following the release of the Announcement on 30 September 2016.
An "Opening Position Disclosure" should contain details of the
person's "interests" and short positions in, and rights to
subscribe for, any "relevant securities" of each of (i) Charlemagne
Capital and (ii) any "securities exchange offeror(s)". Persons
requested to make such "Opening Position Disclosures" were
requested to do so by no later than 3.30 p.m. (London time) on the
10th "business day" following the commencement of the Disclosure
Period or, if appropriate, by no later than 3.30 p.m. (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 Charlemagne Capital or
of a "securities exchange offeror" prior to the deadline for making
an "Opening Position Disclosure" were requested instead to make a
Dealing Disclosure.
Any person who is, or becomes, interested in one per cent. or
more of any class of "relevant securities" of Charlemagne Capital
or of any "securities exchange offeror" is requested to make a
"Dealing Disclosure" if such person deals in any "relevant
securities" of Charlemagne Capital or of any "securities exchange
offeror". A "Dealing Disclosure" should 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) Charlemagne Capital and (ii) any
"securities exchange offeror(s)", save to the extent that these
details have previously been disclosed. A "Dealing Disclosure"
should be made by no later than 3.30 p.m. (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 Charlemagne Capital or a
"securities exchange offeror", they should be deemed to be a single
person for these purposes.
You should contact N+1 Singer on +44 (0) 20 7496 3000 if you are
in any doubt as to whether you are required to make an "Opening
Position Disclosure" or a "Dealing Disclosure".
Terms in quotation marks are defined in the City Code, which can
be found on the Panel's website. If you are in any doubt as to
whether the request to disclose a "dealing" by reference to the
above applies to you, you should contact an independent financial
adviser authorised by the Financial Conduct Authority under
FSMA.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the Cayman Islands
may be restricted by law and, therefore, any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom and the Cayman Islands should inform themselves about, and
observe, any applicable requirements. Failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
Overseas Shareholders should inform themselves about, and
observe, any applicable legal requirements. It is the
responsibility of any Overseas Shareholders to satisfy themselves
as to the full observance of the laws and regulatory requirements
of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents
which may be required, the compliance with other necessary
formalities and the payment of any issue, transfer or other taxes
or duties or payments due in such jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Cayman Companies Law, certain
provisions of the City Code and the AIM Rules and the 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 and regulations of any jurisdiction outside of England and
Wales and the Cayman Islands.
Additional US information
The Offer relates to the securities of a company incorporated in
the Cayman Islands, admitted to trading on an exchange in the
United Kingdom and is subject to UK disclosure requirements which
are different from those of the United States. The financial
information included in this announcement may have been prepared in
accordance with non US accounting standards and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of Charlemagne Capital Shares
to enforce their rights and any claim arising out of the US federal
securities laws, since both Fiera Capital and Charlemagne Capital
are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction.
US holders of Charlemagne Capital Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to such a judgment from a US court.
The Offer is proposed to be implemented by means of a scheme of
arrangement provided for under the Cayman Companies Law. The scheme
of arrangement will relate to the shares of a Cayman Islands
company that is a 'foreign private issuer' as defined under Rule
3b.4 under the Exchange Act. A transaction effected by means of a
scheme of arrangement is not subject to the proxy and tender offer
rules under the Exchange Act. Accordingly, the Offer is subject to
the disclosure requirements and practices applicable in the Cayman
Islands to schemes of arrangement, which differ from the disclosure
requirements of the US proxy and tender offer rules. If Fiera
Capital exercises its right to implement the Offer by way of a
Takeover Offer, such Takeover Offer will be made in compliance with
applicable US securities laws and regulations.
Important notices relating to financial advisers
GMP Securities, which is authorised and regulated in the UK by
the FCA, is acting exclusively as financial adviser to Fiera
Capital in relation to the Transaction and no-one else and will not
be responsible to anyone other than Fiera Capital for providing the
protections offered to clients of GMP Securities nor for providing
advice in relation to the Transaction or any matter referred to
herein.
Berkshire Capital, which is authorised and regulated in the UK
by the FCA, is acting exclusively as lead financial adviser to
Charlemagne Capital in relation to the Transaction and no one else
and will not be responsible to anyone other than Charlemagne
Capital for providing the protections offered to clients of
Berkshire Capital nor for providing advice in relation to the
Transaction or any matter referred to herein.
N+1 Singer, which is authorised and regulated in the UK by the
FCA, is acting exclusively as financial adviser, nominated adviser
and broker to Charlemagne Capital in relation to the Transaction
and no one else and will not be responsible to anyone other than
Charlemagne Capital for providing the protections offered to client
of N+1 Singer nor for providing advice in relation to the
Transaction or any matter referred to herein.
No profit forecast
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Fiera Capital or Charlemagne Capital, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Fiera Capital or Charlemagne Capital.
Publication on websites
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on the Charlemagne Capital website at
www.charlemagnecapital.com and on the Fiera Capital website at
www.fieracapital.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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