TIDMCCAP
RNS Number : 5439R
Charlemagne Capital Limited
12 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
12 December 2016
CHARLEMAGNE CAPITAL LIMITED
RECOMMED CASH OFFER BY FIERA CAPITAL CORPORATION
SUSPENSION OF DEALINGS AND REGISTRATION OF TRANSFERS OF
CHARLEMAGNE CAPITAL SHARES
Charlemagne Capital Limited ("Charlemagne Capital") refers to
the recommended cash transaction, comprising: (i) an offer by Fiera
Capital Corporation ("Fiera Capital") for the entire issued and to
be issued share capital of Charlemagne Capital; and (ii) the
payment of a special dividend by Charlemagne Capital (the
"Transaction"), to be implemented by means of a scheme of
arrangement between Charlemagne Capital, Fiera Capital and the
holders of Scheme Shares under section 86 of the Companies Law
(2016 Revision) of the Cayman Islands (the "Scheme").
Pursuant to the terms of the Scheme, which was approved by
Charlemagne Capital Shareholders at the Court Meeting on 2 December
2016, Charlemagne Capital announces that the registration of
transfers of Charlemagne Capital Shares will be suspended with
effect from 6.00 p.m. (London time) today and dealings in
Charlemagne Capital Shares will be suspended with effect from 7.30
a.m. (London time) on 13 December 2016 (in each case except
pursuant to the Scheme and pursuant to the cancellation of the
Charlemagne Capital Depositary Interests as detailed below).
Pursuant to the terms of the Scheme and subject to the sanction
of the Scheme by the Grand Court of the Cayman Islands, Charlemagne
Capital announces that the Charlemagne Capital Depositary Interests
will be cancelled and that the holders of Charlemagne Capital
Depositary Interests will be entered onto the register of members
of Charlemagne Capital with effect from 6.00 p.m. (London time) on
13 December 2016.
The court hearing to sanction the Scheme is scheduled for 10.00
a.m. (Cayman Islands time) on 13 December 2016. The Scheme is
expected to become effective on 14 December 2016 following the
filing of the court order sanctioning the Scheme with the Registrar
of Companies in the Cayman Islands. A further announcement will be
made when the Scheme has become effective.
The cancellation of admission to trading and listing of
Charlemagne Capital Shares on AIM is expected to take place by no
later than 7.00 a.m. (London time) on 15 December 2016.
Fiera Capital and Charlemagne Capital have agreed that payments
to Charlemagne Capital Shareholders in respect of the Offer Price
may be made by cheque, BACS or CREST, and in respect of the Special
Dividend may be made by cheque or BACS.
The date for despatch of cheques and/or for the payment by Fiera
Capital of the Offer Price, and the payment by Charlemagne Capital
of the Special Dividend, through CREST (in the case of the Offer
Price only) or BACS (in the case of both the Offer Price and the
Special Dividend) is expected to be no later than 28 December
2016.
As described in the circular relating to the Scheme dated 9
November 2016 (the "Scheme Document"), the cash consideration
payable to Charlemagne Capital Shareholders in respect of the Offer
Price and the Special Dividend will be paid by way of two separate
payments. Accordingly, payments of the Offer Price and the Special
Dividend will be received by each Charlemagne Capital Shareholder
separately and may be received on different dates.
Capitalised terms used and not defined in this announcement have
the meanings given to them in 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 +44 (0)20 7360
John Kiely 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.
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.
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.
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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