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 or regulations of such
jurisdiction.
FOR IMMEDIATE RELEASE
25 April
2024
RECOMMENDED Acquisition
of
Mattioli Woods PLC
by
TIGER BIDCO LIMITED
(a wholly-owned subsidiary of investment
vehicles advised and managed by
POLLEN STREET CAPITAL LIMITED)
to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006
RESULTS OF COURT
MEETING AND GENERAL MEETING
On 8 March 2024, the
boards of directors of Mattioli Woods plc ("Mattioli
Woods") and Tiger Bidco
Limited ("Bidco")
announced that they had reached agreement on the terms and
conditions of a recommended cash acquisition pursuant to which
Bidco will acquire the entire issued, and to be issued, share
capital of Mattioli Woods (the "Acquisition").
The Acquisition is intended to be effected by means of a
Court-sanctioned scheme of arrangement (the "Scheme")
under Part 26 of the Companies Act 2006 (the "Act").
The scheme document
containing, among other things, the full terms and conditions of
the Acquisition and the notices convening the Court Meeting and the
General Meeting, was posted to Mattioli Woods Shareholders on 28
March 2024 (the "Scheme
Document").
Other than as expressly set out in this announcement,
the terms used but not defined in this announcement have the
meanings given to them in the Scheme
Document.
The Mattioli Woods Board is pleased to announce that,
at the Court Meeting and the General Meeting held earlier today to consider the
resolutions relating to the Acquisition, all resolutions proposed
(details of which are set out in the notices of the Meetings contained in Parts X and XI of the Scheme Document) were passed by the requisite majorities
and, accordingly, the Scheme was
approved.
At the Court Meeting, a
majority in number of the Scheme
Shareholders present and voting (and entitled to vote) in
person or by proxy, representing not less than 75 per cent. in
value of the Scheme Shares voted by those
Scheme Shareholders, approved the
Scheme.
At the General Meeting,
Mattioli Woods Shareholders passed the
Special Resolutions to, among other things,
amend Mattioli Woods' articles of association in connection with
the Scheme, authorise the Mattioli Woods Directors to take all such action as they
may consider necessary or appropriate for carrying the Scheme into effect and, subject to and conditional on
the Scheme becoming effective, re-register
Mattioli Woods as a private limited company.
At the Scheme Voting Record
Time, Mattioli Woods had 51,988,787
Mattioli Woods Shares in issue, with a
nominal value of £0.01 each. As at the Scheme Voting Record Time, Mattioli Woods held no Mattioli Woods Shares in treasury.
The detailed voting results in relation to the
Court Meeting and the General Meeting are set out below.
Voting results of the Court
Meeting
The table below sets out the results of the poll
conducted at the Court Meeting held on 25 April
2024 at 10.00 a.m. Each Scheme
Shareholder, present in person or by proxy, was entitled to
one vote per Scheme Share held at the Scheme
Voting Record Time. Therefore, in respect of
the Court Meeting, the total number of
voting rights in Mattioli Woods as at the Scheme Voting Record Time was 51,988,787.
Results of Court
Meeting
|
FOR(3)
|
AGAINST
|
TOTAL
|
Number of Scheme Shares voted
|
32,130,278
|
1,461,643
|
33,591,921
|
Percentage of Scheme Shares voted(1)
|
95.65%
|
4.35%
|
100.00%
|
Number of Scheme Shareholders who
voted(2)
|
92
|
13
|
105
|
Percentage of Scheme Shareholders who
voted(1)(2)
|
87.62%
|
12.38%
|
100.00%
|
Number of Scheme Shares voted as a percentage of
issued share capital entitled to vote on the
Scheme(1)
|
61.80%
|
2.81%
|
64.61%
|
(1)
Rounded to two decimal places.
(2)
Where a Scheme Shareholder has cast some of their votes "for" and
some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
and percentage of Scheme Shareholders who voted as set out in this
row.
(3)
Any proxy appointments which gave discretion to the Chair have been
included in the vote 'For' total.
Voting results of the General
Meeting
The table below sets out the results of the poll
conducted at the General Meeting held on 25 April
2024 at 10.15 a.m. Each Mattioli Woods
Shareholder, present in person or by proxy, was entitled to
one vote per Mattioli Woods Share held at
the Scheme Voting Record Time. Therefore, in
respect of the General Meeting, the total
number of voting rights in Mattioli Woods as at the Scheme
Voting Record Time was 51,988,787.
|
FOR(3)
|
AGAINST
|
TOTAL
|
WITHHELD(1)
|
Special
Resolution
|
Number of
votes
|
Percentage of votes
(2)
|
Number of
votes
|
Percentage of votes
(2)
|
Number of
votes
|
Number of
votes
|
(a) Directors' authority resolution
|
29,269,794
|
95.27%
|
1,451,857
|
4.73%
|
30,721,651
|
6,955,255
|
(b) Articles of association resolution
|
29,254,460
|
95.27%
|
1,451,857
|
4.73%
|
30,706,317
|
6,970,589
|
(c) Re-registration resolution
|
29,269,794
|
95.27%
|
1,451,857
|
4.73%
|
30,721,651
|
6,955,255
|
(1)
A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the
Special Resolutions.
(2)
Rounded to two decimal places.
(3)
Any proxy appointments which gave discretion to the Chair have been
included in the vote 'For' total.
Effective Date and Timetable
The outcome of today's Court
Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part III of the
Scheme Document) have been satisfied.
The Scheme remains subject to
the sanction by the Court at the
Court Sanction Hearing and the satisfaction
(or, where applicable, waiver) of the other Conditions to the
Scheme, including the FCA Condition, (as set out in Part III of the
Scheme Document).
The expected timetable of principal events for the
implementation of the Scheme remains as set
out on page 15 of the Scheme Document and as
below:
Court Sanction
Hearing
|
A date ("D") expected to
be in the second or third quarter of calendar year 2024, subject to
regulatory clearances
|
Last day for dealings
in, and for the registration of transfers of, and disablement in
CREST of, Mattioli Woods Shares
|
D+1 Business
Days
|
Scheme Record
Time
|
6.00 p.m.
on D+1 Business
Days
|
Suspension of dealings
in, Mattioli Woods Shares
|
at 7.30 a.m.
on D+2 Business
Days
|
Effective Date of the
Scheme(1)
|
D+2 Business
Days
|
Cancellation of
admission to trading of Mattioli Woods Shares on AIM
|
at 7.00 a.m.
on D+3 Business
Days
|
Latest date for
despatch of cheques and crediting of CREST accounts
for cash consideration due under the Scheme
|
14 days after the
Effective Date
|
Long Stop
Date(2)
|
7 December
2024
|
The dates and times
given are indicative only and are based on current expectations and
are subject to change. The dates and times will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) a copy of the Court Order is delivered to the Registrar
of Companies.
(1)
The Scheme can become
Effective only if all Conditions to the Scheme and the sanction of
the Court, have been satisfied (unless, where applicable, the
relevant Condition is waived). The Scheme will become Effective
upon a copy of the Court Order being delivered to the Registrar of
Companies. This is expected to occur during the second or third
quarter of the calendar year 2024.
(2)
This is the latest date
by which the Scheme may become Effective. However, the Long Stop
Date may be extended to such later date as Bidco and Mattioli Woods
may, with the consent of the Panel, agree and (if required) the
Court may allow.
- ENDS -
Enquiries
Mattioli Woods plc
Ian Mattioli MBE, Chief Executive Officer
Ravi Tara, Chief Financial Officer
Michael Wright, Deputy Chief Executive
Officer
|
+44 (0) 116 240 8700
|
Fenchurch Advisory Partners LLP (Financial Adviser to Mattioli
Woods)
Graham Marchant, Founding Partner and Senior Managing
Director
Divya Dhar, Managing Director
Anthony Ambler, Vice President
|
+44 (0) 207 382 2222
|
Canaccord Genuity Limited (Nominated Adviser and Joint
Corporate Broker to Mattioli Woods)
Emma Gabriel, Managing Director
Harry Pardoe, Vice President
|
+44 (0) 207 523 8000
|
Singer Capital
Markets Advisory LLP (Joint Corporate Broker to
Mattioli Woods)
Tom Salvesen, Head of Investment Banking
James Moat,
Director
Charles Leigh-Pemberton, Director
|
+44 (0) 207 496 3000
|
Camarco (Capital
Market Communications Ltd) (Financial PR Adviser to Mattioli
Woods)
Louise Dolan, Senior Director
Julia Tilley, Senior Director
Alex Campbell, Senior Consultant
|
+44 (0) 20 3757 4998
|
Rothschild &
Co (Financial Adviser to
Bidco)
Gaurav Parkash
Peter Brierley
|
+44 (0) 20 7280 5000
|
FGS Global
(Communications adviser to Pollen
Street Capital)
Chris Sibbald
|
+44 (0) 7855 955 531
|
Slaughter and May is acting as legal adviser to
Pollen Street Capital. Walker Morris LLP is acting as legal adviser
to Mattioli Woods.
IMPORTANT
NOTICES
This announcement is for information purposes only and
is not intended to, and does not, constitute, or form part of, an
offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Mattioli
Woods in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains the full terms
and conditions of the Acquisition.
This announcement does not constitute a
prospectus or a prospectus-equivalent document.
If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to
seek your own independent financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or independent
financial adviser duly authorised under the FSMA, if you are
resident in the United Kingdom, or from another appropriately
authorised independent financial adviser if you are taking advice
in a territory outside the United Kingdom.
Notices relating to
financial advisers and nominated adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Bidco and for no‑one else
in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Rothschild & Co, nor for
providing advice in relation to any matter referred to in this
announcement.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Mattioli Woods and no-one else in
connection with the Acquisition described in this announcement and
accordingly will not be responsible to anyone other than Mattioli
Woods for providing the protections afforded to its clients nor for
providing advice in relation to the matters described in this
announcement.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as nominated adviser and corporate
broker exclusively for Mattioli Woods and for 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 referred to in this announcement and will not be
responsible to anyone other than Mattioli Woods for providing the
protections afforded to clients of Canaccord Genuity, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to in this announcement.
Singer Capital Markets Advisory LLP ("Singer"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as corporate broker exclusively for Mattioli Woods and
for 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 referred to in this announcement and will
not be responsible to anyone other than Mattioli Woods for
providing the protections afforded to clients of Singer, nor for
providing advice in relation to the contents of this announcement
or any other matter referred to in this announcement.
Overseas
Shareholders
This announcement has been prepared in accordance with
and for the purpose of complying with English law, the Code, the
Market Abuse Regulation, the AIM Rules and the Disclosure Guidance
and Transparency 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
other than England.
The release, publication or distribution of this
announcement in or into jurisdictions other than the United Kingdom
may be restricted by law and therefore any persons who are subject
to the law of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to Mattioli Woods
Shareholders who are not resident in and citizens of the United
Kingdom may be affected by the laws of the relevant jurisdictions
in which they are located or of which they are citizens. Persons
who are not resident in and citizens of the United Kingdom should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by
the Code, and permitted by applicable law and regulation, the
Acquisition is not being, and will not be made available, directly
or indirectly, in, into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means or
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving this announcement and all such
documents relating to the Acquisition (including, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any other means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer
shall not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas Shareholders
are contained in the Scheme Document.
Cautionary note
regarding forward-looking statements
This announcement (including information incorporated
by reference in this announcement), oral statements made regarding
the Acquisition, and other information published by Bidco and
Mattioli Woods contain certain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and/or Mattioli Woods (as
the case may be) about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
These forward-looking statements can be identified by
the fact that they do not relate only to historical or current
facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and
assessments made by Mattioli Woods and/or Bidco in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this announcement could cause actual results,
performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The
factors that could cause actual results to differ materially from
those described in the forward-looking statements, include, but are
not limited to: the ability to complete the Acquisition, the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms,
changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in
financial regulatory matters, changes in future exchange and
interest rates, changes in tax law or rates and future business
combinations or dispositions.
Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct and you are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither Mattioli Woods nor Bidco
assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any person who is
interested in 1 per cent. 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, 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 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 per cent. 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 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 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 Takeover 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 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Code will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) on Mattioli Woods' website at https://mattioliwoods.com/investor/recommended-offer
and Bidco's website at https://tiger.pollencap.com/
by no later than 12 noon (London time) on the business day
following the date of this announcement. For the avoidance of
doubt, the contents of these websites are not incorporated by
reference and do not form part of this announcement.
No profit forecasts, estimates or
quantified financial benefits statements
No statement in this announcement is intended as a
profit forecast, profit estimate or quantified benefits statement
for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Bidco
or Mattioli Woods for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Bidco or Mattioli Woods, as appropriate.
Rounding
Certain figures included in this announcement have
been subjected to rounding adjustments. Accordingly, figures shown
for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede them.
Requesting hard copy
documents
In accordance with Rule 30.3 of the Code, Mattioli
Woods Shareholders, persons with information rights and
participants in Mattioli Woods Share Plans may request a hard copy
of this announcement by contacting Mattioli Woods' registrars, Link
Group, by submitting a request by email at shareholderenquiries@linkgroup.co.uk,
or in writing to Link Group, Central Square, 29 Wellington Street,
Leeds LS1 4DL or by calling between 9.00 a.m. and 5.30 p.m., Monday
to Friday (except public holidays in England and Wales) on 0371 664
0321 if calling from the UK, or +44 (0) 371 664 0321 if calling
from outside the UK. Calls are charged at the standard geographical
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Please note
that Link Group cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training
purposes.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should
be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses
and certain other information provided by Mattioli Woods
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Mattioli Woods may
be provided to Bidco during the offer period as required under
Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of
the Code.