TIDMSHRE TIDMTTM
RNS Number : 6012P
Share PLC
11 June 2020
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
11 June 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor and the ii
Group)
Update on Conditions
On 17 February 2020 the Boards of ii and Share plc announced
that they had reached agreement on the terms of a recommended offer
for the entire issued and to be issued share capital of Share plc
(the "Offer") to be effected by a scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme").
On 8 April 2020 ii and Share plc announced that the resolutions
required to implement the Scheme had been passed by the requisite
majorities at the Court Meeting and the General Meeting.
Share plc and ii are now pleased to announce that the Financial
Conduct Authority ("FCA") has given the required approval for the
change of control of The Share Centre Limited which would take
place as a result of the Offer.
Whilst all required regulatory approvals have now been received,
the Scheme remains subject to sanction by the Court at the Court
Hearing, the delivery of a copy of the Court Order to the Registrar
of Companies and the satisfaction (or, where applicable, waiver) of
the other Conditions to and terms of the Scheme and the Offer (set
out in Parts A and B of Part 4 of the scheme document relating to
the Offer published and posted to Share plc Shareholders on 13
March 2020 (the "Scheme Document")).
Share plc will give adequate notice of the date and time of the
Court Hearing, which is expected to be held within 21 days of this
announcement, by issuing a further announcement through a
Regulatory Information Service. The expected timetable of principal
events for the implementation of the Scheme remains as set out on
pages 9 and 10 of the Scheme Document. If any of the dates and/or
times in the expected timetable change, the revised dates and/or
times will be notified by announcement through a Regulatory
Information Service and made available on the Share plc
website.
Terms used but not defined in this announcement shall have the
meaning given to them in the Scheme Document.
Enquiries:
ii/Interactive Investor
Richard Wilson Tel: +44 (0) 207 930 0777
Barry Bicknell
Rothschild & Co (Financial Adviser to ii)
Stephen Fox Tel: +44 (0) 20 7280 5000
Toby Ross
Peter Brierley
TB Cardew (PR Adviser to ii)
Tom Allison Tel: +44 (0) 20 7930 0777
Shan Shan Willenbrock
Share plc
Gavin Oldham OBE, Executive Chairman Tel: +44 (0) 1296
414141
Richard Stone, Chief Executive
Mike Birkett, Finance Director
Stephens (Financial Adviser to Share plc)
Hugh Elwes Tel: +44 (0) 20 3757 9900
Jake Delaney
Cenkos Securities plc (Nominated Adviser and broker to Share
plc)
Mark Connelly Tel: +44 (0) 20 7397 8900
Katy Birkin
KTZ Communications (Financial Public Relations Adviser to Share
plc)
Katie Tzouliadis Tel: +44 (0) 20 3178 6378
Dan Mahoney
Important notices
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to ii and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than ii for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in connection with any matter referred to herein. Neither
Rothschild & Co nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild & Co in connection
with this announcement, any statement contained herein, the Offer
or otherwise.
Stephens Europe Limited ("Stephens"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser to Share plc and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Share plc for providing the protections afforded
to clients of Stephens nor for providing advice in connection with
any matter referred to herein. Neither Stephens nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Stephens in connection with this announcement, any statement
contained herein, the Offer or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as nominated
adviser and broker to Share plc and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Share plc for providing the
protections afforded to clients of Cenkos nor for providing advice
in connection with any matter referred to herein. Neither Cenkos
nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Cenkos in connection with this announcement, any
statement contained herein, the Offer or otherwise.
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Share plc in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or a prospectus equivalent document.
Publication of this Announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on ii.co.uk/share and
https://www.share.com/share-plc.
The contents of Interactive Investor's website and Share plc's
website are not incorporated into and do not form part of this
announcement.
Share plc shareholders may request a hard copy of this
announcement and the Scheme Document (and any information
incorporated by reference in the Scheme Document) by contacting
Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire,
HP21 8SZ or by telephoning 01296 414141 or by emailing
agm@share.co.uk. Share plc Shareholders may also request that all
future documents, announcements and information in relation to the
Offer be sent in hard copy form.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAEKEFFSEEAA
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