TIDMSHRE TIDMTTM
RNS Number : 8646P
Share PLC
12 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
12 June 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor and the ii
Group)
NOTICE OF COURT HEARING AND UPDATED SCHEME TIMETABLE
Further to Share plc's announcement on 11 June 2020, the boards
of Share plc and ii are pleased to announce that
the Court Hearing has now been scheduled to be heard on 30 June 2020.
The updated expected timetable of principal events is as
follows:
Event Time and/or date
Court Hearing 30 June 2020
Last day of dealings in, and for the 30 June 2020
registration of transfers of, Share
plc Shares
Last day of dealings in, and for the 30 June 2020
registration of transfers of, and
disablement in CREST of, Share plc
Shares
Scheme Record Time 6.00 p.m. on 30 June
2020
Dealings in Share plc Shares suspended 7.30 a.m. on 1 July
2020
Last time for Nominee Shareholders Noon on 1 July 2020
to notify Registrar of Underlying
Holders
Effective Date of the Scheme 3 July 2020(1)
Cancellation of admission to trading 7.00 a.m. on 6 July
on AIM of Share plc Shares 2020
Latest date for (i) dispatch of cheques By no later than 17
or settlement through CREST in respect July 2020
of the cash element of the Offer Consideration;
(ii) dispatch of share certificates
in respect of New ii Shares; and (iii)
payment of Share plc Share Schemes
Offer Consideration
Long Stop Date 30 September 2020(2)
(1) The Scheme will become Effective pursuant to its terms upon
the Court Order being delivered to the Registrar of Companies.
(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 ii and Share plc may, with the consent of the Panel, agree
and, if required, the Court may allow.
The above dates and times associated with the Scheme may be
subject to further change and will depend, among other things, upon
the date upon which: (i) the Conditions to the Scheme are satisfied
or waived; (ii) the Court sanctions the Scheme; and (iii) the Court
Order is delivered to the Registrar of Companies. Share plc will
give adequate notice of any further updates or changes these dates
and times, when known, by issuing a further announcement through a
Regulatory Information Service. All times shown in this
announcement are London times, unless otherwise stated.
General
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
MSCEALKAFLEEEFA
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June 12, 2020 10:43 ET (14:43 GMT)
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