TIDMCCAP
RNS Number : 7985O
Charlemagne Capital Limited
10 November 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
10 November 2016
RECOMMED CASH OFFER
by
FIERA CAPITAL CORPORATION
for
CHARLEMAGNE CAPITAL LIMITED
Publication of Scheme Circular
On 30 September 2016, the board of directors of Charlemagne
Capital Limited ("Charlemagne Capital") announced that they had
reached agreement with Fiera Capital Corporation ("Fiera Capital")
on the terms of a recommended cash transaction, comprising: (i) an
offer by 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"). Under the
terms of the Transaction, Charlemagne Capital Shareholders will be
entitled to receive 14 pence in cash in aggregate for each
Charlemagne Capital Share held comprising:
-- 11 pence in cash for each Scheme Share (payable by Fiera Capital); and
-- 3 pence in cash per Scheme Share pursuant to a special
dividend payable by Charlemagne Capital, which will be conditional
on the Scheme (as defined below) becoming effective (the "Special
Dividend").
It is intended that the Transaction will be implemented by way
of a court sanctioned Scheme of Arrangement under section 86 of the
Companies Law (2016 Revision) of the Cayman Islands (the
"Scheme").
Further to the above announcement, the board of directors of
Charlemagne Capital gives notice that the circular relating to the
Transaction (the "Scheme Circular") has been published and was
posted to Charlemagne Capital Shareholders on 9 November 2016.
The Scheme Circular also contains the notice of the Court
Meeting of Charlemagne Capital Shareholders that is being convened
in connection with the Scheme and which will be held at 11 a.m.
(London time) on Friday, 2 December 2016 at The Claremont Hotel,
18-22 Loch Promenade, Douglas, Isle of Man IM1 2LX (the "Court
Meeting"). Further details of the expected timetable of principal
events are set out below and in the Scheme Document.
Charlemagne Capital intends to apply to the London Stock
Exchange for the cancellation of the admission of the Charlemagne
Capital Shares to trading on AIM with effect from the time at which
the Scheme has become effective in accordance with its terms or as
soon as practicable thereafter.
It is intended that dealings in Charlemagne Capital Shares will
be suspended at 7.30am on 13 December 2016, being the date of the
Court Hearing to sanction the Scheme and being prior to the
cancellation of the Charlemagne Capital Depositary Interests and
entry of the names of their holders on the Register as holders of
corresponding numbers of ordinary shares of Charlemagne Capital in
accordance with the arrangements described in the Scheme
Circular.
A copy of the Scheme Circular is, and will continue to be,
available free of charge on Charlemagne Capital's website,
www.charlemagnecapital.com, until the Effective Date. Capitalised
terms used but not defined in this announcement have the same
meanings as given to them in the Scheme Circular.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or date
Latest time for receipt of 11.00 a.m. on 29
Form of Direction for the Court November 2016
Meeting
Latest time for receipt of 11.00 a.m. on 30
Form of Proxy for the Court November 2016
Meeting
Voting Record Time 11:59 p.m. on 30
November 2016
Court Meeting 11.00 a.m. on 2
December 2016
The following dates are provided
by way of indicative guidance
only, are subject to change
and will depend, amongst other
things, on the date on which
the Conditions (in particular,
the Conditions relating to
the approvals from the AMF,
the FCA and the Isle of Man
FSA) are satisfied or, if capable
of waiver, waived. Updates
or changes to other times or
dates indicated below shall
be notified by an announcement
through a Regulatory Information
Service and published on Charlemagne
Capital's website at www.charlemagnecapital.com:
Registration of transfers of 6.00 p.m. on 12
Charlemagne Capital Shares December 2016
suspended (except pursuant
to the cancellation of the
Charlemagne Capital Depositary
Interests and pursuant to the
Scheme)
Suspension of dealings in Charlemagne 7.30 a.m. on 13
Capital Shares December 2016
Court Hearing to sanction the 10.00 a.m. (Cayman
Scheme Islands time) 13
December 2016
Cancellation of Charlemagne By 6.00 p.m. on
Capital Depositary Interests 13 December 2016
and entry of holders on the
Register
Special Dividend Record Time The time immediately
after the cancellation
of the Charlemagne
Capital Depositary
Interests and entry
of the names of
their holders on
the Register as
holders of corresponding
numbers of ordinary
shares of Charlemagne
Capital in accordance
with the arrangements
described in the
Scheme Document.
Effective Date 14 December 2016
Entry of Fiera Capital on the 14 December 2016
Register as holder of the Scheme
Shares
Cancellation of admission of By no later than
and dealings in Charlemagne 7:00 am on 15 December
Capital Shares on AIM 2016
Latest date for despatch of Within 14 days
cheques and/or crediting of after the Effective
CREST accounts and/or making Date
of BACS payments in respect
of the Offer Price
Latest date for despatch of Within 14 days
cheques and/or crediting of after the Effective
CREST accounts and/or making Date
of BACS payments in respect
of the Special Dividend
Longstop Date 28 February 2017
Unless otherwise stated, all references to time
in this announcement are to London time.
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
Important Notices
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.
Forward-looking statements
This announcement contains a number of forward-looking
statements relating to the Fiera Capital Group and the Charlemagne
Capital Group with respect to, among other matters, the following:
financial condition; results of operations; the respective
businesses of the Fiera Capital Group and the Charlemagne Capital
Group; the economic conditions in which the Fiera Capital Group and
the Charlemagne Capital Group operate; benefits of the Transaction
and management plans and objectives. Fiera Capital and Charlemagne
Capital consider any statements that are not historical facts to be
"forward-looking statements". Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, identify forward looking
statements. These forward-looking statements involve a number of
risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Due to such risks and
uncertainties, readers are cautioned not to place undue reliance on
such forward-looking statements.
Forward-looking statements only speak as of the date on which
they are made, and the events discussed herein may not occur.
Subject to compliance with applicable law and regulation, neither
Fiera Capital nor Charlemagne Capital undertakes any obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise.
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 and the Scheme Document (and any
document incorporated by reference therein) 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 by no later than 12 noon (London time) on
Thursday 10 November 2016. For the avoidance of doubt, the contents
of these websites are not and do not form part of the Scheme
Circular or this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCLLFVDLVLAIIR
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