TIDMFCAP TIDMCNKS
RNS Number : 6987L
finnCap Group PLC
07 September 2023
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
7 September 2023
RECOMMED ALL-SHARE MERGER
of
Cenkos SECURITIES PLC
and
finncap GROUP PLC
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
SCHEME OF ARRANGEMENT becomes effective
On 23 March 2023, the board of Cenkos Securities plc ("Cenkos")
and the board of finnCap Group plc ("finnCap") announced that they
had reached agreement on the terms and conditions of a recommended
all-share merger between Cenkos and finnCap (the "Merger"), to be
effected by means of a court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"). The circular in
relation to the Scheme was published on 20 April 2023 (the "Scheme
Document").
On 5 September 2023, Cenkos announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme sanction Court hearing held on 5 September 2023.
The Boards of Cenkos and finnCap are pleased to announce that
the Scheme has today become Effective in accordance with its terms,
following delivery of the Court Order to the Registrar of
Companies, and Cenkos is now a wholly-owned subsidiary of
finnCap.
Settlement
Under the terms of the Scheme, Scheme Shareholders on the
register of members of Cenkos at the Scheme Record Time, being 6.00
pm on 6 September 2023, are entitled to receive 3.19420647 New
finnCap Shares for every Scheme Share held. Fractions of New
finnCap Shares will not be issued to Scheme Shareholders and
entitlements will be rounded down to the nearest whole number of
New finnCap Shares so that all fractions of New finnCap Shares will
be disregarded. Application has been made for the New finnCap
Shares to be admitted to trading on AIM at 8.00 am on 8 September
2023. CREST accounts of Cenkos Shareholders will be credited with
New finnCap Shares at or soon after 8.00 am on 8 September 2023.
Despatch of share certificates for the New finnCap Shares will
occur within 14 days of the Effective Date.
Suspension and cancellation of trading
Trading in Cenkos Shares on AIM was suspended with effect from
7.30 am on 7 September 2023. Following the application by Cenkos to
the London Stock Exchange, the cancellation of admission to trading
of Cenkos Shares on AIM is expected to be effective as of 7.00 am
on 8 September 2023.
Cenkos board resignations
As the Scheme has now become Effective, Cenkos duly announces
that, as of today's date, Lisa Gordon, Andrew Boorman and Jeremy
Miller have tendered their resignations and have stepped down from
the Cenkos board.
Name Change
Following the Effective Date, finnCap intends to apply to the
Registrar of Companies to change finnCap's name to Cavendish
Financial plc (the "Name Change"). Following the Name Change
becoming effective, the Combined Group will be known as Cavendish
and finnCap will adopt "CAV" as a new stock ticker. A further
announcement will be made when the name change becomes effective;
until such time, trading will continue under the "FCAP" stock
ticker.
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meanings given to them in the Scheme
Document.
All references to times in this announcement are to London time,
unless otherwise stated.
Enquiries:
finnCap Tel: +44 (0)20 7220
John Farrugia, Chief Executive Officer 0500
Richard Snow, Chief Financial Officer investor.relations@finncap.com
Henrik Persson, Strategic PLC Advisory
Cenkos Tel: +44 (0)207 397
Lisa Gordon, Chair 8900
Julian Morse, Chief Executive Officer
Ben Procter, Chief Financial Officer
Jeremy Osler, Head of Corporate Finance
& General Counsel
SPARK Advisory Partners Tel: +44 (0)203 368
(Financial Adviser and Nominated Adviser 3552
to Cenkos)
Matt Davis/Adam Dawes
Grant Thornton (Nominated Adviser to Tel: +44 (0)20 7383
finnCap) 5100
Philip Secrett/Samantha Harrison/Samuel
Littler
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0)20 3179
Mike Seabrook 5344
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0)20 7220
Tim Redfern 0500
Hudson Sandler (PR Adviser to finnCap)
Dan de Belder Tel: +44 (0)7977 927142
Rebekah Chapman Tel: +44 (0)7702 596674
The Nisse Consultancy (PR Adviser to Tel: +44 (0) 7769 688618
Cenkos)
Travers Smith LLP is acting as legal adviser to finnCap and
Simmons & Simmons LLP is acting as legal adviser to Cenkos.
Important notice about financial adviser
SPARK Advisory Partners Limited (" SPARK Advisory Partners "),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA"), is acting as financial adviser
to Cenkos and for no one else in connection with the Merger and
will not be responsible to anyone other than Cenkos for providing
the protections afforded to its clients nor for providing advice in
relation to the Merger, the contents of this announcement or any
other matters referred to in this announcement.
Grant Thornton UK LLP ("Grant Thornton") is authorised and
regulated in the United Kingdom by the FCA and is acting as
nominated adviser for finnCap and no one else in connection with
the Merger and will not regard any other person as its client in
relation to the Merger and will not be responsible to anyone other
than finnCap for providing the protections afforded to clients of
Grant Thornton or for providing advice in relation to the Merger,
the contents of this announcement or any other matters referred to
in this announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Merger or otherwise,
nor shall there be any purchase, sale, issuance or exchange of
securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale issuance or exchange is unlawful.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Overseas jurisdictions
This announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law, the AIM Rules, the Takeover
Code, the Market Abuse Regulation (EU 596/2014) (which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018) 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 outside England and Wales. Nothing in
this announcement should be relied on for any other purpose.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any
persons into whose possession this announcement comes should inform
themselves of, and observe, such restrictions. In particular the
ability of persons who are not resident in the United Kingdom to
vote their Cenkos Shares at the Court Meeting or General Meeting,
or to appoint another person as proxy to vote at the Court Meeting
or General Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. Further
details in relation to the Overseas Shareholders are contained in
the Scheme Document. Any failure to comply with any such
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 Merger
disclaim any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by finnCap or required by the
Takeover Code, and permitted by applicable law and regulation, New
finnCap Shares to be issued pursuant to the Merger shall 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 Scheme by
any such means from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction and no person may vote in favour of the Merger
by use of mail or any other means of instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Merger are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Merger (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. Doing so may
render invalid any related purported vote in respect of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), such Takeover
Offer may not be made, directly or indirectly, in or into, or by
use of mail or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and such Takeover Offer
will not be capable of acceptance by any such use, means,
instrumentality or facilities from within any Restricted
Jurisdiction.
The availability of New finnCap Shares pursuant to the Merger to
Cenkos Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements. To the fullest extent permitted by applicable law,
the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Further details in relation to Cenkos Shareholders in overseas
jurisdictions are contained in the Scheme Document.
The Merger shall be subject to the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the AIM
Rules, the FCA and the Registrar of Companies.
Additional information for US investors
Cenkos Shareholders in the United States should note that the
Merger relates to the shares of an English company with a listing
on AIM and is proposed to be effected by means of a scheme of
arrangement under English law. This announcement, the Scheme
Document and certain other documents relating to the Merger have
been or will be prepared in accordance with English law, the
Takeover Code and UK disclosure requirements, format and style, all
of which differ from those in the United States. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Merger is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, finnCap exercises the right
to implement the Merger by way of a Takeover Offer and determines
to extend such Takeover Offer into the United States, any such
Takeover Offer will be made in compliance with applicable United
States laws and regulations, including any applicable exemptions
under the US Exchange Act and the US Securities Act.
Cenkos' financial statements, and all financial information
included in this announcement, the Scheme Document or any other
documents relating to the Merger, have been or will be prepared in
accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies
whose financial statements are prepared in accordance with US
generally accepted accounting principles.
Each Cenkos Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Merger applicable to them.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since finnCap
and Cenkos are located in countries other than the United States,
and some or all of their officers and directors may be residents of
countries other than the United States. US holders may not be able
to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The Merger is intended to be implemented pursuant to a scheme of
arrangement under the laws of England, the New finnCap Shares to be
issued as part of the Merger will be issued in reliance on the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof. Cenkos will advise the
Court that its sanction of the scheme of arrangement will be relied
upon by finnCap and Cenkos as an approval of the scheme of
arrangement following a hearing on its fairness to Cenkos
Shareholders at which hearing all such shareholders are entitled to
attend in person or through counsel to support or oppose the
sanctioning of the scheme of arrangement and in respect of which
notification has been given to all Cenkos Shareholders.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, (to the extent applicable)
finnCap, certain affiliated companies and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements
to purchase, shares in Cenkos outside of the United States, other
than pursuant to the Merger, until the date on which the Merger
and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in
private transactions at negotiated prices and comply with
applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Neither the United States Securities and Exchange Commission nor
any US state securities commission has approved or disapproved the
Merger, passed upon the merits or fairness of the Merger or passed
any opinion upon the accuracy, adequacy or completeness of this
announcement (nor will it do so in respect of the Scheme Document).
Any representation to the contrary is a criminal offence in the
United States.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Merger, and other information published by finnCap, Cenkos, any
member of the Wider finnCap Group or any member of the Wider Cenkos
Group may contain 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 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.
The forward looking statements contained in this announcement
include statements relating to the expected effects of the Merger
on finnCap, Cenkos, any member of the Wider finnCap Group or any
member of the Wider Cenkos Group (including their future prospects,
developments and strategies), the expected timing and scope of the
Merger and other statements other than historical facts. Often, but
not always, forward looking statements can be identified by the use
of forward looking words such as "prepares", "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "intends", "cost-saving", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of finnCap's,
Cenkos', any member of the Wider finnCap Group's or any member of
the Wider Cenkos Group's operations and potential synergies
resulting from the Merger; and (iii) the effects of global economic
conditions and governmental regulation on finnCap's, Cenkos', any
member of the Wider finnCap Group's or any member of the Wider
Cenkos Group's business.
Although finnCap and Cenkos believe that the expectations
reflected in such forward looking statements are reasonable,
finnCap, Cenkos, the Wider finnCap Group and the Wider Cenkos Group
can give no assurance that such expectations will prove to be
correct. By their nature, forward looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward looking
statements.
These factors include, but are not limited to: the ability to
complete the Merger; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which finnCap, Cenkos, the Wider
finnCap Group and/or the Wider Cenkos Group operate; weak, volatile
or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which finnCap,
Cenkos, the Wider finnCap Group and/or the Wider Cenkos Group
operate; and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors.
Neither finnCap, Cenkos, the Wider finnCap Group nor the Wider
Cenkos Group, nor any of their respective associates or directors,
officers or advisers, provide any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward looking statements in this announcement will actually
occur. Given these risks and uncertainties, potential investors are
cautioned not to place any reliance on these forward looking
statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated.
Other than in accordance with their legal or regulatory
obligations, neither finnCap, Cenkos, the Wider finnCap Group nor
the Wider Cenkos Group is under any obligation, and each such
person expressly disclaims any intention or obligation to update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on Cenkos' website
at www.cenkos.com/investors and finnCap's website at
https://announcements.finncap.com/merger/ by no later than 12.00
p.m. on the Business Day following this announcement. For the
avoidance of doubt, neither the content of Cenkos' website nor
finnCap's website is incorporated into, or forms part of, this
announcement.
Any person entitled to receive a copy of documents,
announcements and information relating to the Merger is entitled to
receive such documents in hard copy form free of charge. 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. A person may request that all
future documents, announcements and information in relation to the
Merger are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Cenkos
Shareholders, persons with information rights and participants in
Cenkos Share Plans may request a hard copy of this announcement by
contacting, Link Asset Services, Cenkos' Registrars on 0371 664
0321 (or +44 371 664 0321 if calling from outside the UK). Calls
are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate.
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 or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or,
if not, from another appropriate authorised independent financial
adviser.
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END
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