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Lombard Risk Mngment - Court sanction of the scheme of arrangement

RNS Number : 6721F
Lombard Risk Management PLC
22 February 2018
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

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

 

22 February 2018

 

RECOMMENDED CASH ACQUISITION

of

LOMBARD RISK MANAGEMENT PLC

by

VERMEG GROUP N.V.

 

to be implemented by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Court Sanction of the Scheme of Arrangement

 

The Boards of directors of Lombard Risk Management plc ("Lombard Risk") and Vermeg Group N.V. ("Vermeg") are pleased to announce that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended cash acquisition by Vermeg of the entire issued and to be issued ordinary share capital of Lombard Risk.

Next Steps

Lombard Risk confirms that the Scheme Record Time will be at 6.00 p.m. today, 22 February 2018. The Scheme Shareholders on Lombard Risk's register of members at the Scheme Record Time will, provided that the Scheme becomes Effective, be entitled to receive the Offer Price of 13 pence in cash for each Scheme Share held. Any amounts payable to Scheme Shareholders which include fractions of a penny will be rounded down to the nearest whole penny and such fractional entitlements will be disregarded.

It is anticipated that the Effective Date will be 23 February 2018, which is when the Scheme Court Order is expected to be delivered to the Registrar of Companies whereupon the entire issued ordinary share capital of Lombard Risk will be owned by Vermeg and a further announcement will be made at that time. Accordingly, there has been no change to the expected timetable of principal events for the Scheme set out on page 12 of the scheme document sent or otherwise made available to Ordinary Shareholders on 23 January 2018 in relation to the Scheme (the "Scheme Document").

Trading in the Ordinary Shares on AIM, operated by the London Stock Exchange, will therefore be suspended with effect from 7.30 a.m. (London time) on 23 February 2018. Application has been made to the London Stock Exchange for the cancellation of the admission to trading of the Ordinary Shares on AIM and, subject to the Scheme becoming Effective, such cancellation is expected to take effect at 7.00 a.m. (London time) on 26 February 2018.  

On the Effective Date, share certificates in respect of the Ordinary Shares will cease to be valid and entitlements to Ordinary Shares held within the CREST system will be cancelled.

Rule 2.9

In accordance with Rule 2.9 of the Code, Lombard Risk confirms that it will issue 3,840,899 new ordinary shares pursuant to the receipt of valid exercise notices in respect of outstanding options under the Lombard Risk Share Schemes that were exercised at less than the Offer Price.

An application has been made for the 3,840,899 new Ordinary Shares to be admitted to trading on AIM and admission is expected to take place on 23 February 2018. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares of Lombard Risk. Following the issue of the new Ordinary Shares, the total issued ordinary share capital of Lombard Risk will be 404,434,585 Ordinary Shares, all of which carry voting rights in Lombard Risk.

The above figure of 404,434,585 Ordinary Shares may be used by shareholders of Lombard Risk as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Lombard Risk under the disclosure obligations of the City Code. The International Securities Identification Number ("ISIN") of the Ordinary Shares is GB00B030JP46.

Definitions

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Enquiries:

 

 

Lombard Risk Management plc

Alastair Brown, Chief Executive Officer

Nigel Gurney, Chief Financial Officer

 

Tel: +44 (0) 207 593 6700

Quayle Munro Limited

(Lead Financial Adviser and Rule 3 Adviser to Lombard Risk)

Mark Fisher

Tim Shortland

Paul Tracey

 

 

Tel: +44 (0) 207 907 4200

WG Partners LLP

(Financial Adviser and Joint Broker to Lombard Risk)

David Wilson

Claes Spång

Chris Lee

 

Tel: +44 (0) 203 705 9330

finnCap Limited

(Nominated Adviser and Joint Broker to Lombard Risk)

Stuart Andrews

Carl Holmes

Scott Mathieson

 

Tel: +44 (0) 207 220 0500

Newgate Communications Limited

(PR Adviser to Lombard Risk)

Bob Huxford

Charlotte Coulson

James Ash

 

Tel: +44 (0) 207 653 9850

Vermeg Group N.V.

Badreddine Ouali, Chairman

Pascal Leroy, Chief Executive Officer

 

via Hudson Sandler on

Tel: +44 (0) 207 796 4133

Strand Hanson Limited

(Financial Adviser to Vermeg)

Stuart Faulkner

Matthew Chandler

James Dance

 

Tel: +44 (0) 207 409 3494

 

Eurohold, S.L.

(Strategic Adviser to Vermeg)

Bernard Demode

Sonja Fell

 

Hudson Sandler LLP

(PR Adviser to Vermeg)

Daniel de Belder

Nick Lyon

Bertie Berger

Tel: +33 (0) 1 78 42 36 26

 

 

 

 

 

Tel: +44 (0) 207 796 4133

 

 

 

 

Disclaimers

Quayle Munro, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser and Rule 3 adviser to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

WG Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser and joint broker to Lombard Risk in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as nominated adviser and joint broker to Lombard Risk and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Lombard Risk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

Strand Hanson, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Eurohold is acting exclusively as strategic adviser to Vermeg in connection with the Acquisition and matters set out in this announcement and for no-one else and will not regard any other person as its client in relation to the Acquisition and any other matter referred to in this announcement and will not be responsible to anyone other than Vermeg for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ordinary Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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. This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code 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 of jurisdictions outside of England and Wales.

Unless otherwise determined by Vermeg or required by the Code, and permitted by applicable law and regulation, the Acquisition 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 Scheme by any such use, means, instrumentality or form 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 all documents 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 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 Acquisition (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. If the Acquisition is implemented by way of a Takeover Offer, unless otherwise permitted by applicable law or regulation, the 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 the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of the Acquisition to Ordinary 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.

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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 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.

Publication on a website and availability of hard copies

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Lombard Risk's website at https://www.lombardrisk.com/investor-centre-2/, by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the content of such website is not incorporated into and does not form part of this announcement.

Ordinary Shareholders may request a hard copy of this announcement by contacting Computershare on +44 (0) 370 707 1125 between 8.30 a.m. to 5.30 p.m., Monday to Friday or by submitting a request in writing to Computershare at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Ordinary Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested.

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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