Lombard Risk Mngment - Court sanction of the scheme of arrangement
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
RECOMMENDED CASH ACQUISITION
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 confirms that the Scheme Record Time will be at
It is anticipated that the Effective Date will be
Trading in the Ordinary Shares on AIM, operated by the
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.
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
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.
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.
Tel: +44 (0) 207 593 6700
(Lead Financial Adviser and Rule 3 Adviser to Lombard Risk)
Tel: +44 (0) 207 907 4200
(Financial Adviser and Joint Broker to Lombard Risk)
Tel: +44 (0) 203 705 9330
(Nominated Adviser and Joint Broker to Lombard Risk)
Tel: +44 (0) 207 220 0500
(PR Adviser to Lombard Risk)
Tel: +44 (0) 207 653 9850
Tel: +44 (0) 207 796 4133
(Financial Adviser to Vermeg)
Tel: +44 (0) 207 409 3494
(Strategic Adviser to Vermeg)
(PR Adviser to Vermeg)
Tel: +33 (0) 1 78 42 36 26
Tel: +44 (0) 207 796 4133
Quayle Munro, which is authorised and regulated in the
finnCap, which is authorised and regulated in the
Strand Hanson, which is authorised and regulated in the
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.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the
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
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
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
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 (
Ordinary Shareholders may request a hard copy of this announcement by contacting Computershare on +44 (0) 370 707 1125 between
Save as otherwise referred to above, a hard copy of this announcement will not be sent unless requested.
This information is provided by RNS
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