TIDMASTO TIDMRIV
RNS Number : 2107F
AssetCo PLC
18 March 2022
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
THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 March 2022
ASSETCO PLC
("AssetCo" or the "Company")
Publication of Admission Document and Notice of General Meeting
in connection with the recommended all-share acquisition of River
and Mercantile Group PLC
The Board of AssetCo is pleased to announce that it has today
published its Admission Document which includes the Notice of
General Meeting. The Admission Document is available on the
Company's website at www.assetco.com and will be posted to AssetCo
Shareholders later today.
As announced on 25 January 2022, the Admission Document is
required as the recommended all-share acquisition of River and
Mercantile Group PLC ("RMG") by the Company constitutes a reverse
takeover for the purposes of the AIM Rules.
The Board of AssetCo will seek the approval of AssetCo
Shareholders for the Acquisition at the General Meeting to be held
on 13 April 2022 at 11.15am. The Acquisition is also conditional on
the approval of AssetCo Shareholders to the granting of authorities
necessary for the AssetCo Directors to allot the New Ordinary
Shares being issued as consideration under the terms of the
Acquisition. Such authorities will be put to the AssetCo
Shareholders at the General Meeting.
The Acquisition is to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act and the Scheme Document was published by RMG on 8
March 2022. As detailed in the Scheme Document there are number of
Conditions which need to be met in order for the Scheme to become
effective, including: approval by the FCA of the change of control
under FSMA, RMG having completed the Return of Capital and
Admission.
The current expected timetable of principal events is set out in
the Admission Document and below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2022
Acquisition Announcement published 25 January
Date of the Admission Document 18 March
Date of the RMG Meetings 1 April
Date of the General Meeting 13 April
Date of the RMG Sanction Hearing A date expected to be
during the second quarter
of 2022, subject to
the satisfaction (or,
if applicable, waiver)
of the Conditions (other
than Conditions 1 and
2(c)) (D)
Effective Date of the Scheme D + 2 Business Days
Admission expected to become effective At or soon after 8.00
and dealings expected to commence in a.m. on D + 3 Business
the Enlarged Share Capital on AIM Days
CREST accounts of RMG Scheme Shareholders At or soon after 8.00
credited with New Ordinary Shares a.m. on D + 3 Business
Days (but not later
than 14 days after the
Effective Date)
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Admission
Document.
Enquiries
AssetCo plc
Peter McKellar, Deputy Chairman
Campbell Fleming, CEO
James Thorneley, Head of Communications +44 (0) 77 5800 5141
Numis (Financial Adviser to AssetCo)
Stephen Westgate
Alec Pratt +44 (0) 20 7260 1000
Arden (Nominated Adviser and Broker
to AssetCo)
John Llewellyn-Lloyd
Louisa Waddell
Elliot Mustoe +44 (0) 20 7614 5900
Maitland/AMO (PR Adviser to AssetCo)
Neil Bennett
Rachel Cohen +44 (0) 20 7379 5151
Summary of the Acquisition
On 25 January 2022 the Board of AssetCo and the Independent RMG
Directors announced that they had reached agreement on the terms
and conditions of a recommended all-share acquisition by AssetCo of
the entire issued and to be issued ordinary share capital of RMG
other than the RMG Shares already beneficially owned by AssetCo.
The Acquisition is to be implemented by means of a scheme of
arrangement under Part 26 of the Companies Act.
The Acquisition constitutes a reverse takeover for AssetCo for
the purposes of the AIM Rules and as such is conditional inter alia
on approval by AssetCo Shareholders of the Acquisition at the
General Meeting and AssetCo Shareholders voting in favour of the
resolution giving the Directors necessary authorisation to allot
the New Ordinary Shares to be issued as consideration under the
terms of the Acquisition.
The purpose of the Admission Document is to explain the
background to and the reasons for the Acquisition, to explain why
the Board considers the Acquisition to be in the best interests of
the Company and the AssetCo Shareholders as a whole and why the
Directors unanimously recommend that AssetCo Shareholders vote in
favour of the AssetCo Resolutions to be proposed at the General
Meeting.
The Scheme Document, containing details of the Acquisition and
the Scheme, was posted to RMG Scheme Shareholders on 8 March 2022
and includes notices of the RMG Meetings. The Scheme Document
explains why the Independent RMG Directors consider the terms of
the Acquisition to be fair and reasonable. The Independent RMG
Directors who hold, or are otherwise beneficially interested in,
RMG Shares and RMG's former CEO, James Barham have irrevocably
undertaken to vote in favour of the Scheme at the Court Meeting and
the RMG Resolution at the RMG General Meeting in respect of their
own beneficial holdings of, in aggregate, 1,857,208 RMG Shares
representing approximately 2.17 per cent. of RMG's issued share
capital on 4 March 2022.
General Meeting
Notice of the General Meeting is set out in the Admission
Document. The General Meeting is to be held at 11.15 a.m. on 13
April 2022 (or as soon thereafter as the Annual General Meeting
convened for 11.00 a.m. on the same date shall have concluded or
been adjourned).
At the General Meeting, the following Resolutions will be
proposed:
-- Resolution 1: to approve the Acquisition; and
-- Resolution 2: to authorise the Directors to allot and issue
Ordinary Shares and to exercise any power of the Company to allot
Ordinary Shares in the capital of the Company or grant rights to
subscribe for or to convert any security into Ordinary Shares up to
an aggregate nominal amount of GBP624,448.80.
Irrevocable Undertakings
The Directors have irrevocably undertaken to vote in favour of
the Resolutions to be proposed at the General Meeting in respect of
their own (or their close relatives' related trusts' and connected
persons') beneficial holdings of 1,336,378 Ordinary Shares
representing, in aggregate, approximately 15.86 per cent. of the
Company's issued share capital on 17 March 2022.
In addition to the irrevocable undertakings referred to above,
the Company has received irrevocable undertakings to vote in favour
of the Resolutions to be proposed at the General Meeting from
Shareholders in respect of a total of 2,969,868 Ordinary Shares
representing, in aggregate, approximately 35.25 per cent. of the
Company's issued share capital on 17 March 2022.
The Company therefore has received irrevocable undertakings to
vote in favour of the Resolutions to be proposed at the General
Meeting in respect of a total of 4,306,246 Ordinary Shares
representing, in aggregate, approximately 51.11 per cent. of the
Company's issued share capital on 17 March 2022.
Admission, settlement and dealings
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. It is
expected that Admission will become effective and that dealings in
the Enlarged Share Capital will commence on AIM on a date expected
to be during the second quarter of 2022 subject to the satisfaction
(or, if applicable waiver) of the Conditions.
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END
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Assetco (LSE:ASTO)
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Assetco (LSE:ASTO)
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