Lighthouse Group PLC Satisfaction of FCA Condition (1988A)
25 5월 2019 - 1:20AM
UK Regulatory
TIDMLGT TIDMQLT
RNS Number : 1988A
Lighthouse Group PLC
24 May 2019
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
24 May 2019
RECOMMENDED CASH OFFER
for
Lighthouse Group plc
by
Intrinsic Financial Services Limited,
a wholly-owned indirect subsidiary of Quilter plc
SATISFACTION OF FCA CONDITION
On 3 April 2019, the boards of Quilter plc, Intrinsic Financial
Services Limited ("Intrinsic") and Lighthouse Group plc
("Lighthouse") announced that they had reached an agreement on the
terms of a recommended cash offer to be made by Intrinsic for
Lighthouse pursuant to which Intrinsic would acquire the entire
issued and to be issued ordinary share capital of Lighthouse (the
"Acquisition"). The Acquisition is being implemented by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). On 10 May 2019, Lighthouse announced that the Scheme was
approved by a majority in number of Lighthouse Scheme Shareholders,
who voted and were entitled to vote, either in person or by proxy,
and who together represented over 75 per cent. by value of the
votes cast.
Lighthouse and Intrinsic are pleased to announce that the FCA
has given notice in writing that it has determined to approve the
Acquisition. The Condition related to such approval has therefore
been satisfied.
Completion of the Acquisition remains subject to the
satisfaction or, if applicable, waiver of the other Conditions set
out in the Scheme Document, including the Court sanction of the
Scheme.
The Court Hearing has been scheduled to be heard on 10 June
2019. An updated Expected Timetable of Principal Events is set out
below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Scheme.
Event Time and/or date(1)
Court Hearing 10 June 2019
Last day of dealings in, and for 11 June 2019
registration of transfers of, and
disablement in CREST of, Lighthouse
Shares
Scheme Record Time 6.00 pm on 11 June 2019
Suspension of dealings in Lighthouse 7.30 am on 12 June 2019
Shares
Effective Date 12 June 2019
Cancellation of admission to trading 7.00 am on 13 June 2019
of Lighthouse Shares
Settlement of the consideration By no later than 26 June
payable under the Acquisition 2019
Long-Stop Date 30 September 2019(2)
1. These times and dates are indicative only and will depend,
among other things, on the date on which: (i) the Court sanctions
the Scheme; and (ii) the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies. Lighthouse will give
notice of the change(s) by issuing an announcement through a
Regulatory Information Service and, if required by the Panel, send
notice of the change(s) to Lighthouse Shareholders and other
persons with information rights and, for information only, to
holders of options under the Lighthouse LTIP.
2. This is the last date on which the Scheme may become
Effective unless Intrinsic and Lighthouse, with the consent of the
Panel and, if required, the approval of the Court, agree in writing
a later date.
Defined terms used but not defined in this announcement have the
meaning given to them in the scheme circular sent to Lighthouse
Shareholders on 15 April 2019.
Enquiries:
Intrinsic/Quilter
Kathleen Gallagher (Corporate Communications Tel: +44 (0) 799
Manager) 000 4932
John-Paul Crutchley (Head of Investor Relations) Tel: +44 (0) 207
002 7016
J.P. Morgan Cazenove (financial adviser
to Intrinsic and Quilter)
Ed Squire / Rajesh Iyer Tel: +44 (0) 207
742 4000
Kirshlen Moodley / Henry Capper
Lighthouse
Richard Last (Chairman) Tel: +44 (0) 207
065 5640
Malcolm Streatfield (Chief Executive Officer)
Peter Smith (Finance Director)
Investec Bank plc (financial adviser to
Lighthouse)
Andrew Pinder / William Godfrey / David Tel: +44 (0) 207
Bickerstaffe 597 5970
finnCap Limited (Nominated Adviser and Broker
to Lighthouse)
Julian Blunt /Hannah Boros Tel: +44 (0) 207
220 0500
IFC Advisory Limited (public relations adviser
to Lighthouse)
Graham Herring / Heather Armstrong / Florence Tel: +44 (0) 203
Chandler 934 6630
IMPORTANT NOTICES
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its U.K. investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the PRA and regulated by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Intrinsic and Quilter and no one else in
connection with the matters set out in this announcement and will
not regard any other person as its client in relation to the
matters set out in this announcement and will not be responsible to
anyone other than Intrinsic and Quilter for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, or for providing advice in relation to any matter
referred to herein.
Investec Bank plc ("Investec"), which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the PRA and is
acting exclusively for Lighthouse and no one else in relation to
the matters set out in this announcement and will not be
responsible to anyone other than Lighthouse for providing the
protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other
matter or arrangement referred to herein.
Publication on websites and availability of hard copies
This announcement is available free of charge on Quilter's
website at www.quilter.com/lighthousegroupoffer and on Lighthouse's
website at www.lighthousegroup.plc.uk/investor-relations/.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPEAKSLAFLNEFF
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May 24, 2019 12:20 ET (16:20 GMT)
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