TIDMLRM
RNS Number : 5873C
Lombard Risk Management PLC
23 January 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
23 January 2018
RECOMMED 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
Publication and Posting of Scheme Document
On 11 January 2018, the boards of directors of Vermeg Group N.V.
("Vermeg") and Lombard Risk Management plc ("Lombard Risk")
announced that they had reached agreement on the terms of a
recommended cash offer pursuant to which Vermeg intends to acquire
the entire issued and to be issued ordinary share capital of
Lombard Risk (the "Acquisition"). The Acquisition is being effected
by means of a Court sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").
Further to that announcement, the board of Lombard Risk is
pleased to announce that it is publishing and posting the scheme
document in relation to the Acquisition (the "Scheme Document"),
together with the related Forms of Proxy to Ordinary Shareholders
today. The Scheme Document sets out, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, a letter from
the Non-Executive Chairman of Lombard Risk, notices of the required
Meetings, the expected timetable of principal events and details of
the action to be taken by Scheme Shareholders.
As described in the Scheme Document, to become Effective the
Scheme will require, amongst other things, the approval of Scheme
Shareholders at the Court Meeting and the passing of a special
resolution at the General Meeting, and then the sanction of the
Court. Both the Court Meeting and the General Meeting will be held
at the offices of Lombard Risk at 7th Floor, 60 Gracechurch Street,
London EC3V 0HR on 16 February 2018 with the Court Meeting to
commence at 11.00 a.m. and the General Meeting to commence at 11.15
a.m. (or as soon thereafter as the Court Meeting has been concluded
or adjourned). Notices of the Court Meeting and the General Meeting
are set out in the Scheme Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of the Scheme
Shareholders' opinion. Scheme Shareholders are therefore strongly
urged to complete, sign and submit their Forms of Proxy (or the
electronic equivalent) (once received) as soon as possible in
accordance with the instructions provided in the Scheme
Document.
The Scheme Document, together with information incorporated into
it by reference to another source, the Forms of Proxy and a copy of
this announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on the investor section of Lombard Risk's website at
https://www.lombardrisk.com/investor-centre-2/ by no later than
12.00 noon on the Business Day following the date of this
announcement.
Subject to shareholder approval at the relevant Meetings, Court
approval and the satisfaction or waiver of the other conditions set
out in the Scheme Document, the Scheme is expected to become
Effective on or around 23 February 2018.
Ordinary Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
The expected timetable of principal events is set out in the
Scheme Document and has been attached as an Appendix to this
announcement. If any of the key dates set out in the expected
timetable change, an appropriate announcement will be made by the
Company through a Regulatory Information Service.
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 Tel: +44 (0)
Alastair Brown, Chief Executive 207 593 6700
Officer
Nigel Gurney, Chief Financial Officer
Quayle Munro Limited
(Lead Financial Adviser and Rule Tel: +44 (0)
3 Adviser to Lombard Risk) 207 907 4200
Mark Fisher
Tim Shortland
Paul Tracey
WG Partners LLP Tel: +44 (0)
(Financial Adviser and Joint Broker 203 705 9330
to Lombard Risk)
David Wilson
Claes Spång
Chris Lee
finnCap Limited Tel: +44 (0)
(Nominated Adviser and Joint Broker 207 220 0500
to Lombard Risk)
Stuart Andrews
Carl Holmes
Scott Mathieson
Newgate Communications Limited Tel: +44 (0)
(PR Adviser to Lombard Risk) 207 653 9850
Bob Huxford
Charlotte Coulson
James Ash
Vermeg Group N.V. via Hudson Sandler
Badreddine Ouali, Chairman on
Pascal Leroy, Chief Executive Officer Tel: +44 (0)
207 796 4133
Strand Hanson Limited Tel: +44 (0)
(Financial Adviser to Vermeg) 207 409 3494
Stuart Faulkner
Matthew Chandler
James Dance
Eurohold, S.L. Tel: +33 (0)
(Strategic Adviser to Vermeg) 1 78 42 36 26
Bernard Demode
Sonja Fell
Hudson Sandler LLP
(PR Adviser to Vermeg) Tel: +44 (0)
Daniel de Belder 207 796 4133
Nick Lyon
Bertie Berger
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 the other matters
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 the other
matters 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 the other
matters 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.
Further information
This announcement is for information purposes only and does not
constitute, or form part of an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Lombard Risk in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely by means of the Scheme Document (unless Vermeg
elects, with prior consent of the Panel, to implement the
Acquisition by way of a Takeover Offer as an alternative to the
Scheme) which contains the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document. Ordinary Shareholders
are advised to read the formal documentation in relation to the
Acquisition carefully once received.
Please be aware that addresses, electronic addresses and certain
other information provided by Ordinary Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Lombard Risk may be provided to Vermeg during
the Offer Period as required under Section 4 of Appendix IV of the
Code to comply with Rule 2.11(c).
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.
Further details in relation to Overseas Shareholders are
included in the Scheme Document.
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 and the documents required to be
published by Rule 26 of the Code 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.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for the implementation of the Scheme.
If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Lombard
Risk shareholders by way of an appropriate announcement through a
Regulatory Information Service.
Event Time and/or date
Latest time for receipt of
Forms of Proxy for:
---------------------------------------- --------------------
11.00 a.m. on 14
* the Court Meeting (BLUE form) February 2018(1)
---------------------------------------- --------------------
11.15 a.m. on 14
* the General Meeting (WHITE form) February 2018(1)
---------------------------------------- --------------------
Scheme Voting Record Time for 6.30 p.m. on 14
the Court Meeting and General February 2018(2)
Meeting
---------------------------------------- --------------------
Court Meeting 11.00 a.m. on 16
February 2018
---------------------------------------- --------------------
General Meeting 11.15 a.m. on 16
February 2018(3)
---------------------------------------- --------------------
The following dates are indicative only and
are subject to change; please see note 4 below
--------------------------------------------------------------
Scheme Court Hearing (to sanction 22 February 2018(4)
the Scheme)
---------------------------------------- --------------------
Last day of dealings in, and 22 February 2018(4)
for registration of transfers
and disablement in CREST of,
Ordinary Shares
---------------------------------------- --------------------
Scheme Record Time 6.00 p.m. on 22
February 2018(4)
---------------------------------------- --------------------
Suspension of trading on AIM 7.30 a.m. on 23
of, and dealings, settlements February 2018(4)
and transfers in, Ordinary
Shares
---------------------------------------- --------------------
Expected Effective Date of 23 February 2018(4)
the Scheme
---------------------------------------- --------------------
Cancellation of admission to 26 February 2018(4)
trading on AIM of, and cessation
of dealings in, Ordinary Shares
---------------------------------------- --------------------
Latest date for despatch of 9 March 2018(5)
cheques in respect of Ordinary
Shares held in certificated
form and the crediting of the
Cash Consideration payable
to holders of Ordinary Shares
in uncertificated form
---------------------------------------- --------------------
Long Stop Date, being the latest 15 June 2018
date by which the Scheme must
be implemented
---------------------------------------- --------------------
Notes:
(1) If the BLUE Form of Proxy for the Court Meeting is not
received, by 11.00 a.m. on 14 February 2018, it may be handed to
Lombard Risk's Registrar, on behalf of the Chairman of the Court
Meeting, or to the Chairman at the Court Meeting at any time before
the taking of the poll and still be valid. However, the WHITE Form
of Proxy for the General Meeting must be received by 11.15 a.m. on
14 February 2018 in order for it to be valid or, if the General
Meeting is adjourned, not later than 48 hours before the time fixed
for the holding of the adjourned meeting. WHITE Forms of Proxy may
NOT be handed to the Chairman of the General Meeting or Lombard
Risk's Registrars.
(2) If either the Court Meeting or the General Meeting is
adjourned, the Scheme Voting Record Time for the adjourned meeting
will be 6.30 p.m. on the date which is two Business Days before the
date fixed for the adjourned meeting.
(3) The General Meeting will commence at 11.15 a.m. on 16
February or, if later, as soon thereafter as the Court Meeting has
been concluded or adjourned.
(4) The dates and times above are indicative only and will
depend on, among other things, the date on which: (i) the
Conditions are either satisfied or waived (to the extent they are
capable of being waived); (ii) the Court sanctions the Scheme; and
(iii) the copy of the Scheme Court Order is delivered to the
Registrar of Companies for registration. If any of the expected
dates change, the revised times and/or dates will be announced via
a Regulatory Information Service and Lombard Risk may also post
notice of the change to Ordinary Shareholders.
(5) In any event, within 14 days of the Effective Date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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