Lombard Risk Management PLC Scheme of arrangement becomes effective (7827F)
23 2월 2018 - 6:58PM
UK Regulatory
TIDMLRM
RNS Number : 7827F
Lombard Risk Management PLC
23 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
23 February 2018
RECOMMENDED CASH ACQUISITION
of
LOMBARD RISK MANAGEMENT PLC
by
VERMEG GROUP N.V.
implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
The Boards of directors of Lombard Risk Management plc ("Lombard
Risk") and Vermeg Group N.V. ("Vermeg") are pleased to announce
that 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, has now become Effective in
accordance with its terms as set out in the scheme document sent or
made available to Ordinary Shareholders on 23 January 2018 (the
"Scheme Document") and Lombard Risk is now a wholly owned
subsidiary of Vermeg. This follows the Court's sanction of the
Scheme at the Scheme Court Hearing held on 22 February 2018.
Scheme Shareholders on Lombard Risk's register of members at the
Scheme Record Time, being 6.00 p.m. (London time) on 22 February
2018, will receive the Offer Price of 13 pence in cash for each
Scheme Share held. The despatch of cheques and the crediting of
CREST accounts with the cash consideration will occur within
fourteen days of today, being the Effective Date. 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.
Cancellation of trading of Ordinary Shares on AIM
Trading in the Ordinary Shares on the London Stock Exchange's
AIM market was suspended with effect from 7.30 a.m. (London time)
today. An application has been made to the London Stock Exchange
for the cancellation of the admission of the Ordinary Shares to
trading on AIM, with such cancellation expected to take effect at
7.00 a.m. (London time) on 27 February 2018.
As a result of the Scheme having become Effective, share
certificates in respect of the Ordinary Shares have ceased to be
valid documents of title and entitlements to Ordinary Shares held
in uncertificated form in CREST are being cancelled.
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 Tel: +44 (0) 207 593 6700
Alastair Brown, Chief Executive Officer
Nigel Gurney, Chief Financial Officer
Quayle Munro Limited Tel: +44 (0) 207 907 4200
(Lead Financial Adviser and Rule 3 Adviser to Lombard Risk)
Mark Fisher
Tim Shortland
Paul Tracey
WG Partners LLP Tel: +44 (0) 203 705 9330
(Financial Adviser and Joint Broker to Lombard Risk)
David Wilson
Claes Spång
Chris Lee
finnCap Limited Tel: +44 (0) 207 220 0500
(Nominated Adviser and Joint Broker to Lombard Risk)
Stuart Andrews
Carl Holmes
Scott Mathieson
Newgate Communications Limited Tel: +44 (0) 207 653 9850
(PR Adviser to Lombard Risk)
Bob Huxford
Charlotte Coulson
James Ash
Vermeg Group N.V. via Hudson Sandler on
Badreddine Ouali, Chairman Tel: +44 (0) 207 796 4133
Pascal Leroy, Chief Executive Officer
Strand Hanson Limited Tel: +44 (0) 207 409 3494
(Financial Adviser to Vermeg)
Stuart Faulkner
Matthew Chandler
James Dance
Eurohold, S.L. Tel: +33 (0) 1 78 42 36 26
(Strategic Adviser to Vermeg) Tel: +44 (0) 207 796 4133
Bernard Demode
Sonja Fell
Hudson Sandler LLP
(PR Adviser to Vermeg)
Daniel de Belder
Nick Lyon
Bertie Berger
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.
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
END
SOAEANADASXPEEF
(END) Dow Jones Newswires
February 23, 2018 04:58 ET (09:58 GMT)
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