TIDMMGR TIDMPAM
RNS Number : 3025T
Miton Group Plc
13 November 2019
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014.
FOR IMMEDIATE RELEASE.
13 November 2019
Recommended All-Share Merger
of
Premier Asset Management Group PLC and Miton Group plc
Court Sanction of Scheme of Arrangement
On 4 September 2019, the Boards of Premier Asset Management
Group PLC ("Premier") and Miton Group plc ("Miton") announced that
they had reached agreement on the terms of a recommended all-share
merger of Premier and Miton (the "Merger"), to be effected by means
of a court-sanctioned scheme of arrangement between Miton and its
shareholders under Part 26 of the Companies Act 2006 (the
"Scheme").
The Miton Board is pleased to announce that, at a hearing
earlier today, the Court sanctioned the Scheme.
All the Conditions to the Merger have now been satisfied or
waived other than the delivery to the Registrar of Companies of a
copy of the Court Order. This is expected to take place on 14
November 2019, at which point the Scheme will become Effective.
Upon the Scheme becoming Effective, Scheme Shareholders will
receive 0.30186 new ordinary shares of GBP0.0002 each in the
capital of Premier in exchange for each Miton Share held by them at
the Scheme Record Time.
Dealings in Miton Shares on AIM will be suspended with effect
from 7.30 a.m. (London time) tomorrow, 14 November 2019.
Application has also been made to the London Stock Exchange for the
cancellation of admission to trading of the Miton Shares on AIM
and, subject to the Scheme becoming Effective, such cancellation is
expected to take effect at 7.00 a.m. (London time) on 15 November
2019.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
published by Miton on 17 September 2019 (the "Scheme Document").
Full details of the Merger, and the expected timetable of principal
events for the Merger (which has not changed) are set out in the
Scheme Document.
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in certain jurisdictions) on the Miton website at
www.mitongroup.com/announcements.
Enquiries
Miton Group plc
David Barron, Chief Executive Officer 020 3714 1500
MHP Communications (PR Adviser to Miton)
Reg Hoare / Charlie Barker / Robert Collett-Creedy 020 3128 8100
Spencer House Partners (Lead Financial Adviser
to Miton)
Jeremy Sillem / Andrew Malcolm 020 7647 8529
Liberum (Nominated Adviser, Financial Adviser
and
Corporate Broker to Miton)
Neil Patel / Cameron Duncan / Jonathan Wilkes-Green 020 3100 2000
Important Notices
Spencer House, which is authorised and regulated by the FCA in
the UK, is acting as lead financial adviser exclusively for Miton
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 Miton for providing the
protections afforded to clients of Spencer House or its affiliates,
or for providing advice in relation to any matter referred to
herein.
Liberum, which is authorised and regulated by the FCA in the UK,
is acting as nominated adviser, financial adviser and corporate
broker exclusively for Miton and no one else in connection with the
Merger and will not be responsible to anyone other than Miton for
providing the protections afforded to clients of Liberum, nor for
providing advice in relation to the Merger or any other matters
referred to in this Announcement. In particular, while Liberum acts
as joint corporate broker to Premier it has not provided advice to
Premier in connection with the matters set out in this
Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Merger or otherwise, nor shall there
be any purchase, sale or exchange of securities or such
solicitation in any jurisdiction in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable legal or
regulatory requirements. This Announcement has been prepared for
the purpose of complying with English law, the AIM Rules and the
City 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 the
United Kingdom.
Additional information for US investors
The Scheme relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
the laws of England and Wales. Miton is an English company that is
a "foreign private issuer" as defined under Rule 3b-4 of the US
Exchange Act. A transaction effected by means of a scheme of
arrangement is not subject to the shareholder vote, proxy
solicitation and tender offer rules under the US Exchange Act or
the prospectus rules under the US Securities Act. Accordingly, the
Scheme is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement, which differ from
the disclosure requirements and practices of US shareholder vote,
proxy solicitation, tender offer and prospectus rules. Financial
information included in this Announcement and the Scheme Document
has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
It may be difficult for US holders of Miton Shares to enforce
their rights and any claim arising out of the US federal laws,
since Miton and Premier are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of Miton Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
The Merger will be carried out under a scheme of arrangement
provided for under English company law. It is expected that any New
Shares to be issued pursuant to the Scheme to Miton Shareholders
will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act, provided by Section 3(a)(10)
thereof. Securities issued pursuant to the Scheme will not be
registered under any US state securities laws and may only be
issued to persons resident in a state pursuant to an exemption from
the registration requirements of the securities laws of such
state.
For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, at the Court Hearing on
13 November 2019, the Court was advised that its sanctioning of the
Scheme will be relied on by Premier as an approval of the Scheme
following a hearing on its fairness to Miton Shareholders, at which
Miton Court Hearing all Miton Shareholders were entitled to attend
in person or through counsel to support or oppose the sanctioning
of the Scheme and with respect to which notification was given to
all such holders.
Publication on website
A copy of this Announcement will be made available, subject to
certain restrictions related to persons resident in Restricted
Jurisdictions, for inspection on Miton's website
www.mitongroup.com/announcements by no later than 12 noon (London
time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of this website are not
incorporated by reference and do not form part of this
Announcement.
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a hard copy of this Announcement by contacting Catriona
Fletcher, the Company Secretary of Miton, on +44 (0) 203 714 1482.
Such persons may also request that all future documents,
announcements and information to be sent to that person in relation
to the Merger should be in hard copy form.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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,
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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Forward looking statements
This Announcement may contain certain forward-looking statements
with respect to the financial condition, strategies, objectives,
results of operations and businesses of Premier and Miton and their
respective groups and certain plans and objectives with respect to
the Combined Group. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Premier and Miton
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
Premier, and/or Miton in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
readers are therefore cautioned not to place undue reliance on
these forward-looking statements. Each forward-looking statement
speaks only as at the date of this Announcement. Neither Premier
nor Miton, nor their respective groups assumes any obligation to
update or correct the information contained in this Announcement
(whether as a result of new information, future events or
otherwise), except as required by applicable law.
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
SOALLFFFLILVLIA
(END) Dow Jones Newswires
November 13, 2019 07:22 ET (12:22 GMT)
Miton (LSE:MGR)
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