Murgitroyd Group PLC Court Sanction of Scheme of Arrangement (1880X)

TIDMMUR

RNS Number : 1880X

Murgitroyd Group PLC

17 December 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 OR REGULATIONS OF SUCH

JURISDICTION

FOR IMMEDIATE RELEASE

RECOMMENDED CASH ACQUISITION

Murgitroyd Group PLC

("Murgitroyd" or the "Company")

Project Petra Bidco Limited

("Bidco")

a newly incorporated entity indirectly controlled by funds managed by Sovereign Capital Partners LLP

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Court Sanction, Exercise of Options and Suspension of Trading on AIM

On 18 October 2019, the Boards of Bidco and Murgitroyd announced that they had reached agreement on the terms of a recommended cash offer, to be made by Bidco to acquire the entire issued and to be issued share capital of Murgitroyd (the "Acquisition"). The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 26 November 2019, Murgitroyd announced that the Scheme was approved by a majority in number of 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.

Murgitroyd and Bidco are pleased to announce that the Scheme was sanctioned by the Court earlier today. The Scheme will become effective upon the Court order being delivered to the Registrar of Companies, which is expected to take place on 19 December 2019.

Exercise of options and admission of shares to trading on AIM

Upon the Court sanction of the Scheme earlier today, options granted under the Murgitroyd Unapproved Share Schemes have become exercisable over 299,000 ordinary shares of 10 pence each ("Ordinary Shares") and have been exercised in respect of all 299,000 Ordinary Shares, to be satisfied in full by the issue of new Ordinary Shares. As a consequence, application has been made to the London Stock Exchange for 299,000 new Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on 18 December 2019.

Total voting rights

Upon Admission, the Company's issued share capital will consist of 9,308,347 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. The International Securities Identification Number for Murgitroyd Ordinary Shares is GB0031067456. This figure may be used by shareholders as the denominator by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

Suspension of trading on AIM

Dealings in Murgitroyd Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 19 December 2019. Subject to the Scheme becoming Effective, it is expected that the admission of Murgitroyd Shares to trading on AIM will be cancelled by no later than 7.00 a.m. on 20 December 2019.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Murgitroyd Shareholders on 30 October 2019.

 
Enquiries: 
Murgitroyd                                           Tel: +44 (0) 141 
                                                      307 8400 
Edward Murgitroyd / Keith Young 
Nplus1 Singer (Financial Adviser, Joint Rule 
 3 Adviser and Broker to Murgitroyd)                   Tel: +44 (0) 207 
 Sandy Fraser / George Tzimas / Amanda Gray            496 3000 
Deloitte (Financial Adviser and Joint Rule 
 3 Adviser to Murgitroyd) 
Chris Nicholls / Gavin Hood / Craig Lukins           Tel: +44 (0) 207 
 / Roger Mayor                                        936 3000 
Media and Investor Enquiries: 
TB Cardew (Public Relations Advisers to Murgitroyd)  Tel: +44 (0) 207 
                                                      930 0777 
Nadja Vetter

Important notices

Nplus1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Murgitroyd and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Murgitroyd for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Deloitte is acting for Murgitroyd and no-one else in connection with the Acquisition and will not be responsible to anyone other than Murgitroyd for providing the protections offered to clients of Deloitte or for providing advice in relation to the Acquisition. Deloitte is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Deloitte can be contacted at its principal office: 1 New Street Square, London EC4A 3HQ.

Publication on website and availability of hard copies

A copy of this Announcement will be made available free of charge on Murgitroyd's website at www.murgitroydgroup.com. Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request by telephone to Link Asset Services on +44 (0)37 1664 0321 during normal business hours. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

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

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December 17, 2019 07:45 ET (12:45 GMT)

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