TIDMAFHP TIDMLGT
RNS Number : 4661S
AFH Financial Group Plc
17 March 2016
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 OR REGULATIONS OF THAT
JURISDICTION.
17 March 2016
AFH Financial Group PLC
("AFH", or the "Company")
This is an announcement of a possible offer under Rule 2.4 of
the City Code on Takeovers and Mergers (the "Code"). This
announcement is not an announcement of a firm intention to make an
offer under Rule 2.7 of the Code and there can be no certainty that
any offer will be made.
Approach to Lighthouse Group plc
The Board of AFH notes the recent share price movement of
Lighthouse Group plc ("Lighthouse") and can confirm that, on 9
March 2016, the Company made an initial approach to the Board of
Lighthouse seeking a meeting to discuss a possible offer for the
issued and to be issued share capital of Lighthouse. Subsequently
on 15 March 2016 the Company submitted an indicative proposal to
the Board of Lighthouse seeking its recommendation at a price of 13
pence per Lighthouse share, payable in a mixture of at least 50 per
cent. cash and the balance in new shares in AFH and/or convertible
loan notes in AFH (the "Indicative AFH Offer").
An offer at 13 pence per Lighthouse share would value the entire
issued share capital of Lighthouse (including options and LTIPs "in
the money") at approximately GBP17.43 million and would represent a
premium of 26.8 per cent. to Lighthouse's share price of 10.25p on
8 March 2016 (being the day before the initial approach to the
Board of Lighthouse was made).
Disappointingly, the Board of Lighthouse has informed the
Company that they are not prepared to meet to discuss the terms of
a possible offer and, on 16 March 2016, Lighthouse's advisers
confirmed in writing that the Board of Lighthouse had rejected the
Indicative AFH Offer. The Board of AFH is currently considering its
next steps in connection with any offer for Lighthouse for which it
will require appropriate access
AFH reserves the right to reduce the consideration of any offer
by the amount of any special or interim dividend (or other
distribution) which is paid or becomes payable by Lighthouse to its
shareholders after the date of this announcement other than the
final dividend of 0.16 pence per share already declared by
Lighthouse and payable on 21 April 2016.
The Indicative AFH Offer was subject to certain pre-conditions,
which can be waived, including the unanimous recommendation of any
Indicative AFH Offer by the Board of Lighthouse and satisfactory
completion of due diligence. Any offer for Lighthouse would be
subject, inter alia, to Financial Conduct Authority change of
control consent which is not capable of being waived. There can be
no guarantee that any offer will be made. The Board of AFH reserves
the right to vary the form and/or the mix of the consideration of
the Indicative AFH Offer as outlined above. In addition the Board
of AFH reserves the right to make an offer at a lower price with
the consent of the offeree.
In accordance with Rule 2.6(a) of the Code, AFH must, by not
later than 5.00 p.m. on 14 April 2016, either announce a firm
intention to make an offer for Lighthouse in accordance with Rule
2.7 of the Code or announce that it does not intend to make an
offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. The deadline will
only be extended with the consent of the Panel in accordance with
Rule 2.6 (c) of the Code.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be published on the Company's website
(www.afhfinancialgroup.com) by no later than 12 noon on 18 March
2016.
A further announcement will be made as appropriate.
Enquiries:
AFH Financial Group PLC 01527 577 775
Alan Hudson, Chief Executive Officer
Paul Wright, Chief Financial Officer
www.afhfinancialgroup.com
Allenby Capital Limited 020 3328 5656
Nick Naylor/Nick Athanas (Nominated Adviser and Broker)
Chris Crawford (Corporate Broking)
Yellow Jersey PR Limited 07768 537 739
Dominic Barretto
Aidan Stanley
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 the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with applicable
requirements may constitute a violation of the securities law of
any such jurisdiction.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
Allenby Capital Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser to
AFH and for no-one else in connection with the contents of this
announcement and will not be responsible to anyone other than AFH
for providing the protections afforded to its clients or for
providing advice in relation to the contents of this announcement
or any other matters referred to in this announcement.
Disclosure requirements of the Takeover 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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, 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 pm (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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 17, 2016 09:19 ET (13:19 GMT)
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