TIDMLRM
RNS Number : 1771F
Lombard Risk Management PLC
16 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
16 February 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
Results of Court Meeting and General Meeting
The Board of directors of Lombard Risk Management plc ("Lombard
Risk") is pleased to announce that at the Court Meeting and the
General Meeting held earlier today in connection with the
recommended cash acquisition by Vermeg Group N.V. ("Vermeg") of the
entire issued and to be issued ordinary share capital of Lombard
Risk, being implemented by way of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"):
-- the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting; and
-- Ordinary Shareholders voted to pass the special resolution to
authorise the directors of Lombard Risk to implement the Scheme and
amend the articles of association of Lombard Risk (the "Special
Resolution") at the General Meeting.
Details of the resolutions passed are set out in the notices of
the Meetings contained in the scheme document dated 23 January 2018
sent or otherwise made available to Scheme Shareholders (the
"Scheme Document"), which document, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, is
available on Lombard Risk's website at
https://www.lombardrisk.com/investor-centre-2/.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) on poll,
representing 99.95 per cent. by value of those Scheme Shares voted
(either in person or by proxy), voted in favour of the resolution
to approve the Scheme. The resolution proposed at the Court Meeting
was therefore approved by the requisite majority on a poll vote.
Each Scheme Shareholder, present in person or by proxy, was
entitled to one vote for each Scheme Share held at the Scheme
Voting Record Time.
Details of the votes cast were as follows:
For For Against Against
(Number) (%) (Number) (%)
--------------------- ------------ ------ ---------- --------
Scheme
Shares
voted 298,256,843 99.95 134,566 0.05
--------------------- ------------ ------ ---------- --------
Scheme Shareholders
who voted 56 96.55 2 3.45
--------------------- ------------ ------ ---------- --------
Scheme Shares
voted as
a percentage
of the total
number of
Scheme Shares n/a 74.42 n/a 0.03
--------------------- ------------ ------ ---------- --------
General Meeting
At the General Meeting of Lombard Risk, the Special Resolution
to implement the Scheme was duly passed on a poll. Each Ordinary
Shareholder, present in person or by proxy, was entitled to one
vote for each Ordinary Share held at the Scheme Voting Record Time.
The voting results for the General Meeting were as follows:
For* For* Against Against Total Withheld**
(Number) (%) (Number) (%) (Number) (Number)
-------- ------------ ------ ---------- -------- ------------ -----------
Special Resolution
-------------------------------------------------------------------------------
Shares
Voted 299,393,748 99.95 154,566 0.05 299,548,314 177,000
-------- ------------ ------ ---------- -------- ------------ -----------
* Any proxy appointments which gave discretion to the Chairman
have been included in the vote "For" total.
** A vote withheld is not a vote in law and counts neither "For"
nor "Against" the resolution.
The total number of Ordinary Shares in issue at the Scheme
Voting Record Time was 400,593,686 carrying one vote each.
Next Steps and Expected Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the sanction by the Court of the Scheme at the Scheme
Court Hearing. The expected timetable of principal events for the
implementation of the Scheme is set out on page 12 of the Scheme
Document.
As described in the Scheme Document, the Scheme Court Hearing
(to sanction the Scheme) is expected to take place on 22 February
2018, although this date and each of the subsequent dates set out
in the timetable could be subject to change. If the Court sanctions
the Scheme, it is expected that trading in the Ordinary Shares on
AIM will be suspended with effect from 7.30 a.m. (London time) on
23 February 2018 and that the Scheme will become Effective on the
same day. Cancellation of admission to trading on AIM of the
Ordinary Shares is expected to take effect at 7.00 a.m. on 26
February 2018.
On the Effective Date, share certificates in respect of Ordinary
Shares will cease to be valid and entitlements to Ordinary Shares
held within the CREST system will be 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
(Lead Financial Adviser and Rule 3 Adviser to Lombard Risk) Tel: +44 (0) 207 907 4200
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)
Bernard Demode
Sonja Fell
Hudson Sandler LLP
(PR Adviser to Vermeg) Tel: +44 (0) 207 796 4133
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.
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.
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 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
ROMLLFESFVIRLIT
(END) Dow Jones Newswires
February 16, 2018 09:56 ET (14:56 GMT)
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