TIDMSHRE
RNS Number : 2777H
Share PLC
23 March 2020
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 March 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor Limited and the ii
Group)
Change of venue of Court Meeting and General Meeting
Introduction
On 17 February 2020, the boards of ii and Share plc announced
that they had reached agreement on the terms of a recommended share
and cash offer by ii for the entire issued and to be issued share
capital of Share plc (the "Offer"). The Offer is to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). On 13 March 2020 it was announced that the
circular in relation to the Scheme (the "Scheme Document") setting
out, amongst other things, notices convening the Court Meeting and
the General Meeting, together with the related Forms of Proxy, were
being published and posted on that date to Share plc
Shareholders.
Change of venue of Court Meeting and General Meeting
In light of public health advice in response to the ongoing
COVID-19 pandemic, the board of directors of Share plc (the
"Board") has decided to take certain precautionary measures to
safeguard its shareholders' and employees' health and make the
Court Meeting and the General Meeting convened for 8 April 2020
(the "Meetings") as safe and efficient as possible.
As a result, the Board has determined that it is no longer
practical to hold the Meetings at the venue previously noti ed. The
Meetings will still proceed on the noti ed date of 8 April 2020,
but pursuant to the Company's articles of association, the Board
has determined that they will instead be held at the Group's o ce
at Oxford House, Oxford Road, Aylesbury, HP21 8SZ.
The start time of the Court Meeting will be postponed to
11.30am, with the General Meeting starting at 11.45am (or as soon
thereafter as the Court Meeting shall have been concluded or
adjourned). In order to reduce the risk of infection, the Meetings
will end immediately following the business required to be
conducted and there will be no refreshments. All other details
relating to the Meetings and the Scheme remain unchanged from those
noti ed in the announcement made on 13 March 2020 and as contained
in the Scheme Document.
Furthermore, the evolving COVID-19 situation and the related
guidelines from governmental authorities will clearly impact the
ability of Share plc Shareholders to attend the Meetings. Whilst,
in normal circumstances, the Board values very highly the
opportunity to meet Share plc Shareholders in person at its
shareholder meetings, recent Government advice is for people to
avoid both mass gatherings and all non-essential travel and social
contact. Furthermore, whilst the Government's advice is currently
advisory, some or all of its recommendations could become mandatory
at any time. On this basis, the Board feels that it is appropriate
to advise Share plc Shareholders against attending the Meetings in
person and, instead, to submit proxy votes.
The Company will be providing webcast facilities to enable Share
plc Shareholders to follow proceedings of the Meetings and to ask
questions of the Board remotely. Access details will be provided at
(www.share.com/share-plc) nearer the date of the Meetings. All
Share plc Shareholders are strongly advised to use these webcast
facilities where possible (and to dial in to the Meetings in good
time prior to the start time), rather than travelling to
participate in the Meetings in person.
It will not be possible for Share plc Shareholders to vote
through the webcast link at the Meetings. Therefore, Share plc
Shareholders are strongly encouraged to vote by proxy, as referred
to below.
Appointment of Proxies and recommendation concerning electronic
voting
It is important that for the Court Meeting as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of Share plc Shareholder opinion.
In light of the Board's strong advice not to attend the Meetings
in person, Share plc Shareholders are very strongly urged to
complete, sign and return both of their Forms of Proxy to appoint
the Chairman as their proxy in accordance with the instructions
printed on them, or (as applicable) to appoint a proxy through
CREST, as soon as possible.
Share plc Shareholders are reminded that Forms of Proxy can be
submitted electronically (even outside CREST) at
www.signalshares.com using an investor code which can be found on
their share certificate or by calling the Link Asset Services
helpline referred to below on 0371 664 0321.
Dealing with paper proxies requires physical interaction such as
post sorting and delivery, evaluation and manual input. Given the
current situation, any task that requires a physical presence may
be subject to disruption and sending a paper proxy is no guarantee
of having your vote counted.
The Board therefore strongly recommends voting electronically at
www.signalshares.com as your vote will automatically be
counted.
Shareholder helpline
If Share plc Shareholders have any questions relating to the
completion and return of the Forms of Proxy, please contact Share
plc's Registrar, Link Asset Services, The Registry, 34 Beckenham
Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 a.m. and 5.30
p.m., Monday to Friday excluding public holidays in England and
Wales. Please note that Link Asset Services cannot provide any
financial, legal or tax advice or any advice on the merits of the
Scheme or the Offer and calls may be recorded and maintained for
security and training purposes .
Recommendation
The Share plc Directors, who have been so advised by Stephens as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Share plc Directors, Stephens has taken into account the commercial
assessments of the Share plc Directors. Stephens is providing
independent financial advice to the Share plc Directors for the
purposes of Rule 3.1 of the Takeover Code.
Accordingly, the Share plc Directors recommend unanimously that
Share plc Shareholders vote in favour of the Scheme at the Court
Meeting and the Special Resolution to be proposed at the General
Meeting as the Share plc Directors who hold Scheme Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of, in aggregate 56,093,203 Share plc Shares,
representing, in aggregate, approximately 39.0 per cent. of the
issued ordinary share capital of Share plc as at 20 March 2020
(being the latest practicable date prior to the publication of the
Scheme Document).
Together with the irrevocable undertakings received from the
Share plc Directors who hold Scheme Shares referred to above, ii
has received irrevocable undertakings to vote in favour of the
Scheme at the Court Meeting and the Special Resolution in respect
of a total of 100,851,118 Share plc Shares, representing, in
aggregate, approximately 70.2 per cent. of the issued ordinary
share capital of Share plc as at 20 March 2020 (being the last
Business Day before the date of this Announcement)
General
The COVID-19 pandemic is complex, fast moving and, at times,
unpredictable. Share plc is continuously monitoring the situation
and will continue to update Shareholders on any revised measures
required to be put in place in relation to the Meetings and on
material corporate and business developments in the usual way, via
a Regulatory Information Service.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document.
All references to times in this announcement are to London times
unless otherwise stated .
Enquiries:
Share plc
Gavin Oldham, Executive Chairman Tel: +44 (0) 1296 414141
Richard Stone, Chief Executive
Mike Birkett, Finance Director
Stephens (Financial Adviser to Share plc)
Hugh Elwes Tel: +44 (0) 20 3757 9900
Jake Delaney
Cenkos Securities plc (Nominated Adviser and broker to Share
plc)
Mark Connelly Tel: +44 (0) 20 7397 8900
Katy Birkin
KTZ Communications (Share plc Financial Public Relations)
Katie Tzouliadis Tel: +44 (0) 20 3178 6378
Dan Mahoney
Important notices
Stephens Europe Limited ("Stephens"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as financial
adviser to Share plc and no one else in connection with the matters
described in this announcement and the Scheme Document and will not
be responsible to anyone other than Share plc for providing the
protections afforded to clients of Stephens nor for providing
advice in connection with any matter referred to herein. Neither
Stephens nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Stephens in connection with this announcement or
the Scheme Document, any statement contained herein, the Offer or
otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as nominated
adviser and broker to Share plc and no one else in connection with
the matters described in this announcement and the Scheme Document
and will not be responsible to anyone other than Share plc for
providing the protections afforded to clients of Cenkos nor for
providing advice in connection with any matter referred to herein.
Neither Cenkos nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos in connection with this
announcement or the Scheme Document any statement contained herein,
the Offer or otherwise.
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident
in Restricted Jurisdictions on ii.co.uk/share and https://www.share.com/share-plc .
The contents of ii's website and Share plc's website are not
incorporated into and do not form part of this announcement.
Request for a hard copy
Share plc shareholders may request a hard copy of this
announcement and the Scheme Document (and any information
incorporated by reference in the Scheme Document) by contacting
Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire,
HP21 8SZ or by telephoning 01296 414141 or by emailing
agm@share.co.uk. Share plc Shareholders may also request that all
future documents, announcements and information in relation to the
Offer be sent in hard copy form.
Important Information
If Share plc Shareholders are in any doubt about the Offer, the
contents of this announcement, the Scheme Document or the action
they should take, they are recommended to seek their own
independent financial, tax and legal advice immediately from their
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if they are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
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
MSCEAKDDALNEEFA
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