Board and Name Changes, Admission of New Shares
01/09/2023 07:00
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RNS Number : 0035L finnCap Group PLC 01 September 2023
FOR IMMEDIATE RELEASE
1 September 2023
finnCap Group plc
("finnCap" or the "Company")
BOARD CHANGES TO TAKE PLACE FOLLOWING SCHEME BECOMING EFFECTIVE AND COMPANY
NAME CHANGE
ADMISSION OF NEW ORDINARY SHARES
On 23 March 2023, the board of finnCap Group plc ("finnCap" or the "Company")
and the board of Cenkos Securities plc ("Cenkos") announced that they had
reached agreement on the terms and conditions of a recommended all-share
merger between Cenkos and finnCap (the "Merger"), to be effected by means of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").
Further to the scheme document published by Cenkos (the "Scheme Document") and
the circular published by the Company (the "finnCap Circular"), which were
both published on 20 April 2023 in connection with the Scheme, the Company
Board are pleased to confirm, subject in each case to the Effective Date
occurring, the membership of the Combined Group Board and announce a proposed
company name change.
Unless otherwise defined, all capitalised terms in this announcement shall
have the meanings given to them in the Scheme Document.
Board Changes
As previously announced in the Scheme Document and finnCap Circular, the
Combined Group will be led by the existing CEOs of Cenkos and finnCap, John
Farrugia and Julian Morse as co-CEOs, with Lisa Gordon becoming Chair of the
Combined Group Board and Robert Lister becoming Senior Independent
Non-executive Director. The remainder of the Combined Group Board will
comprise Ben Procter (CFO), Richard Snow (COO), Annette Andrews and Jeremy
Miller.
Consequently, the finnCap Board has resolved to appoint, with effect from and
conditional upon the Effective Date occurring, Lisa Gordon, Julian Morse, Ben
Procter and Jeremy Miller as directors of the Company. Further information on
the new directors can be found below.
Further, with effect from and conditional upon the Effective Date occurring,
Andy Hogarth, Geoff Nash and Barbara Anne Firth will resign from the finnCap
Board.
The finnCap Board would like to thank Barbara, Andy and Geoff for the
significant contribution that they have each made during their time on the
Board.
Name Change
Following the Effective Date finnCap intends to apply to Companies House to
change the Company's name to Cavendish Financial plc (the "Name Change").
Following the Name Change becoming effective, the Combined Group will be
known as Cavendish and the Company will adopt "CAV" as a new stock ticker. A
further announcement will be made when the name change becomes effective;
until such time, trading will continue under the "FCAP" stock ticker.
Admission of New Ordinary Shares
Pursuant to the Merger, application has been made for up to 181,094,843 New
finnCap Shares of 1 penny each ("Ordinary Shares") to be admitted to trading
on AIM and it is expected that the New finnCap Shares will be admitted to
trading on 8 September 2023.
For information, please contact:
finnCap Tel: +44 (0)20 7220 0500
John Farrugia, Chief Executive investor.relations@finncap.com
Officer
Richard Snow, Chief Financial Officer
Henrik Persson, Strategic PLC Advisory
Grant Thornton (Nominated Adviser to finnCap) Tel: +44 (0)20 7383 5100
Philip Secrett/Samantha Harrison/Samuel Littler
Oberon Capital (Joint Broker to Tel: +44 (0)20 3179 5344
finnCap)
Mike Seabrook
finnCap Ltd (Joint Broker to Tel: +44 (0)20 7220 0500
finnCap)
Tim Redfern
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0)7977 927142
Dan de Tel: +44 (0)7702 596674
Belder
Rebekah Chapman
Other
All references to times in this announcement are to London time, unless
otherwise stated.
Disclosure requirements of the AIM Rules for Companies
The following information is disclosed pursuant to Rule 17 and paragraph (g)
of Schedule 2 of the AIM Rules for Companies.
Lisa Gordon
Lisa Jane Gordon (aged 57) is, or has been, a director or partner of the
following companies during the previous five years:
Current Directorships / Partnerships Previous Directorships / Partnerships from the last 5 years
Alpha Group International Plc Albert Technologies Ltd
Cenkos Securities plc BBO Recruitment Limited
JPMorgan Mid Cap Investment Trust plc Carno Capital Limited
Magic Light Pictures Limited M&C Saatchi plc
As at 1 September 2023, Lisa Gordon held no interest in the capital of the
Company. However, as a result of the receipt by her of new finnCap ordinary
shares in exchange for her existing holding in Cenkos as a consequence of the
Merger, she is expected to hold beneficially 319,420 ordinary shares of £0.01
each in the capital of the Combined Group, representing 0.09%.
Julian Morse
Julian Jonathan Morse (aged 52) is, or has been, a director or partner of the
following companies during the previous five years:
Current Directorships / Partnerships Previous Directorships / Partnerships from the last 5 years
Cenkos Securities plc None
As at 1 September 2023, Julian Morse held no interest in the capital of the
Company. However, as a result of the receipt by him of new finnCap ordinary
shares in exchange for his existing holding in Cenkos as a consequence of the
Merger, he is expected to hold beneficially 4,479,043 ordinary shares of
£0.01 each in the capital of the Combined Group, representing 1.24%.
Jeremy Miller
Jeremy Ronald St John Miller (aged 64) is, or has been, a director or partner
of the following companies during the previous five years:
Current Directorships / Partnerships Previous Directorships / Partnerships from the last 5 years
Cenkos Securities plc Bio-Bean Limited
CPPGroup plc
Inside Track 1 llp
Inside Track 2 llp
This Land Limited
As at 1 September 2023, Jeremy Miller held no interest in the capital of the
Company. However, as a result of the receipt by him of new finnCap ordinary
shares in exchange for his existing holding in Cenkos as a consequence of the
Merger, he is expected to hold beneficially 175,681 ordinary shares of £0.01
each in the capital of the Combined Group, representing 0.05%.
Ben Procter
Ben Procter (aged 52) is, or has been, a director or partner of the following
companies during the previous five years:
Current Directorships / Partnerships Previous Directorships / Partnerships from the last 5 years
Cenkos Securities plc None
As at 1 September 2023, Ben Procter held no interest in the capital of the
Company. He will hold no interest in the capital of the Combined Group as a
consequence of the Merger.
Save as disclosed above, there is no further information required to be
disclosed in respect of Lisa Gordon, Julian Morse, Jeremy Miller, or Ben
Procter pursuant to Schedule 2, paragraph (g) of the AIM Rules for Companies.
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