REG - Mattioli Woods PLC - Court Sanction of Scheme of Arrangement

Mattioli WoodsAnnouncement

30/08/2024 16:00

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RNS Number : 3830C  Mattioli Woods PLC  30 August 2024

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 of such jurisdiction

FOR IMMEDIATE RELEASE

30 August 2024

RECOMMENDED ACQUISITION

OF

Mattioli Woods PLC

by
TIGER BIDCO LIMITED

(a wholly-owned subsidiary of investment vehicles advised and managed by

POLLEN STREET CAPITAL LIMITED)

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

Court Sanction of Scheme of Arrangement

On 8 March 2024, Tiger Bidco Limited ("Bidco"), a wholly-owned subsidiary of
investment vehicles advised and managed by Pollen Street Capital Limited
("PSC"), and Mattioli Woods plc ("Mattioli Woods") announced that they had
reached agreement on the terms and conditions of a recommended cash offer by
Bidco for the entire issued and to be issued share capital of Mattioli Woods
(the "Acquisition").

The Acquisition is proposed to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The
scheme document in respect of the Acquisition was published on 28 March 2024
(the "Scheme Document"). The Scheme and its implementation were approved on 25
April 2024 at the Court Meeting and General Meeting.

Capitalised terms used but not defined in this announcement have the meaning
given to them in the Scheme Document.

On 21 August 2024, Mattioli Woods announced that approval to the Scheme had
been granted under the NS&I Act and, as a result, Condition 3(d) of Part A
of Part III of the Scheme Document was satisfied.

Sanction of the Scheme

Mattioli Woods and Bidco are pleased to announce that the High Court of
Justice in England and Wales has today made an order sanctioning the Scheme
under section 899 of the Companies Act pursuant to which the Acquisition is
being implemented.

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Court Sanction Hearing. The Scheme is expected
to become Effective on 3 September 2024 and a further announcement will be
made at that time.

Mattioli Woods Non-Executive Directors

The 2.7 Announcement and the Scheme Document contained a statement that Bidco
expected the non-executive directors of Mattioli Woods to resign upon
completion of the Acquisition.

It has subsequently been agreed between Bidco and the non-executive directors
that it would be preferable for the current non-executive directors of
Mattioli Woods to remain in place at completion to provide for a timely
transition in the coming months, on their current terms of appointment.

Next steps and timetable

There has been no change to the expected timetable of principal events for the
Acquisition set out in the announcement made by Mattioli Woods on 19 August
2024.

The last day for dealings in, and registration of transfers of, and
disablement in CREST of, Mattioli Woods Shares on AIM, is expected to be 2
September 2024. The Scheme Record time will be 6.00 p.m. on 2 September 2024.
Scheme Shareholders on Mattioli Woods' register of members at the Scheme
Record Time will, upon the Scheme becoming Effective, be entitled to 804 pence
in cash.

Mattioli Woods Shares will be suspended from trading on AIM with effect from
7.30 a.m. on 3 September 2024. No transfers of Mattioli Woods Shares will be
registered after 7.30 a.m. on that date. Once suspended, it is not expected
that trading in Mattioli Woods Shares will recommence.

An application has been made to the London Stock Exchange for the cancellation
of the admission to trading of Mattioli Woods Shares on AIM. It is expected
that, subject to the Scheme becoming Effective, the admission to trading of
Mattioli Woods Shares on AIM will be cancelled with effect from 7:00 a.m. on 4
September 2024.

On the Effective Date, entitlements to Scheme Shares held within CREST will be
cancelled and share certificates in respect of Scheme Shares will cease to be
valid documents of title.

A further announcement will be made when the Scheme has become Effective.

Full details of the Acquisition are set out in the Scheme Document.

If any of the expected times and/or dates set out above change, the revised
times and/or dates will be notified to Mattioli Woods Shareholders by
announcement through a Regulatory Information Service. Such announcement will,
subject to certain restrictions relating to persons in Restricted
Jurisdictions, also be available on the websites of Mattioli Woods and Bidco
at https://mattioliwoods.com/investor/recommended-offer
(https://mattioliwoods.com/investor/recommended-offer) and
https://tiger.pollencap.com/ (https://tiger.pollencap.com/) respectively.

All references to times in this announcement are to London times unless
otherwise stated.

- Ends -

Enquiries:

 Mattioli Woods plc                                                              +44 (0) 116 240 8700

 Ian Mattioli MBE DL, Chief Executive Officer

 Ravi Tara, Chief Financial Officer

 Michael Wright, Deputy Chief Executive Officer

 Nathan Imlach, Chief Strategic Adviser

 Fenchurch Advisory Partners LLP (Financial Adviser to Mattioli Woods)           +44 (0) 207 382 2222

 Graham Marchant, Founding Partner

 Divya Dhar, Managing Director

 Anthony Ambler, Vice President

 Canaccord Genuity Limited (Nominated Adviser and Joint Corporate Broker to      +44 (0) 207 523 8000
 Mattioli Woods)

 Emma Gabriel, Managing Director

 Harry Pardoe, Director

 Singer Capital Markets Advisory LLP (Joint Corporate Broker to Mattioli Woods)  +44 (0) 207 496 3000

 Tom Salvesen, Head of Investment Banking

 James Moat, Director

 Charles Leigh-Pemberton, Director

 Camarco (Capital Market Communications Ltd) (Financial PR Adviser to Mattioli   +44 (0) 20 3757 4980
 Woods)

 Louise Dolan, Senior Director

 Julia Tilley, Senior Director

 Alex Campbell, Senior Consultant
 Rothschild & Co (Financial Adviser to Bidco)                                    +44 (0) 20 7280 5000

 Gaurav Parkash

 Peter Brierley
 FGS Global (Communications adviser to Pollen Street Capital)                    +44 (0) 7855 955 531

 Chris Sibbald

Walker Morris LLP is acting as legal adviser to Mattioli Woods. Slaughter and
May is acting as legal adviser to Pollen Street Capital.

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Mattioli Woods
in any jurisdiction in contravention of applicable law. The Acquisition will
be implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document),
which contains the full terms and conditions of the Acquisition.

This announcement does not constitute a prospectus or a prospectus-equivalent
document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the FSMA, if you are
resident in the United Kingdom, or from another appropriately authorised
independent financial adviser if you are taking advice in a territory outside
the United Kingdom.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Bidco and for no-one else in connection
with the Acquisition and will not regard any other person as its client in
relation to the Acquisition and will not be responsible to anyone other than
Bidco for providing the protections afforded to clients of Rothschild &
Co, nor for providing advice in relation to any matter referred to in this
announcement.

Overseas Shareholders

This announcement has been prepared in accordance with and for the purpose of
complying with English law, the Code, the Market Abuse Regulation, the AIM
Rules and the Disclosure Guidance and Transparency Rules and 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
other than England.

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves of, and observe, any
applicable requirements of their jurisdictions.

The availability of the Acquisition to Mattioli Woods Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions. 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.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition is not being, and 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 Acquisition by any such use, means or
instrumentality or from 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 any formal
documentation 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 any Restricted Jurisdiction and persons receiving this
announcement and all such documents relating to the Acquisition (including,
without limitation, agents, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send them in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Acquisition. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and regulation),
the Takeover Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any other means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer shall not be capable of acceptance by any such use,
means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Mattioli Woods contain certain statements
which are, or may be deemed to be, "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Bidco and/or Mattioli Woods (as the case may be) about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward-looking statements.

These forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts. Forward-looking statements
often use words such as "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and assessments
made by Mattioli Woods and/or Bidco in light of their experience and their
perception of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature, forward-looking
statements involve known and unknown risk and uncertainty, because they relate
to events and depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results, performance or developments to differ
materially from those expressed in or implied by such forward-looking
statements. The factors that could cause actual results to differ materially
from those described in the forward-looking statements, include, but are not
limited to: the ability to complete the Acquisition, the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms, changes in the global, political, economic,
business or competitive environments and in market and regulatory forces,
changes in financial regulatory matters, changes in future exchange and
interest rates, changes in tax law or rates and future business combinations
or dispositions.

Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore cautioned
not to place undue reliance on these forward-looking statements which speak
only as at the date of this announcement. Neither Mattioli Woods nor Bidco
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 10(th) 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
per cent. 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 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement and the
documents required to be published under Rule 26 of the Code will be made
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on Mattioli Woods' website at
https://mattioliwoods.com/investor/recommended-offer and Bidco's website at
https://tiger.pollencap.com/ by no later than 12 noon (London time) on the
business day following the date of this announcement. For the avoidance of
doubt, the contents of these websites are not incorporated by reference and do
not form part of this announcement.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Bidco or Mattioli Woods for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for Bidco or Mattioli Woods, as appropriate.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Mattioli Woods Shareholders, persons
with information rights and participants in Mattioli Woods Share Plans may
request a hard copy of this announcement by contacting Mattioli Woods'
registrars, Link Group, by submitting a request by email at
shareholderenquiries@linkgroup.co.uk, or in writing to Link Group, Central
Square, 29 Wellington Street, Leeds LS1 4DL or by calling between 9.00 a.m.
and 5.30 p.m., Monday to Friday (except public holidays in England and Wales)
on 0371 664 0321 if calling from the UK, or +44 (0) 371 664 0321 if calling
from outside the UK. Calls are charged at the standard geographical rate and
will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate.

Please note that Link Group cannot provide any financial, legal or tax advice
and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Mattioli Woods Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Mattioli Woods may be provided to Bidco during the offer period as required
under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the
Code.

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