REG - Mattioli Woods PLC - Publication of Scheme Document 2.10(a)

Mattioli WoodsAnnouncement

28/03/2024 07:15

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RNS Number : 6174I  Mattioli Woods PLC  28 March 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

28 March 2024

Publication of Scheme Document and disclosure under Rule 2.10(a) of the Code
in respect of the

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

PUBLICATION OF SCHEME DOCUMENT

On 8 March 2024, the boards of directors of Mattioli Woods plc ("Mattioli
Woods") and Tiger Bidco Limited ("Bidco") announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition
pursuant to which Bidco will acquire the entire issued, and to be issued,
share capital of Mattioli Woods (the "Acquisition"). The Acquisition is
intended to be effected by means of a Court-sanctioned scheme of arrangement
(the "Scheme") under Part 26 of the Companies Act 2006 (the "Act").

Publication of the Scheme Document

Mattioli Woods is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document") has been published today, setting out (among
other things) a letter from the Chair of Mattioli Woods, an explanatory
statement pursuant to section 897 of the Act, the full terms and conditions of
the Acquisition, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting and details of the actions to be taken
by Mattioli Woods Shareholders, together with the related Forms of Proxy for
the Court Meeting and the General Meeting. The Scheme Document will be made
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at Mattioli Woods' website at
https://mattioliwoods.com/investor/recommended-offer
(https://mattioliwoods.com/investor/recommended-offer) and Bidco's website at
https://tiger.pollencap.com/ (https://tiger.pollencap.com/) .

Hard copies of the Scheme Document (or, depending on Mattioli Woods
Shareholders' communication preferences, a letter or email giving details of
the website where the Scheme Document may be accessed) and Forms of Proxy for
the Court Meeting and the General Meeting will be sent to Mattioli Woods
Shareholders, other than to Mattioli Woods Shareholders in Restricted
Jurisdictions.

Capitalised terms used in this announcement shall, unless otherwise stated,
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.

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible Mattioli Woods Shareholders vote in favour of the
Special Resolutions at the General Meeting. The Scheme must also be sanctioned
by the Court. The Scheme is also subject to the satisfaction or waiver (where
applicable) of the other Conditions and further terms, as described more fully
in the Scheme Document (including the FCA Condition).

Notices of the Court Meeting and the General Meeting of Mattioli Woods, both
of which will be held at 1 New Walk Place, Leicester LE1 6RU on 25 April
2024, are set out in the Scheme Document. The Court Meeting will start at
10.00 a.m. on that date and the General Meeting at 10.15 a.m. or as soon
thereafter as the Court Meeting concludes or is adjourned.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Scheme Shareholders and Mattioli Woods Shareholders
before the Meetings, through Mattioli Woods' website at
https://mattioliwoods.com/investor/recommended-offer
(https://mattioliwoods.com/investor/recommended-offer) and by announcement
through a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of shareholder opinion. Mattioli Woods Shareholders are
strongly encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure their vote is recorded.

Recommendation

The Mattioli Woods Directors, who have been so advised by Fenchurch as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the Mattioli Woods
Directors, Fenchurch has taken into account the commercial assessments of the
Mattioli Woods Directors. Fenchurch is providing independent financial advice
to the Mattioli Woods Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the Mattioli Woods
Directors recommend unanimously that the Scheme Shareholders vote in favour of
the Scheme at the Court Meeting and Mattioli Woods Shareholders vote in favour
of the Special Resolutions to be proposed at the General Meeting, as the
Mattioli Woods Directors who hold Mattioli Woods Shares have
irrevocably undertaken to do in respect of their own beneficial holdings (and
the beneficial holdings of their close relatives and related trusts).

Mattioli Woods Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Mattioli Woods Shareholders at the General Meeting and on
the satisfaction (or, where applicable, waiver) of the other Conditions set
out in the Scheme Document, including the FCA Condition and the sanction of
the Court. The Scheme is expected to become effective during the second or
third quarter of the calendar year 2024.

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, Mattioli Woods Shares on
AIM of the London Stock Exchange will be the Business Day after the Court
Sanction Hearing and no transfers shall be registered after 6.00 p.m. on that
date, and dealings in Mattioli Woods Shares will be suspended from 7.30 a.m.
on the second Business Day after the Court Sanction Hearing. It is intended
that prior to the Effective Date an application will be made to the London
Stock Exchange for Mattioli Woods Shares to cease to be admitted to trading on
AIM, to take effect at 7.00 a.m. on the Business Day immediately following the
Effective Date.

 

ADDITIONAL IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT RECEIVED

In accordance with Rule 2.10(a) of the Code, Bidco announces that, following
the announcement made on 8 March 2024 in accordance with Rule 2.7 of the Code
(the "Offer Announcement"),  it has procured 18 additional irrevocable
undertakings from management and employee shareholders of Mattioli Woods,
including from co-founder, Robert Woods; from senior consultants, Murray Smith
and Adeline Christie; from founder of Hurley Partners, Anthony Hurley; and
from Managing Director of Doherty, Terry Lappin, to vote (or, where
applicable, procure voting) in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting (or in the event that
the Acquisition is implemented by an Offer, to accept or procure acceptance of
such Offer) in respect of their own beneficial holdings of Mattioli Woods
Shares and those of their close relatives and related trusts (or those
Mattioli Woods Shares over which they, or their close relatives and related
trusts, have control), as follows:

 Name                    Number of Mattioli Woods Shares in respect of which undertaking is given  Percentage of existing issued share capital of Mattioli Woods
 Robert Woods            662,030                                                                   1.27%
 Anthony Hurley          542,133                                                                   1.04%
 Andrew Craig            406,991                                                                   0.78%
 Stella Panu             406,991                                                                   0.78%
 Andrew Ferguson         254,370                                                                   0.49%
 Terence Lappin          195,599                                                                   0.38%
 David Hardman           172,942                                                                   0.33%
 Colin Anderson          92,263                                                                    0.18%
 Murray Smith            77,878                                                                    0.15%
 Adeline Christy         66,622                                                                    0.13%
 Alan Thomson            65,232                                                                    0.13%
 Paul Johnston           58,930                                                                    0.11%
 Claire Hughes           53,158                                                                    0.10%
 Emma Thomas             46,118                                                                    0.09%
 Ewan Mackinnon          45,455                                                                    0.09%
 David Milroy            45,455                                                                    0.09%
 John Dooher             43,423                                                                    0.08%
 Richard Shepherd-Cross  32,614                                                                    0.06%

In addition, in accordance with Rule 2.10(a) of the Code, Bidco announces that
it has also procured a non-binding letter of intent from Unicorn Asset
Management Limited (also signing for and on behalf of Unicorn AIM VCT PLC)
confirming its intention, as at the date of the letter, to vote in favour of
any resolutions proposed by Mattioli Woods (whether at a general meeting of
Mattioli Woods or any meeting convened by a court in relation to the scheme of
arrangement (including, in each case, any separate class meeting and any
adjournment thereof)) with respect to the implementation of the Acquisition
and, if the Acquisition is implemented by way of takeover offer, to promptly
accept the offer when made, in respect of, in aggregate, 1,215,380 Mattioli
Woods Shares, representing approximately 2.34 per cent. of the existing issued
ordinary share capital of Mattioli Woods as at close of business on 26 March
2024 (being the latest practicable date prior to the date of this
announcement).

The obligations contained in the irrevocable undertakings referred to above
lapse and cease to have effect: (i) if Bidco announces that it does not intend
to proceed with the Acquisition and no new, revised or replacement Scheme or
Offer is announced by the Offeror in accordance with Rule 2.7 of the Code at
the same time; or (ii) on the earlier of (I) the Long Stop Date; or (II) the
date on which the Acquisition (whether implemented by way of a Scheme or an
Offer) is withdrawn or lapses in accordance with its terms, provided that
sub-limb (II) shall not apply where the Acquisition is withdrawn or lapses as
a result of the Offeror exercising its right to implement the Acquisition by
way of an Offer in accordance with the Code rather than by way of a Scheme or
vice versa.

In total therefore, together with the irrevocable undertakings from the
Mattioli Woods Directors and Management Shareholders disclosed in the Offer
Announcement, Bidco has procured irrevocable undertakings, and a non-binding
letter of intent, in respect of, in aggregate, 10,936,658 Mattioli Woods
Shares, representing approximately 21.06 per cent. of the existing issued
ordinary share capital of Mattioli Woods as at close of business on 26 March
2024 (being the latest practicable date prior to the date of this
announcement).

Capitalised terms in this section (Additional irrevocable undertakings and
letter of intent received), unless otherwise stated, have the meanings given
to them in the Offer Announcement.

Questions

 

If Mattioli Woods Shareholders have any questions about this announcement, the
Scheme Document, the Court Meeting or the General Meeting, or you are in any
doubt as to how to complete the Forms of Proxy or to submit your proxies
electronically, please contact Mattioli Woods' registrars, Link Group, either
by email shareholderenquiries@linkgroup.co.uk or call between 9.00 a.m. and
5.30 p.m., Monday to Friday (excluding 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 will be charged at the standard geographic 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.

Enquiries:

 Mattioli Woods plc                                                              +44 (0) 116 240 8700

 Ian Mattioli MBE, 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

 Divya Dhar

 Anthony Ambler

 Romane Zarzycki

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

 Emma Gabriel, Managing Director

 Harry Pardoe, Vice President

 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 4998
 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

 

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

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Mattioli Woods' and Bidco's
current expected dates for the implementation of the Scheme and is subject to
change. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Mattioli Woods Shareholders
by announcement through a Regulatory Information Service, with such
announcement also being made available on Mattioli Woods' and Bidco's
websites.

 Event                                            Time and/or date (2024)((1))
 Publication of this Document                     28 March
 Latest time for lodging Forms of Proxy for the:
 Court Meeting (BLUE form)                        10.00 a.m. on 23 April((2))
 General Meeting (YELLOW form)                    10.15 a.m. on 23 April((3))
 Scheme Voting Record Time                        6.00 p.m. on 23 April((4))
 Court Meeting                                      10.00 a.m. on 25 April
 General Meeting                                  10.15 a.m. on 25 April((5))

The following dates and times are indicative only and are subject to
change.((1))

 Court Sanction Hearing                                                   A date ("D") expected to be in the second or third quarter of calendar year
                                                                          2024, subject to regulatory clearances
 Last day for dealings in, and for the registration of transfers of, and  D+1 Business Days
 disablement in CREST of, Mattioli Woods Shares
 Scheme Record Time                                                       6.00 p.m. on D+1 Business Days
 Suspension of dealings in Mattioli Woods Shares                          at 7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                             D+2 Business Days
 Cancellation of admission to trading of Mattioli Woods Shares on AIM     at 7.00 a.m. on D+3 Business Days
 Latest date for despatch of cheques and crediting of CREST               14 days after the Effective Date

 accounts for cash consideration due under the Scheme
 Long Stop Date((6))                                                      7 December 2024

(1)   The dates and times given are indicative only and are based on current
expectations and are subject to change. The dates and times will depend, among
other things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.

Participants in the Mattioli Woods Share Plans will receive a separate
communication to inform them of the effect of the Scheme on their rights under
the Mattioli Woods Share Plans, including details of any appropriate proposals
being made to them and dates and times relevant to them.

(2)     It is requested that BLUE Forms of Proxy for the Court Meeting be
received at least 48 hours prior to the time appointed for the Court Meeting
or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for
any adjourned Court Meeting (excluding, in each case, any part of such 48-hour
period falling on a non-working day). If the BLUE Form of Proxy for the Court
Meeting is not received by the deadline referred to above, it may be handed to
the Chair of the Court Meeting or to the registrar, Link Group, on behalf of
the Chair of the Court Meeting before the start of the Court Meeting (or any
adjournment of it).

(3)     In order to be valid, the YELLOW Forms of Proxy for the General
Meeting must be received no later 48 hours prior to the time appointed for the
General Meeting or, if the General Meeting is adjourned, at least 48 hours
before the start of the adjourned General Meeting (in each case, excluding any
part of such 48-hour period falling on a non-working day). The YELLOW Forms of
Proxy cannot be presented in person to the Link Group representative at the
General Meeting and will be invalid if submitted after the deadline referred
to above.

(4)     If either the Court Meeting or the General Meeting is adjourned,
the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00
p.m. on the day which is two Business Days prior to the date of the adjourned
Meeting.

(5)     To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)     This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as Bidco and
Mattioli Woods may, with the consent of the Panel, agree and (if required) the
Court may allow.

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 will contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should be made
only on the basis of the information contained in the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the offer
document).

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.

Notices relating to financial advisers and nominated adviser

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.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Mattioli Woods and no-one else in connection with the
Acquisition described in this announcement and accordingly will not be
responsible to anyone other than Mattioli Woods for providing the protections
afforded to its clients nor for providing advice in relation to the matters
described in this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as nominated adviser and corporate broker exclusively for Mattioli Woods and
for no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
referred to in this announcement and will not be responsible to anyone other
than Mattioli Woods for providing the protections afforded to clients of
Canaccord Genuity, nor for providing advice in relation to the contents of
this announcement or any other matter referred to in this announcement.

Singer Capital Markets Advisory LLP ("Singer"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
as corporate broker exclusively for Mattioli Woods and for no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than Mattioli Woods
for providing the protections afforded to clients of Singer, nor for providing
advice in relation to the contents of this announcement or any other 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. In particular, the ability of persons who
are not resident in and citizens of the United Kingdom to vote their Mattioli
Woods 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.

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 will be 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 10(th) 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, the
Scheme Document 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
(https://mattioliwoods.com/investor/recommended-offer) and Bidco's website at
https://tiger.pollencap.com/ (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.

 

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
(mailto: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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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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