REG - Mattioli Woods PLC - Results of Court Meeting and General Meeting

Mattioli WoodsAnnouncement

25/04/2024 13:15

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RNS Number : 0767M  Mattioli Woods PLC  25 April 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 or regulations of such jurisdiction.

FOR IMMEDIATE RELEASE

25 April 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

RESULTS OF COURT MEETING AND GENERAL MEETING

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").

The scheme document containing, among other things, the full terms and
conditions of the Acquisition and the notices convening the Court Meeting and
the General Meeting, was posted to Mattioli Woods Shareholders on 28 March
2024 (the "Scheme Document").

Other than as expressly set out in this announcement, the terms used but not
defined in this announcement have the meanings given to them in the Scheme
Document.

The Mattioli Woods Board is pleased to announce that, at the Court Meeting and
the General Meeting held earlier today to consider the resolutions relating to
the Acquisition, all resolutions proposed (details of which are set out in the
notices of the Meetings contained in Parts X and XI of the Scheme Document)
were passed by the requisite majorities and, accordingly, the Scheme was
approved.

At the Court Meeting, a majority in number of the Scheme Shareholders present
and voting (and entitled to vote) in person or by proxy, representing not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders, approved the Scheme.

At the General Meeting, Mattioli Woods Shareholders passed the Special
Resolutions to, among other things, amend Mattioli Woods' articles of
association in connection with the Scheme, authorise the Mattioli Woods
Directors to take all such action as they may consider necessary or
appropriate for carrying the Scheme into effect and, subject to and
conditional on the Scheme becoming effective, re-register Mattioli Woods as a
private limited company.

At the Scheme Voting Record Time, Mattioli Woods had 51,988,787 Mattioli Woods
Shares in issue, with a nominal value of £0.01 each. As at the Scheme Voting
Record Time, Mattioli Woods held no Mattioli Woods Shares in treasury.

The detailed voting results in relation to the Court Meeting and the General
Meeting are set out below.

Voting results of the Court Meeting

The table below sets out the results of the poll conducted at the Court
Meeting held on 25 April 2024 at 10.00 a.m. Each Scheme Shareholder, present
in person or by proxy, was entitled to one vote per Scheme Share held at the
Scheme Voting Record Time. Therefore, in respect of the Court Meeting, the
total number of voting rights in Mattioli Woods as at the Scheme Voting Record
Time was 51,988,787.

 Results of Court Meeting                                                        FOR((3))    AGAINST    TOTAL
 Number of Scheme Shares voted                                                   32,130,278  1,461,643  33,591,921
 Percentage of Scheme Shares voted((1))                                          95.65%      4.35%      100.00%
 Number of Scheme Shareholders who voted((2))                                    92          13         105
 Percentage of Scheme Shareholders who voted((1)(2))                             87.62%      12.38%     100.00%
 Number of Scheme Shares voted as a percentage of issued share capital entitled  61.80%      2.81%      64.61%
 to vote on the Scheme((1))

 

(1)  Rounded to two decimal places.

(2)  Where a Scheme Shareholder has cast some of their votes "for" and some
of their votes "against" the resolution, such Scheme Shareholder has been
counted as having voted both "for" and "against" the resolution for the
purposes of determining the number and percentage of Scheme Shareholders who
voted as set out in this row.

(3)  Any proxy appointments which gave discretion to the Chair have been
included in the vote 'For' total.

 

Voting results of the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting held on 25 April 2024 at 10.15 a.m. Each Mattioli Woods Shareholder,
present in person or by proxy, was entitled to one vote per Mattioli Woods
Share held at the Scheme Voting Record Time. Therefore, in respect of the
General Meeting, the total number of voting rights in Mattioli Woods as at the
Scheme Voting Record Time was 51,988,787.

 

                                         FOR((3))                                    AGAINST                                     TOTAL            WITHHELD((1))
 Special Resolution                      Number of votes  Percentage of votes ((2))  Number of votes  Percentage of votes ((2))  Number of votes  Number of votes
 (a) Directors' authority resolution     29,269,794       95.27%                     1,451,857        4.73%                      30,721,651       6,955,255
 (b) Articles of association resolution  29,254,460       95.27%                     1,451,857        4.73%                      30,706,317       6,970,589
 (c) Re-registration resolution          29,269,794       95.27%                     1,451,857        4.73%                      30,721,651       6,955,255

 

(1)  A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the Special
Resolutions.

(2)  Rounded to two decimal places.

(3)  Any proxy appointments which gave discretion to the Chair have been
included in the vote 'For' total.

 

Effective Date and Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part III of the Scheme Document) have been
satisfied.

The Scheme remains subject to the sanction by the Court at the Court Sanction
Hearing and the satisfaction (or, where applicable, waiver) of the other
Conditions to the Scheme, including the FCA Condition, (as set out in Part III
of the Scheme Document).

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 15 of the Scheme Document and as below:

 

 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((1))                                              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 accounts for cash   14 days after the Effective Date
 consideration due under the Scheme
 Long Stop Date((2))                                                            7 December 2024

 

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.

 

(1)   The Scheme can become Effective only if all Conditions to the Scheme
and the sanction of the Court, have been satisfied (unless, where applicable,
the relevant Condition is waived). The Scheme will become Effective upon a
copy of the Court Order being delivered to the Registrar of Companies. This is
expected to occur during the second or third quarter of the calendar year
2024.

(2)   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.

 

-     ENDS   -

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

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

 Graham Marchant, Founding Partner and Senior Managing Director

 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, 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.

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.

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. 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 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
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
(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.

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
(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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