REG - Mattioli Woods PLC - Scheme Effective

Mattioli WoodsAnnouncement

03/09/2024 11:45

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RNS Number : 7295C  Mattioli Woods PLC  03 September 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

 

3 September 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

Scheme Effective

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 being implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme"). Mattioli Woods
published a scheme document relating to the Scheme on 28 March 2024 (the
"Scheme Document").

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

On 30 August 2024, Mattioli Woods announced that the High Court of England and
Wales had made an order sanctioning the Scheme under section 899 of the
Companies Act at the Court Hearing held on that day.

Scheme Effective

Mattioli Woods and Bidco are pleased to announce that, following the delivery
of a copy of the Court Order to the Registrar of Companies, the Scheme has now
become Effective in accordance with its terms and the entire issued and to be
issued ordinary share capital of Mattioli Woods is now owned by Bidco.

Suspension and cancellation of listing and trading

As previously advised, Mattioli Woods Shares were suspended from trading on
AIM at 7:30 a.m. this morning. Following the application to the London Stock
Exchange, the cancellation of the admission to trading of Mattioli Woods
Shares on AIM is expected to take effect at 7:00 a.m. on 4 September 2024.

As a result of the Scheme becoming Effective, share certificates in respect of
Mattioli Woods Shares have ceased to be valid documents of title and
entitlements to Mattioli Woods Shares held in uncertificated form in CREST
have been cancelled.

General

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.

Mattioli Woods is no longer in an 'Offer Period' as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

- Ends -

Enquiries:

 Mattioli Woods plc                                                              +44 (0) 116 240 8700

 Ian Mattioli MBE DL Hon LLD, 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.

Notices relating to financial advisers and nominated adviser

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.

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.

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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