REG - Harwood Wealth Mgmt - Completion of Acquisition by Bidco

Royal Bank of CanadaAnnouncement

10/03/2020 08:05

RNS Number : 5209F
  
Harwood Wealth Management Group PLC
  
10 March 2020
  
 

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                                                                                                              10 March 2020
RECOMMENDED CASH ACQUISITION
of
HARWOOD WEALTH MANAGEMENT GROUP PLC ("HARWOOD")
by
HURST POINT TOPCO LIMITED ("BIDCO")
a newly formed company indirectly controlled by funds managed by Carlyle 
COMPLETION OF ACQUISITION BY BIDCO
Harwood and Bidco are pleased to announce that, further to the announcement dated 6 March 2020 that the Court had sanctioned the Scheme, the Scheme Court Order has been delivered to the Registrar of Companies and accordingly, the recommended cash acquisition by Bidco of Harwood has now become effective in accordance with its terms and the entire issued share capital of Harwood is owned by Bidco.
Admission to trading of Harwood Shares on AIM is cancelled with effect from 7.00 a.m. today, 10 March 2020.
As a result of the Scheme having become effective, share certificates in respect of Harwood Shares have ceased to be valid documents of title and entitlements to Harwood Shares held in uncertificated form in CREST have been cancelled.
Harwood Shareholders who were on the Harwood Register of Members at the Scheme Record Time, being 6.00 p.m. on 6 March 2020, will receive, in accordance with the elections made by them, the consideration due in respect of the Cash Offer, the First Alternative Offer or the Second Alternative Offer, in each case within 14 days of the Effective Date, being 9 March 2020.
General
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme document sent to Harwood Shareholders on 20 January 2020 (the "Scheme Document"), a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the Harwood website at www.harwoodwealth.co.uk. 
Enquiries:




Alma PR (Harwood's PR Adviser):


+44 (0) 79 6107 5844




Rebecca Sanders-Hewett 
Susie Hudson
 


 




Harwood


+44 (0) 23 9355 2004 




Alan Durrant
 


 




Evercore (Harwood's Financial Adviser)


+44 (0) 20 7653 6000




Ollie Clayton
Ed Banks
Demetris Efthymiou
Tariq Ennaji
 


 




N+1 Singer (Harwood's Financial Adviser, NOMAD and broker)
Shaun Dobson
Ben Farrow
Rachel Hayes
 


+44 (0) 20 7496 3000




Bidco


 




Sami Dodangeh

Christa Zipf
 


+44 (0) 20 7894 3561

+1 212 813 4578




RBC Capital Markets (Bidco and Carlyle's Financial Adviser)


+44 (0) 20 7653 4000




Oliver Hearsey
Kristian Triggle
Paul Lim 
 


 




IMPORTANT NOTICES
Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Harwood and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Harwood for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise.  Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement and the Scheme Document.  To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.
N+1 Singer Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser, nominated adviser and corporate broker exclusively for Harwood and no one else in connection with the Acquisition and the matters set out in this announcement, and will not be responsible to any person other than Harwood for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Acquisition or any matter referred to herein.  Neither N+1 Singer nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in delict, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with this announcement, any statement contained herein or otherwise.
RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority and is a subsidiary of Royal Bank of Canada.  RBC Capital Markets is acting exclusively for Bidco and Carlyle and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and/or Carlyle for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.  Neither RBC Capital Markets nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement.  To the fullest extent permitted by applicable law, RBC Capital Markets and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.
Publication on a website
A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Harwood's website at www.harwoodwealth.co.uk by no later than 12 noon (London time) on 11 March 2020.  For the avoidance of doubt, neither the contents of this website nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement or the Scheme Document.
Request for hard copy
Harwood Shareholders may request a hard copy of this announcement by contacting Computershare Investor Services PLC on +44 (0)370 707 1836 between 8.30 a.m. to 5.30 p.m. Monday to Friday or by submitting a request in writing to Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom).  Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.  Harwood Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. 
Important Information 
If Harwood Shareholders are in any doubt about the Acquisition, the contents of this announcement, the Scheme Document or the action they should take, they are recommended to seek their own independent financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.


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