River and Mercantile Group PLC Return of Capital: B Share Purchase Offer (9085N)
07 Junho 2022 - 4:00AM
UK Regulatory
TIDMRIV
RNS Number : 9085N
River and Mercantile Group PLC
07 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, 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
7 June 2022
LEI: 2138005C7REHURGWHW31
River and Mercantile Group PLC (RMG or the Company)
Return of Capital: B Share Purchase Offer
Further to the publication on 8 March 2022 of the explanatory
circular regarding the B Share Scheme (the Circular), the passing
of all the required resolutions at RMG's General Meeting on 1 April
2022 and the issue and allotment of 85,823,864 B Shares on 6 June
2022, Jefferies International Limited (Jefferies) (acting as
principal, and not as agent, nominee or trustee for RMG) has agreed
with RMG to make the B Share Purchase Offer in accordance with the
Circular and the terms of the Purchase Offer Deed.
Jefferies hereby makes the B Share Purchase Offer, acting as
principal (and not as agent, nominee or trustee), to purchase all
of the B Shares (being 85,823,864 B Shares) for an amount of
GBP189,996,868.91 in aggregate (free of all expenses and
commissions). As 85,823,864 B Shares were in issue as at 7.00 a.m.
on 7 June 2022, the offer price is 221.38 pence per B Share (with
payments to each Shareholder rounded down to the nearest number of
whole pence). Each of the Independent RMG Directors and the Company
Secretary of RMG are irrevocably authorised (on behalf of each
Shareholder) to accept the B Share Purchase Offer under the
Company's Articles of Association and no Shareholder is separately
able to accept or reject the B Share Purchase Offer in respect of
the B Shares that it receives. A further announcement will be made
following the completion of the B Share Purchase Offer.
Shareholder Helplines
If you have any questions about the B Share Scheme, you should
visit help.shareview.co.uk or, alternatively, please call the
Equiniti shareholder helpline between 8.30 a.m. and 5.30 p.m. (UK
time) Monday to Friday (except public holidays in England and
Wales) on 0371 384 2050 (calls to this number are charged at the
standard geographical rate and will vary by provider) or on +44 (0)
371 384 2050 from outside the UK (charged at the applicable
international rate). Please note that calls may be monitored or
recorded and the helpline cannot provide financial, legal or tax
advice or advice on the merits of the B Share Scheme.
Enquiries:
River and Mercantile Group PLC +44 (0) 20 3327 5100
Montfort Communications
Gay Collins +44 (0) 7798 626282
Toto Reissland +44 (0) 7976 098139
Jefferies
Paul Nicholls
Sam Barnett +44 (0) 20 7029 8211
Important Notices
Capitalised terms used in this announcement which are not
otherwise defined in this announcement have the same meaning as in
the Circular, which is available at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism and on RMG's
website at https://riverandmercantile.com/ . All references to time
in this announcement are to London time.
Jefferies, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
the Company as financial adviser and broker and for no one else in
connection with the B Share Scheme and will not be responsible to
anyone other than the Company for providing the protection offered
to clients of Jefferies nor for providing advice in relation to the
B Share Scheme or any other matters referred to in this
announcement.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. This announcement does not constitute
an invitation to participate in the B Share Scheme in or from any
jurisdiction in or from which, or to or from whom, it is unlawful
to make such offer under applicable securities laws or otherwise or
where such offer would require a prospectus to be published.
Neither this announcement, nor any other document issued in
connection with the proposed return of capital to Shareholders, may
be issued or distributed to any person except under circumstances
which do not constitute an offer to the public under applicable
securities laws.
The contents of this announcement are not to be construed as
legal, business or tax advice. Each Shareholder should consult
their own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice respectively.
Notice to Overseas Shareholders
Shareholders who are not resident in the United Kingdom or who
are citizens, residents or nationals of other countries should
consult their professional advisers to ascertain whether the issue,
holding or disposal of the B Shares will be subject to any
restrictions or require compliance with any formalities imposed by
the laws or regulations of, or any body or authority located in,
the jurisdiction in which they are resident or to which they are
subject. In particular, it is the responsibility of any Overseas
Shareholder to satisfy itself as to full observance of the laws of
each relevant jurisdiction in connection with the B Share Scheme,
including the obtaining of any government, exchange control or
other consents which may be required, or the compliance with other
necessary formalities needing to be observed and the payment of any
issue, transfer or other taxes or duties in such jurisdiction.
Further details in relation to Overseas Shareholders is
contained in paragraph 6 of Part II (Details of the B Share Scheme)
of the Circular.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFFMLTMTMMBMT
(END) Dow Jones Newswires
June 07, 2022 03:00 ET (07:00 GMT)
River And Mercantile (LSE:RIV)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
River And Mercantile (LSE:RIV)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024