TIDMHW.
RNS Number : 2546E
Harwood Wealth Management Group PLC
26 February 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
26 February 2020
RECOMMED 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
NOTICE OF COURT HEARING AND UPDATED EXPECTED SCHEME
TIMETABLE
Further to Harwood's announcements on 24 February and 17
February 2020, the boards of Harwood and Bidco are pleased to
announce that the Court Hearing has now been scheduled to be heard
on 6 March 2020.
An updated expected timetable of principal events is set out
below.
Expected Timetable of Principal Events
The following indicative timetable sets out the revised expected
dates for implementation of the Scheme.
The following dates and times associated with the Scheme may be
subject to further change and will depend on, among other things,
the date on which the Conditions to the Scheme are satisfied or
waived, and the date on which the Court sanctions the Scheme.
Harwood will give adequate notice of any further updates or changes
to these dates and times, when known, by issuing a further
announcement through a Regulatory Information Service. See also
note (1) below.
Election Return Time 1.00 p.m. on 4 March 2020
Court Hearing 6 March 2020
Date on which the Court makes 6 March 2020
its order sanctioning the Scheme
Last day of dealings in, and for 6 March 2020
registration of transfers of,
Harwood Shares
Disablement in CREST of Harwood 6.00 p.m. on 6 March 2020
Shares
Scheme Record Time 6.00 p.m. on 6 March 2020
Scheme Effective Time after 6.00 p.m. on 6 March
2020 (2)
Effective Date 6 March 2020
Suspension of trading in Harwood 7.30 a.m. on 9 March 2020
Shares on AIM
Cancellation of the admission 7.00 a.m. on 10 March 2020
to trading of Harwood Shares on
AIM
Despatch of cheques and (if applicable) within 14 days of the Effective
share certificates and crediting Date
of CREST accounts with cash due
Long Stop Date 18 June 2020(3)
Notes:
(1) The dates and times given are indicative only, are based on
current expectations and may be subject to further change .
References to times are to London time, unless otherwise stated. If
any of the times and/or dates above change further, the revised
times and/or dates will be announced via a Regulatory Information
Service.
(2) The "Scheme Effective Time" of the Scheme is the date and
time at which the Scheme becomes effective pursuant to its terms
and will be on delivery of the Scheme Court Order to the Registrar
of Companies in the UK. The Scheme Court Order is expected to be
delivered to the Registrar of Companies on the date on which the
Court makes the Scheme Court Order such that, following the Scheme
Record Time, the Scheme will become Effective. The events which are
stated as occurring on subsequent dates, including the crediting of
CREST accounts, are conditional on the Scheme Effective Time and
operate by reference to this time.
(3) 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 Harwood may, with the consent of the Panel,
agree and, if required, the Court may allow.
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 +44 (0) 20 7894 3561
Christa Zipf +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 27 February 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.
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.
END
OUPKKABQABKDNBB
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February 26, 2020 11:47 ET (16:47 GMT)
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