TIDMAFHP TIDMAFHB
RNS Number : 8587R
AFH Financial Group Plc
10 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
10 March 2021
RECOMMED CASH ACQUISITION
of
AFH FINANCIAL GROUP PLC
by
CORTINA BIDCO LIMITED
(a newly incorporated company indirectly controlled by funds
managed by Flexpoint Ford, LLC)
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Publication and posting of Supplemental Scheme Document
On 25 January 2021, it was announced that the board of Cortina
Bidco Limited ("Bidco"), a newly incorporated company indirectly
controlled by funds managed by Flexpoint Ford, LLC ("Flexpoint"),
and the Independent Directors of AFH Financial Group Plc ("AFH" or
the "Company") had reached agreement on the terms of a recommended
all cash acquisition of the entire issued, and to be issued,
ordinary share capital of AFH (the "Acquisition"). The Acquisition
is to be implemented by way of a Court-approved scheme of
arrangement (the "Scheme").
On 8 February 2021, the Company published and posted a circular
to AFH Shareholders (the "Scheme Document"), as part of which John
Wheatley wrote to Shareholders on behalf of the Independent
Directors to set out, amongst other things, the background to, the
terms of, and the reasons for the Independent Directors
recommending, the Acquisition. The Scheme Document also contained,
amongst other things, the Scheme and notices of the Court Meeting
and the General Meeting, which were intended to take place on 1
March 2021.
On 1 March 2021, it was announced that the Court Meeting and the
General Meeting had been adjourned until further notice and, on 2
March 2021, the board of Bidco and the Independent Directors
announced that they had reached agreement on the terms of an
increased recommended cash offer by Bidco to acquire the entire
issued, and to be issued, share capital of AFH at a price of 480
pence per AFH Share (the "Increased Acquisition Price") (the
"Increased Offer").
The Board of Bidco and the Independent Directors of AFH are
pleased to announce that the supplemental scheme document in
relation to the Scheme (the "Supplemental Document") is today being
published and posted to AFH Shareholders (other than to AFH
Shareholders in certain Restricted Jurisdictions). The Supplemental
Document is supplemental to, and should be read in conjunction
with, the Scheme Document. All relevant changes to the information
disclosed in the Scheme Document which are material in the context
of the Scheme Document, and all material new information which has
arisen since the Scheme Document was published on 8 February 2021,
are contained in the Supplemental Document. Where no material
changes to the information disclosed in the Scheme Document have
occurred since the date of the Scheme Document and the information
set out therein continues to apply, the Supplemental Document
cross-refers to the relevant parts of the Scheme Document, as
applicable.
The Independent Directors, who have been so advised by KBW as to
the financial terms of the Increased Offer and the Acquisition,
consider the terms of the Increased Offer and the Acquisition to be
fair and reasonable. In providing its advice, KBW has taken into
account the commercial assessments of the Independent Directors.
KBW is providing independent financial advice to the Independent
Directors for the purposes of Rule 3 of the Code.
Notice of Reconvened Meetings
The Reconvened Court Meeting and the Reconvened General Meeting
are scheduled to be held at AFH House, Buntsford Drive, Stoke
Heath, Bromsgrove, Worcestershire B60 4JE on 26 March 2021 with the
Reconvened Court Meeting scheduled to commence at 11.00 a.m. and
the Reconvened General Meeting scheduled to commence at 11.15 a.m.
(or as soon thereafter as the Reconvened Court Meeting is concluded
or adjourned). Notices of the Reconvened Court Meeting and the
Reconvened General Meeting are set out in the Supplemental
Document.
Subject to the requisite approval of AFH Shareholders at the
Reconvened Court Meeting and the Reconvened General Meeting and the
satisfaction of the Regulatory Condition, which is expected to be
in the second quarter of 2021, a Scheme Court Hearing to sanction
the Scheme will take place at a date expected to be not less than
10 Business Days after the satisfaction of the Regulatory
Condition.
Given the current UK Government guidance and the general
uncertainty on what additional and/or alternative measures may be
put in place in relation to restricting social gatherings in view
of the COVID-19 pandemic, AFH Shareholders (or their proxies) will
not be permitted to attend the Reconvened Meetings physically, save
for AFH Shareholders permitted by the Chair of the relevant
Reconvened Meeting to establish a quorum.
It is therefore very important that, for the Reconvened Court
Meeting in particular, as many votes as possible are cast by proxy
so that the Court may be satisfied that there is a fair and
reasonable representation of AFH Shareholder opinion. AFH
Shareholders are therefore strongly urged to complete, sign and
return their Forms of Proxy, if they have not already done so, via
post or email, or appoint a proxy electronically through CREST as
soon as possible.
AFH will provide a facility for AFH Shareholders (or their
proxies) who wish to attend, ask questions and vote at the relevant
Reconvened Meeting in real time should they wish to do so via a
virtual meeting platform. AFH Shareholders wishing to use this
facility should refer to the relevant details set out in the
Supplemental Document.
Voting
Any votes cast, and Forms of Proxy already submitted, will
continue to be valid and binding in respect of the Reconvened Court
Meeting and/or the Reconvened General Meeting, as applicable,
unless additional Forms of Proxy are submitted in accordance with
the instructions set out in the Scheme Document, the Supplemental
Document and the Forms of Proxy. Accordingly, if you have already
cast your vote, and submitted a Form of Proxy, in respect of the
Court Meeting and/or the General Meeting, as applicable, and you do
not wish to change your vote and/or your proxy appointment(s), you
need take no further action and your votes and/or proxy
appointment(s) will continue to be valid and binding in respect of
the Reconvened Court Meeting and/or the Reconvened General Meeting,
as applicable.
Cancellation of admission of AFH Shares to trading on AIM
If the Scheme becomes Effective in accordance with its terms, it
is currently expected that trading on AIM of AFH Shares will be
suspended at 7.30 a.m. (London time) on the Effective Date. AFH
intends that, prior to the Scheme becoming Effective, an
application will be made to the London Stock Exchange for the AFH
Shares to cease to be admitted to trading on AIM with effect from
shortly after the Effective Date. As soon as possible after the
Scheme becoming Effective, it is intended that AFH will be
re-registered as a private company limited by shares under the
relevant provisions of the Companies Act.
Expected Timetable of Principal Events
A detailed timetable of events for the Scheme is set out in the
appendix to this announcement. These dates are indicative only and
will depend, amongst other things, on the satisfaction of the
Regulatory Condition and the date on which the Court sanctions the
Scheme. If the expected dates change, the Company will give notice
of the changes in an announcement through a Regulatory Information
Service.
Publication of the Supplemental Document
Copies of the Supplemental Document, as well as certain other
documentation in connection with the Acquisition and the Scheme,
are available (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions), free of charge, on AFH's
website at www.afhwm.co.uk/investor-relations .
Words and expressions defined in the Supplemental Document
shall, unless the context provides otherwise, have the same
meanings in this announcement.
Enquiries
AFH Financial Group Plc +44 (0) 152 757 7775
John Wheatley (Chairman)
Alan Hudson (Chief Executive Officer)
Keefe, Bruyette & Woods (acting
through Stifel Nicolaus Europe
Limited) (Sole Financial Adviser
to AFH) +44 (0) 20 7710 7600
Alistair McKay
Alex Price
Dennis Towers
Tiber Karadag
Shore Capital (Nominated Adviser
and broker) +44 (0) 207 408 4090
Hugh Morgan
Daniel Bush
Sarah Mather
Henry Wilcocks
Cortina Bidco Limited via Raymond James
Steven Begleiter
Daniel Edelman
Stephane Essama
Raymond James Financial International
Limited (Sole Financial Adviser
to Bidco) +44 (0) 203 798 5700
Dominic Emery
Edward Griffin
Junya Iwamoto
Further information
Stifel Nicolaus Europe Limited, which also trades under the name
Keefe, Bruyette & Woods ("KBW"), and which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to AFH and no-one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of KBW nor for providing advice in connection with the
matters referred to herein. Neither KBW nor any of its 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 KBW in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited ("Shore Capital") are authorised and regulated
in the United Kingdom by the FCA. Shore Capital is acting
exclusively for AFH and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of Shore Capital or for providing advice in connection with
the matters referred to in this announcement. Neither Shore Capital
nor any of its subsidiaries 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 Shore Capital in connection with this
announcement or any matter referred to herein.
Eversheds Sutherland (International) LLP is retained as legal
adviser to AFH.
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Bidco and no-one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its 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 Raymond James in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
Kirkland & Ellis International LLP is retained as legal
adviser to Flexpoint and Bidco.
The person responsible for arranging for the release of this
announcement on behalf of AFH is Paul Wright, Chief Financial
Officer .
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 AFH in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely by means of the Scheme Document, the
Supplemental Document (or, if applicable, the offer document
containing any Offer), which will contain the full terms and
conditions of the Acquisition including details of how to vote in
respect of the Scheme (or, if applicable, how to accept the Offer).
Any vote in respect of the Scheme or other response in relation to
the Acquisition should be made only on the basis of the information
contained in the Scheme Document, the Supplemental Document (or, if
applicable, the offer document containing any Offer).
Overseas jurisdictions
The availability of the Acquisition to AFH Shareholders who are
not resident in, and citizens of, the UK 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 the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their AFH Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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.
This announcement has been prepared for the purposes of complying
with English Law, the AIM Rules, UK MAR, the rules of the London
Stock Exchange and the Code and the 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 outside of England.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction or any jurisdiction where to do
so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or 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 an Offer
(unless otherwise permitted by applicable law or regulation), the
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
Additional information for US Holders
US Holders should note that the Acquisition relates to the
securities of an English company and is proposed to be implemented
under a scheme of arrangement under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the US Exchange Act and the
proxy solicitation rules under the US Exchange Act will not apply
to the Acquisition. The Scheme will be subject to UK disclosure
requirements and practices which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in the Scheme Document has been
prepared in accordance with IFRS and thus may not be comparable to
financial information of companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if Bidco were to exercise its right
to implement the Acquisition of the AFH Shares by way of an Offer,
such Offer will be made in compliance with applicable US tender
offer and securities laws and regulations. Such an Offer would be
made by Bidco.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each AFH Shareholder is urged to
consult his, her or its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws since Bidco
and AFH are located in countries other than the US and some or all
of their officers and directors may be residents of countries other
than the US. US Holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, AFH Shares outside of
the US, other than pursuant to the Acquisition, until the date on
which the Scheme and/or the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (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 one 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 pm
(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 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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on AFH's website at
https://www.afhwm.co.uk/investor-relations 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 this
website is not incorporated by reference into, and does not form
part of, this announcement.
Requesting hard copy documents
AFH Shareholders may request a hard copy of this announcement by
contacting the Company Secretary of AFH during business hours on
+44 (0)152 757 7775 or by submitting a request in writing to the
Company Secretary of AFH at AFH House, Buntsford Drive, Stoke
Heath, Bromsgrove, Worcestershire, B60 4JE. You 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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All
dates and times are based on AFH's and Bidco's current expectations
and are subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to AFH Shareholders by announcement through a Regulatory
Information Service and by posting notice of these dates on the
following website: www.afhwm.co.uk/investor-relations.
Event Expected time and/or date
Latest time for lodging Forms of Proxy
for:
- Court Meeting (BLUE form) 11.00 a.m. on 24 March 2021(1)
- General Meeting (YELLOW form) 11.15 a.m. on 24 March 2021(1)
Voting Record Time 6.30 p.m. on 24 March 2021(2)
Reconvened Court Meeting 11.00 a.m. on 26 March 2021
Reconvened General Meeting 11.15 a.m. on 26 March 2021(3)
The following dates are subject to
change;
please see note (4) below
Scheme Court Hearing (to sanction the A date expected to be not less
Scheme) than 10 business days after
the satisfaction of the Regulatory
Condition, which is expected
to be in the second quarter
of 2021, subject to the satisfaction
of the Regulatory Condition(4)
Last day of dealings in, and for registration D(4)
of transfers of, and disablement in
CREST of, AFH Shares
Scheme Record Time 6.00 p.m. on D(4)
Effective Date of the Scheme D + 1 business day(4)(5)
Dealings in AFH Shares on AIM suspended 7.30 a.m. on D + 1 business
day(4)
Cancellation of admission to trading 7.00 a.m. on D + 2 business
of AFH Shares at days(4)
Latest date for dispatch of cheques within 14 days after the Effective
and crediting of CREST stock accounts Date
for Acquisition consideration due under
the Scheme
Long Stop Date 30 June 2021(6)
The Reconvened Court Meeting and the Reconvened General Meeting
will both be held at AFH House, Buntsford Drive, Stoke Heath,
Bromsgrove, Worcestershire B60 4JE on 26 March 2021.
Notes:
(1) If the BLUE Form of Proxy for the Reconvened Court Meeting
is not lodged by the time stated above, it may be e-mailed to
ProxyVotes@equiniti.com any time up until the commencement of the
Reconvened Court Meeting and will still be valid. However, in order
to be valid, the YELLOW Form of Proxy for the Reconvened General
Meeting must be lodged no later than 11.15 a.m. (London time) on 24
March 2021 (or, if the Reconvened General Meeting is adjourned, 48
hours before the time fixed for the adjourned Meeting (excluding
any part of a day which is not a working day)). Please see "Action
to be taken" in the Supplemental Document.
(2) If either the Reconvened Court Meeting or the Reconvened
General Meeting is adjourned, the Voting Record Time for the
relevant adjourned Meeting will be 6.30 p.m. on the day which is
two days (excluding any part of a day that is a non-working day)
before the date of such adjourned Meeting.
(3) To commence at 11.15 a.m. (or as soon as reasonably
practicable thereafter as the Reconvened Court Meeting shall have
been concluded or adjourned).
(4) These times and dates are indicative only and will depend
on, among other things, whether and when the Conditions are
satisfied or (where applicable) waived and the dates upon which the
Court sanctions the Scheme and a copy of the Scheme Court Order to
sanction the scheme is delivered to the Registrar of Companies. If
the expected date of the Scheme Court Hearing is changed, AFH will
give adequate notice of the changes by issuing an announcement
through a Regulatory Information Service and by posting notice of
these dates on the following website:
www.afhwm.co.uk/investor-relations.
(5) This date will be the date on which a copy of the Scheme
Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become
Effective unless AFH and Bidco agree, with the consent of the Panel
and (if required) the Court, a later date.
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
ODPQBLFFFXLEBBX
(END) Dow Jones Newswires
March 10, 2021 11:57 ET (16:57 GMT)
Afh Financial (LSE:AFHP)
Gráfico Histórico do Ativo
De Fev 2025 até Mar 2025
Afh Financial (LSE:AFHP)
Gráfico Histórico do Ativo
De Mar 2024 até Mar 2025
