Charlemagne Capital Limited Scheme Circular (7985O)

TIDMCCAP

RNS Number : 7985O

Charlemagne Capital Limited

10 November 2016

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 November 2016

RECOMMED CASH OFFER

by

FIERA CAPITAL CORPORATION

for

CHARLEMAGNE CAPITAL LIMITED

Publication of Scheme Circular

On 30 September 2016, the board of directors of Charlemagne Capital Limited ("Charlemagne Capital") announced that they had reached agreement with Fiera Capital Corporation ("Fiera Capital") on the terms of a recommended cash transaction, comprising: (i) an offer by Fiera Capital for the entire issued and to be issued share capital of Charlemagne Capital; and (ii) the payment of a special dividend by Charlemagne Capital (the "Transaction"). Under the terms of the Transaction, Charlemagne Capital Shareholders will be entitled to receive 14 pence in cash in aggregate for each Charlemagne Capital Share held comprising:

   --      11 pence in cash for each Scheme Share (payable by Fiera Capital); and 

-- 3 pence in cash per Scheme Share pursuant to a special dividend payable by Charlemagne Capital, which will be conditional on the Scheme (as defined below) becoming effective (the "Special Dividend").

It is intended that the Transaction will be implemented by way of a court sanctioned Scheme of Arrangement under section 86 of the Companies Law (2016 Revision) of the Cayman Islands (the "Scheme").

Further to the above announcement, the board of directors of Charlemagne Capital gives notice that the circular relating to the Transaction (the "Scheme Circular") has been published and was posted to Charlemagne Capital Shareholders on 9 November 2016.

The Scheme Circular also contains the notice of the Court Meeting of Charlemagne Capital Shareholders that is being convened in connection with the Scheme and which will be held at 11 a.m. (London time) on Friday, 2 December 2016 at The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man IM1 2LX (the "Court Meeting"). Further details of the expected timetable of principal events are set out below and in the Scheme Document.

Charlemagne Capital intends to apply to the London Stock Exchange for the cancellation of the admission of the Charlemagne Capital Shares to trading on AIM with effect from the time at which the Scheme has become effective in accordance with its terms or as soon as practicable thereafter.

It is intended that dealings in Charlemagne Capital Shares will be suspended at 7.30am on 13 December 2016, being the date of the Court Hearing to sanction the Scheme and being prior to the cancellation of the Charlemagne Capital Depositary Interests and entry of the names of their holders on the Register as holders of corresponding numbers of ordinary shares of Charlemagne Capital in accordance with the arrangements described in the Scheme Circular.

A copy of the Scheme Circular is, and will continue to be, available free of charge on Charlemagne Capital's website, www.charlemagnecapital.com, until the Effective Date. Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Event                                               Time and/or date 
 Latest time for receipt of                          11.00 a.m. on 29 
  Form of Direction for the Court                     November 2016 
  Meeting 
 Latest time for receipt of                          11.00 a.m. on 30 
  Form of Proxy for the Court                         November 2016 
  Meeting 
 Voting Record Time                                  11:59 p.m. on 30 
                                                      November 2016 
 Court Meeting                                       11.00 a.m. on 2 
                                                      December 2016 
 The following dates are provided 
  by way of indicative guidance 
  only, are subject to change 
  and will depend, amongst other 
  things, on the date on which 
  the Conditions (in particular, 
  the Conditions relating to 
  the approvals from the AMF, 
  the FCA and the Isle of Man 
  FSA) are satisfied or, if capable 
  of waiver, waived. Updates 
  or changes to other times or 
  dates indicated below shall 
  be notified by an announcement 
  through a Regulatory Information 
  Service and published on Charlemagne 
  Capital's website at www.charlemagnecapital.com: 
 Registration of transfers of                        6.00 p.m. on 12 
  Charlemagne Capital Shares                          December 2016 
  suspended (except pursuant 
  to the cancellation of the 
  Charlemagne Capital Depositary 
  Interests and pursuant to the 
  Scheme) 
 Suspension of dealings in Charlemagne               7.30 a.m. on 13 
  Capital Shares                                      December 2016 
 Court Hearing to sanction the                       10.00 a.m. (Cayman 
  Scheme                                              Islands time) 13 
                                                      December 2016 
 Cancellation of Charlemagne                         By 6.00 p.m. on 
  Capital Depositary Interests                        13 December 2016 
  and entry of holders on the 
  Register 
 Special Dividend Record Time                        The time immediately 
                                                      after the cancellation 
                                                      of the Charlemagne 
                                                      Capital Depositary 
                                                      Interests and entry 
                                                      of the names of 
                                                      their holders on 
                                                      the Register as 
                                                      holders of corresponding 
                                                      numbers of ordinary 
                                                      shares of Charlemagne 
                                                      Capital in accordance 
                                                      with the arrangements 
                                                      described in the 
                                                      Scheme Document. 
 Effective Date                                      14 December 2016 
 Entry of Fiera Capital on the                       14 December 2016 
  Register as holder of the Scheme 
  Shares 
 Cancellation of admission of                        By no later than 
  and dealings in Charlemagne                         7:00 am on 15 December 
  Capital Shares on AIM                               2016 
 Latest date for despatch of                         Within 14 days 
  cheques and/or crediting of                         after the Effective 
  CREST accounts and/or making                        Date 
  of BACS payments in respect 
  of the Offer Price 
 Latest date for despatch of                         Within 14 days 
  cheques and/or crediting of                         after the Effective 
  CREST accounts and/or making                        Date 
  of BACS payments in respect 
  of the Special Dividend 
 Longstop Date                                       28 February 2017 
 Unless otherwise stated, all references to time 
  in this announcement are to London time. 
 
 
 Enquiries: 
 Fiera Capital 
  Jean-Guy Desjardins, Chairman 
  and Chief Executive Officer 
  Sylvain Brosseau, Global President                        +1 (514) 945 
  and Chief Operating Officer                                       3300 
 Charlemagne Capital                                      [phone] 
  Jayne Sutcliffe, Chief Executive                                  2100 
 GMP Securities - Financial Adviser 
  to Fiera Capital                                          +1 (514) 288 
  Eric Desrosiers                                                   7774 
 Berkshire Capital - Lead Financial 
  Adviser to Charlemagne Capital                          [phone] 
  John Humphrey                                                     2828 
 N+1 Singer - Financial Adviser, 
  Nominated Adviser and Broker to 
  Charlemagne Capital 
  Gillian Martin                                          [phone] 
  Lauren Kettle                                                     3000 
 Smithfield - PR Adviser to Charlemagne 
  Capital                                                 [phone] 
  John Kiely                                                        4900 
 

Important Notices

This announcement is for information purposes only and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document.

The statements contained herein are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of the Charlemagne Capital Group or the Fiera Capital Group, except where otherwise stated.

The City Code on Takeovers and Mergers

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to Charlemagne Capital. Accordingly, the City Code does not apply to the Offer by Fiera Capital and the Transaction is not subject to the jurisdiction of, nor is it being regulated by, the Panel.

Charlemagne Capital has incorporated certain provisions in the Charlemagne Capital Articles to reflect certain provisions of the City Code, and made various public statements as to how these provisions shall be interpreted. The provisions do not, however, provide shareholders with the full protections offered by the City Code. The Charlemagne Capital Articles provide that the Charlemagne Capital Directors have full authority to determine the deemed application of the whole or part of the City Code. The Charlemagne Capital Admission Document provided that, subject in any event to the Cayman Companies Law and to the requirement that the Charlemagne Capital Directors must be satisfied that the application of the Charlemagne Capital Articles is in the best interests of Charlemagne Capital, if and for so long as Charlemagne Capital were not subject to City Code, the Charlemagne Capital Directors would, in managing and conducting the business of Charlemagne Capital and in exercising or refraining from exercising any and all powers, rights and privileges, use its reasonable endeavours to apply and have Charlemagne Capital abide by the general principles as set out in the City Code (the "General Principles") mutatis mutandis as though Charlemagne Capital were subject to the City Code. In the event that circumstances arose wherein, if Charlemagne Capital were subject to the City Code, Charlemagne Capital would be an offeree or otherwise subject of an approach or the subject of a third party's statement of firm intention to make an offer, the Charlemagne Capital Directors would endeavour to comply and to procure that Charlemagne Capital complies with the provisions of the City Code. In the event that the Charlemagne Capital Directors recommended to the Charlemagne Capital Shareholders or any class thereof, any takeover offer made for shares in Charlemagne Capital from time to time, the Charlemagne Capital Directors would endeavour to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and the execution of the relevant offer.

Charlemagne Capital and Fiera Capital have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the General Principles and rules of the City Code in the conduct and execution of the Offer, as if the City Code applied to the Offer, save as otherwise agreed between Charlemagne Capital and Fiera Capital or as determined by the Expert. As the Panel does not have jurisdiction in relation to the Offer, Charlemagne Capital and Fiera Capital have appointed Robert Hingley, a former Director General of the Panel, to resolve any disagreement which may arise as to the application of the City Code to the Offer.

Disclosure requirements

Charlemagne Capital Shareholders and others "dealing" in ordinary shares of Charlemagne Capital are not obliged to disclose any of their "dealings" under the provisions of the City Code. However, market participants are requested to make disclosures of "dealings" as if the City Code applied and as if Charlemagne Capital were in an offer period under the City Code. Charlemagne Capital's website contains the form of disclosure requested. Disclosures made in relation to "relevant securities" of Charlemagne Capital should be released via a Regulatory Information Service using the headline "Document re: Charlemagne Capital". The headline "Form 8/8.3" should not be used. If you are in any doubt as to whether or not you should disclose "dealings", or have any questions regarding the completion of these forms you should consult N+1 Singer (tel: [phone]). Charlemagne Capital Shareholders are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in Charlemagne Capital Shares.

In light of the foregoing, any person who is "interested" in one per cent. or more of any class of "relevant securities" of Charlemagne Capital 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") was requested to make an "Opening Position Disclosure" following the commencement of the Disclosure Period which began following the release of the Announcement on 30 September 2016.

An "Opening Position Disclosure" should contain details of the person's "interests" and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) Charlemagne Capital and (ii) any "securities exchange offeror(s)". Persons requested to make such "Opening Position Disclosures" were requested to do so by no later than 3.30 p.m. (London time) on the 10th "business day" following the commencement of the Disclosure Period or, if appropriate, by no later than 3.30 p.m. (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 Charlemagne Capital or of a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" were requested instead to make a Dealing Disclosure.

Any person who is, or becomes, interested in one per cent. or more of any class of "relevant securities" of Charlemagne Capital or of any "securities exchange offeror" is requested to make a "Dealing Disclosure" if such person deals in any "relevant securities" of Charlemagne Capital or of any "securities exchange offeror". A "Dealing Disclosure" should 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) Charlemagne Capital and (ii) any "securities exchange offeror(s)", save to the extent that these details have previously been disclosed. A "Dealing Disclosure" should be made by no later than 3.30 p.m. (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 Charlemagne Capital or a "securities exchange offeror", they should be deemed to be a single person for these purposes.

You should contact N+1 Singer on [phone] if you are in any doubt as to whether you are required to make an "Opening Position Disclosure" or a "Dealing Disclosure".

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the Cayman Islands may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom and the Cayman Islands should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Cayman Companies Law, certain provisions of the City Code and the AIM Rules 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 and regulations of any jurisdiction outside of England and Wales and the Cayman Islands.

Additional US information

The Offer relates to the securities of a company incorporated in the Cayman Islands, admitted to trading on an exchange in the United Kingdom and is subject to UK disclosure requirements which are different from those of the United States. The financial information included in this announcement may have been prepared in accordance with non US accounting standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Charlemagne Capital Shares to enforce their rights and any claim arising out of the US federal securities laws, since both Fiera Capital and Charlemagne Capital are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Charlemagne Capital Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to such a judgment from a US court.

The Offer is proposed to be implemented by means of a scheme of arrangement provided for under the Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman Islands company that is a 'foreign private issuer' as defined under Rule 3b.4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. If Fiera Capital exercises its right to implement the Offer by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US securities laws and regulations.

Important notices relating to financial advisers

GMP Securities, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Fiera Capital in relation to the Transaction and no-one else and will not be responsible to anyone other than Fiera Capital for providing the protections offered to clients of GMP Securities nor for providing advice in relation to the Transaction or any matter referred to herein.

Berkshire Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as lead financial adviser to Charlemagne Capital in relation to the Transaction and no one else and will not be responsible to anyone other than Charlemagne Capital for providing the protections offered to clients of Berkshire Capital nor for providing advice in relation to the Transaction or any matter referred to herein.

N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser, nominated adviser and broker to Charlemagne Capital in relation to the Transaction and no one else and will not be responsible to anyone other than Charlemagne Capital for providing the protections offered to client of N+1 Singer nor for providing advice in relation to the Transaction or any matter referred to herein.

Forward-looking statements

This announcement contains a number of forward-looking statements relating to the Fiera Capital Group and the Charlemagne Capital Group with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the Fiera Capital Group and the Charlemagne Capital Group; the economic conditions in which the Fiera Capital Group and the Charlemagne Capital Group operate; benefits of the Transaction and management plans and objectives. Fiera Capital and Charlemagne Capital consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, identify forward looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur. Subject to compliance with applicable law and regulation, neither Fiera Capital nor Charlemagne Capital undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Fiera Capital or Charlemagne Capital, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Fiera Capital or Charlemagne Capital.

Publication on websites

A copy of this announcement and the Scheme Document (and any document incorporated by reference therein) will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Charlemagne Capital website at www.charlemagnecapital.com and on the Fiera Capital website at www.fieracapital.com by no later than 12 noon (London time) on Thursday 10 November 2016. For the avoidance of doubt, the contents of these websites are not and do not form part of the Scheme Circular or this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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November 10, 2016 02:00 ET (07:00 GMT)