Lighthouse Group PLC Satisfaction of FCA Condition (1949A)

TIDMLGT

RNS Number : 1949A

Lighthouse Group PLC

24 May 2019

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

24 May 2019

RECOMMENDED CASH OFFER

for

Lighthouse Group plc

by

Intrinsic Financial Services Limited,

a wholly-owned indirect subsidiary of Quilter plc

SATISFACTION OF FCA CONDITION

On 3 April 2019, the boards of Quilter plc, Intrinsic Financial Services Limited ("Intrinsic") and Lighthouse Group plc ("Lighthouse") announced that they had reached an agreement on the terms of a recommended cash offer to be made by Intrinsic for Lighthouse pursuant to which Intrinsic would acquire the entire issued and to be issued ordinary share capital of Lighthouse (the "Acquisition"). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). On 10 May 2019, Lighthouse announced that the Scheme was approved by a majority in number of Lighthouse Scheme Shareholders, who voted and were entitled to vote, either in person or by proxy, and who together represented over 75 per cent. by value of the votes cast.

Lighthouse and Intrinsic are pleased to announce that the FCA has given notice in writing that it has determined to approve the Acquisition. The Condition related to such approval has therefore been satisfied.

Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court sanction of the Scheme.

The Court Hearing has been scheduled to be heard on 10 June 2019. An updated Expected Timetable of Principal Events is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Scheme.

 
 Event                                  Time and/or date(1) 
 Court Hearing                          10 June 2019 
 Last day of dealings in, and for       11 June 2019 
  registration of transfers of, and 
  disablement in CREST of, Lighthouse 
  Shares 
 Scheme Record Time                     6.00 pm on 11 June 2019 
 Suspension of dealings in Lighthouse   7.30 am on 12 June 2019 
  Shares 
 Effective Date                         12 June 2019 
 Cancellation of admission to trading   7.00 am on 13 June 2019 
  of Lighthouse Shares 
 Settlement of the consideration        By no later than 26 June 
  payable under the Acquisition          2019 
 Long-Stop Date                         30 September 2019(2) 
 

1. These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Court sanctions the Scheme; and (ii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Lighthouse will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to Lighthouse Shareholders and other persons with information rights and, for information only, to holders of options under the Lighthouse LTIP.

2. This is the last date on which the Scheme may become Effective unless Intrinsic and Lighthouse, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Lighthouse Shareholders on 15 April 2019.

Enquiries:

 
 Intrinsic/Quilter 
 Kathleen Gallagher (Corporate Communications       Tel: +44 (0) 799 
  Manager)                                           000 4932 
 John-Paul Crutchley (Head of Investor Relations)   Tel: +44 (0) 207 
                                                     002 7016 
 
 J.P. Morgan Cazenove (financial adviser 
  to Intrinsic and Quilter) 
 Ed Squire / Rajesh Iyer                            Tel: +44 (0) 207 
                                                     742 4000 
 Kirshlen Moodley / Henry Capper 
 
 Lighthouse 
 Richard Last (Chairman)                            Tel: +44 (0) 207 
                                                     065 5640 
 Malcolm Streatfield (Chief Executive Officer) 
 Peter Smith (Finance Director) 
 
 Investec Bank plc (financial adviser to 
  Lighthouse) 
 Andrew Pinder / William Godfrey / David            Tel: +44 (0) 207 
  Bickerstaffe                                       597 5970 
 
 finnCap Limited (Nominated Adviser and Broker 
  to Lighthouse) 
 Julian Blunt /Hannah Boros                         Tel: +44 (0) 207 
                                                     220 0500 
 
 IFC Advisory Limited (public relations adviser 
  to Lighthouse) 
 Graham Herring / Heather Armstrong / Florence      Tel: +44 (0) 203 
  Chandler                                           934 6630 
 

IMPORTANT NOTICES

Important notices relating to financial advisers

J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Intrinsic and Quilter and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Intrinsic and Quilter for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

Investec Bank plc ("Investec"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA and is acting exclusively for Lighthouse and no one else in relation to the matters set out in this announcement and will not be responsible to anyone other than Lighthouse for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matter or arrangement referred to herein.

Publication on websites and availability of hard copies

This announcement is available free of charge on Quilter's website at www.quilter.com/lighthousegroupoffer and on Lighthouse's website at www.lighthousegroup.plc.uk/investor-relations/.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

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 [e-mail] or visit www.rns.com.

END

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May 24, 2019 11:50 ET (15:50 GMT)