Ultimate Finance Group PLC Court sanction (3606N)

TIDMUFG

RNS Number : 3606N

Ultimate Finance Group PLC

05 September 2013

FOR IMMEDIATE RELEASE

Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

5 September 2013

Renovo Group plc Recommended Offer for Ultimate Finance Group plc (to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Scheme of Arrangement sanctioned by Court

Ultimate Finance Group plc ("UFG") announces that at a hearing held earlier today, the High Court of Justice in England and Wales (the "Court") sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") to effect the recommended acquisition of UFG by Renovo Group plc ("Renovo").

Share Subdivision and Reclassification

At the Reclassification Record Time (being 5.00 p.m. on 6 September 2013), each of the Scheme Shares will be subdivided and reclassified in accordance with the Scheme. Scheme Shares in respect of which valid elections were made and accepted for cash consideration will be subdivided and reclassified as A Shares. Scheme Shares in respect of which valid elections were made and accepted for New Renovo Shares will be subdivided and reclassified as B Shares. Any Scheme Shares in respect of which no valid election has been made or is deemed to have been made will be subdivided and reclassified into A Shares and B Shares.

Conditions

The Acquisition remains conditional, inter alia, upon the London Stock Exchange Limited ("London Stock Exchange") agreeing to admit the Existing Renovo Shares and the New Renovo Shares to trading on AIM, as well as the confirmation of the Capital Reduction.

Last Day for Dealings

In order to ensure an orderly subdivision and reclassification of the Scheme Shares, the last day for dealings in and for registration of transfers of, and disablement in CREST of UFG Shares is today, 6 September 2013.

Suspension of Trading

A request has been made to the London Stock Exchange for the suspension of trading in UFG Shares with effect from 7:30 a.m. on 9 September 2013. It is expected that the Scheme will become effective on 9 September 2013 and that the cancellation of the admission to trading on AIM of, and cessation of dealings in, UFG Shares will each take place by no later than 8.00 a.m. on 10 September 2013.

Upon the Scheme becoming effective, holders of the Scheme Shares will be entitled to receive 1.05 new ordinary shares in the share capital of Renovo and 6 pence in cash for each Scheme Share held by them at the Scheme Record Time (6.00 p.m. on 6 September 2013).

The consideration due to Scheme Shareholders will be despatched to them by no later than 23 September 2013.

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meaning as given to them in the scheme document containing the Scheme that was sent to UFG Shareholders on 30 July 2013.

Copies of this announcement will be available on the Company's website at www.ultimatefinancegroup.co.uk by no later than 12 noon on 6 September 2013.

Enquiries:

UFG

Roger McDowell, Non Executive Chairman [phone]

Jeremy Coombes, Chief Executive Officer [phone]

   WH Ireland (financial adviser, broker and nominated adviser to UFG)    [phone] 

John Wakefield

Mike Coe

Newgate Threadneedle (PR adviser to UFG) [phone]

John Coles

Fiona Conroy

Renovo

Jamie Brooke, Non Executive Chairman [phone]

David Blain, Chief Financial Officer [phone]

Altium (financial adviser and nominated adviser to Renovo) [phone]

Paul Lines

Phil Adams

Adam Sivner

Panmure Gordon (broker to Renovo) [phone]

Fred Walsh

Grishma Patel

Newgate Communications (PR adviser to Renovo) [phone]

James Benjamin

Madeleine Palmstierna

Further Information

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be effected solely by means of the Scheme Document which, together with the Forms of Proxy and Form of Election, contains the full terms and conditions of the Acquisition

The Combined Admission Document/Prospectus is, subject to restrictions related to persons in any Restricted Jurisdiction, available on Renovo's website at www.renovo.com and by UFG on its website at www.ultimatefinance.co.uk.

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City 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 the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted 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. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Please be aware that addresses, electronic addresses and certain other information provided by UFG Shareholders, persons with information rights and other relevant persons for the receipt of communications from UFG may be provided to Renovo during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Notice to US investors in UFG: The Acquisition relates to the shares of an English company that is not registered under the US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. If, in the future, Renovo exercises the right to implement the Acquisition by way of a takeover offer and decides to extend the offer into the United States, the Offer will be made in compliance with applicable US laws and regulations including the applicable provisions of the tender offer rules under the US Exchange Act, to the extent applicable. Financial information included (or incorporated by reference) in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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.

Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New Renovo Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Renovo or UFG prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the Renovo Shares received in connection with the Acquisition.

It may be difficult for US holders of UFG Shares to enforce their rights and any claim arising out of US federal laws, since Renovo and UFG 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 UFG 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 a US court's judgement.

Altium Capital Limited ("Altium") is authorised and regulated in the United Kingdom by the FCA. Altium is acting as financial adviser and nominated adviser to Renovo and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Renovo for providing the protections afforded to clients of Altium or for providing advice in relation to the Acquisition, or for providing advice in relation to any other matters referred to herein.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the FCA, is acting as broker to Renovo and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Renovo for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the Acquisition, or any other matters referred to herein.

WH Ireland Limited ("WH Ireland"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser, broker and nominated adviser to UFG and for no one else in connection with the Acquisition and will not be responsible to anyone other than UFG for providing the protections afforded to clients of WH Ireland or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of UFG and certain plans and objectives of Renovo with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope', 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' or other words of similar meaning. These statements are based on assumptions and assessments made by UFG and/or Renovo in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither UFG nor Renovo assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.

No profit forecasts or estimates

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 ordinary share for Renovo or UFG, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Renovo or UFG, as appropriate.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 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 an offeree company or a paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Renovo's website at www.renovo.com and on UFG's website at www.ultimatefinance.co.uk by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement (by contacting Adam Sivner of Altium at [e-mail] or by submitting a request in writing to Adam Sivner at Altium, 5th Floor, Belvedere, Booth Street, Manchester, M2 4AW. It is important that you note that unless you make such a request, a hard copy of this announcement may not be sent to you. 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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