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Share Name Share Symbol Market Type Share ISIN Share Description
Afh Financial Group Plc LSE:AFHP London Ordinary Share GB00B4W5WQ08 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 475.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Financial 77.1 13.2 25.0 19.0 205

AFH Financial Group Plc Scheme of arrangement becomes effective

17/06/2021 12:55pm

UK Regulatory (RNS & others)


Afh Financial (LSE:AFHP)
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RNS Number : 2816C

AFH Financial Group Plc

17 June 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

17 June 2021

RECOMMED CASH ACQUISITION

of

AFH FINANCIAL GROUP PLC

by

CORTINA BIDCO LIMITED ("Cortina Bidco")

(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

Scheme of arrangement becomes effective and completion of acquisition by Cortina Bidco

AFH Financial Group Plc ("AFH" or the "Company") and Cortina Bidco are pleased to announce that, following the announcement on 15 March 2021 that the Court had sanctioned the Scheme, the Scheme Court Order has today been delivered to the Registrar of Companies and accordingly the Scheme has become effective. Therefore the recommended cash acquisition by Cortina Bidco of AFH has now completed.

An application has been made to the London Stock Exchange for the cancellation of the admission to trading of AFH's Ordinary Shares on AIM, which is expected to take effect at 7.00 a.m. on 18 June 2021. The admission of the AFH CULS to trading on the International Securities Market of the London Stock Exchange will be suspended from 7.30am on 18 June 2021.

As a result of the Scheme having become effective, share certificates in respect of AFH Shares will cease to be valid documents of title and entitlements to AFH Shares held in uncertificated form in CREST will be cancelled.

Expected Timetable of Principal Events

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

The following dates and times associated with the Scheme may be subject to further change. Should there be any changes to the following dates and times, AFH will give adequate notice by issuing a further announcement through a Regulatory Information Service. See also note (1) below.

 
 Effective Date                            17 June 2021 
 Cancellation of the admission             7:00am on 18 June 2021 
  to trading of AFH Shares on AIM 
 Suspension of trading in AFH              7:30am on 18 June 2021 
  CULS 
 Despatch of cheques and (if applicable)   within 14 days of the Effective 
  share certificates and crediting          Date 
  of CREST accounts with cash due 
 

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.

Board Changes

As the Scheme has now become effective, AFH duly announces that, as of today's date, John Wheatley, Sue Lewis and Mark Chambers have tendered their resignations and have stepped down from the Board of AFH.

General

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme document sent to AFH Shareholders on 8 February 2021 (the "Scheme Document"), a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the AFH website at www.afhwm.co.uk/investor-relations/offer/

Enquiries

 
 AFH Financial Group Plc                   +44 (0) 152 757 7775 
 John Wheatley (Chairman) 
  Alan Hudson (Chief Executive Officer) 
  Paul Wright (Chief Financial 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 Willcocks 
 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.

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

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June 17, 2021 07:55 ET (11:55 GMT)

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