Lighthouse Group PLC Results of Shareholder Meetings (6898Y)

TIDMLGT

RNS Number : 6898Y

Lighthouse Group PLC

10 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

10 May 2019

RECOMMENDED CASH OFFER

for

Lighthouse Group plc

by

Intrinsic Financial Services Limited,

a wholly-owned indirect subsidiary of Quilter plc

RESULTS OF SHAREHOLDER MEETINGS

Lighthouse Group plc ("Lighthouse" or the "Company") is pleased to announce that at the Court Meeting and the General Meeting of Lighthouse Shareholders held earlier today in connection with the recommended cash offer for the entire issued and to be issued ordinary share capital of Lighthouse by Intrinsic Financial Services Limited ("Intrinsic"), a wholly-owned indirect subsidiary of Quilter plc (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), the resolutions proposed were duly passed. Full details of the resolutions are set out in the notices of the Court Meeting and the General Meeting contained in the circular to Lighthouse Shareholders dated 15 April 2019 (the "Scheme Document"), copies of which are available at www.quilter.com/lighthousegroupoffer and www.lighthousegroup.plc.uk/investor-relations/.

At the Court Meeting, 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, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. At the General Meeting, the special resolution to provide for the implementation of the Scheme was also passed by the requisite majority.

COURT MEETING

The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:

 
 Results    Number of              % of Lighthouse Scheme     Number of                   % of Lighthouse Scheme     Number of 
 of the      Lighthouse            Shares                      Lighthouse                  Shareholders               Lighthouse 
 Court       Scheme Shares         voted                       Scheme                      who voted                  Scheme Shares 
 Meeting     voted                                             Shareholders                                           voted as a 
                                                               who voted                                              percentage of 
                                                                                                                      issued ordinary 
                                                                                                                      share capital 
                                                                                                                      entitled to vote on 
                                                                                                                      the Scheme 
 FOR                 88,848,496                      92.38                           67                     85.90                      69.58 
           ---------------------  -------------------------  --------------------------  -------------------------  ------------------------- 
 AGAINST               7,329,801                       7.62                          11                     14.10                        5.74 
           ---------------------  -------------------------  --------------------------  -------------------------  ------------------------- 
 TOTAL               96,178,297                         100                          78                        100                     75.32 
           ---------------------  -------------------------  --------------------------  -------------------------  ------------------------- 
 

GENERAL MEETING

The voting on the special resolution to provide for the implementation of the Scheme and the amendment to the Company's articles of association was taken on a poll and the results were as follows:

Number of votes: For: 88,919,184 (92.39%); Against: 7,323,497 (7.61%).

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 and FCA approval.

Defined terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

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 
 
 IFC Advisory Limited (public relations adviser     Tel: +44 (0) 203 
  to Lighthouse)                                     934 6630 
  Graham Herring / Heather Armstrong / Florence 
  Chandler 
 
 

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

RAGURARRKBAVAAR

(END) Dow Jones Newswires

May 10, 2019 06:20 ET (10:20 GMT)