Murgitroyd Group PLC Scheme of Arrangement becomes Effective (5004X)

TIDMMUR

RNS Number : 5004X

Murgitroyd Group PLC

19 December 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 OR REGULATIONS OF SUCH

JURISDICTION

FOR IMMEDIATE RELEASE

RECOMMENDED CASH ACQUISITION

of

Murgitroyd Group PLC

("Murgitroyd" or the "Company")

by

Project Petra Bidco Limited

("Bidco")

a newly incorporated entity indirectly controlled by funds managed by Sovereign Capital Partners LLP

to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes Effective

The Boards of Murgitroyd and Bidco are pleased to announce that, further to the announcement on 17 December 2019, the Scheme has now become effective in accordance with its terms.

Scheme Shareholders on the register of members of the Company at the Scheme Record Time, being 6.00 p.m. on 18 December 2019, will receive 675 pence in cash for each Scheme Share. The latest date for despatch of cheques and settlement of the cash consideration for the Acquisition is 2 January 2020.

Murgitroyd Shares were suspended from trading on AIM with effect from 7.30 a.m. on 19 December 2019. The cancellation of admission to trading of Murgitroyd Shares on AIM is expected to take effect at 7.00 a.m. on 20 December 2019.

As a result of the Scheme having become effective, share certificates in respect of Murgitroyd Shares have ceased to be valid documents of title and entitlements to Murgitroyd Shares held in uncertificated form in CREST are being cancelled.

Additionally, as a result of the Scheme becoming effective, Ian Murgitroyd, Willie MacDiarmid, Mark Kemp-Gee, John Reid and Helga Chapman have resigned as Non-Executive Directors of the Board of Murgitroyd.

Defined terms used but not defined in this announcement have the meaning given to them in the scheme circular sent to Murgitroyd Shareholders on 30 October 2019.

 
Enquiries: 
Murgitroyd                                           Tel: +44 (0) 141 
                                                      307 8400 
Edward Murgitroyd / Keith Young 
Nplus1 Singer (Financial Adviser, Joint Rule 
 3 Adviser and Broker to Murgitroyd)                   Tel: +44 (0) 207 
 Sandy Fraser / George Tzimas / Amanda Gray            496 3000 
Deloitte (Financial Adviser and Joint Rule 
 3 Adviser to Murgitroyd) 
Chris Nicholls / Gavin Hood / Craig Lukins           Tel: +44 (0) 207 
 / Roger Mayor                                        936 3000 
Media and Investor Enquiries: 
TB Cardew (Public Relations Advisers to Murgitroyd)  Tel: +44 (0) 207 
                                                      930 0777 
Nadja Vetter 
 
 

Important notices

Nplus1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser to Murgitroyd and for no one else in connection with the Acquisition or any matters referred to in this Announcement and will not be responsible to anyone other than Murgitroyd for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.

Deloitte is acting for Murgitroyd and no-one else in connection with the Acquisition and will not be responsible to anyone other than Murgitroyd for providing the protections offered to clients of Deloitte or for providing advice in relation to the Acquisition. Deloitte is authorised and regulated in the United Kingdom by the Financial Conduct Authority in respect of regulated activities. Deloitte can be contacted at its principal office: 1 New Street Square, London EC4A 3HQ.

Publication on website and availability of hard copies

A copy of this Announcement will be made available free of charge on Murgitroyd's website at www.murgitroydgroup.com. Neither the content of any website referred to in this Announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this Announcement.

Any person who is required to be sent a copy of this Announcement under the Code, and who has not received a hard copy of it, may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by submitting a request by telephone to Link Asset Services on [phone] during normal business hours. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Save as otherwise referred to above, a hard copy of this Announcement will not be sent unless requested. Any such person may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them 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 [e-mail] or visit www.rns.com.

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December 19, 2019 06:00 ET (11:00 GMT)