Sovereign Capital Partners LLP proposed to acquire Murgitroyd Group PLC from Schroder Investment Management Limited, Liontrust Investment Partners LLP and others for approximately £62.8 million.
The transaction is subject to customary closing conditions, including shareholder approval from Murgitroyd, sanction of the Scheme by the Court, Scheme becoming Effective by no later than the Long Stop Date, approval of the Acquisition by IPReg and satisfaction (or waiver) of the other Conditions listed. Murgitroyd Directors intend to recommend unanimously that Murgitroyd Shareholders vote in favor of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting. As of October 30, 2019, the transaction is unanimously approved by the Board of Murgitroyd. Sovereign Capital Partners has received irrevocable undertakings from one other Murgitroyd Shareholder to vote in favor of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting of a total of 4.94 million Murgitroyd Shares representing approximately 54.8% of the Murgitroyd Voting Shares. The court and general meeting is scheduled on November 26, 2019. The court hearing to sanction the scheme is expected to take place on December 17, 2019. 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 Murgitroyd at the Scheme Record Time, being 6.00 p.m. on December 18, 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 January 2, 2020. As of November 26, 2019, the transaction is approved by the shareholders of Murgitroyd. As of December 17, 2019, the transaction is approved by the court. The transaction is expected to close no later than January 31, 2020.
Sandy Fraser, George Tzimas and Amanda Gray of N+1 Singer and Chris Nicholls, Gavin Hood and Craig Lukins of Deloitte LLP acted as financial advisor for Murgitroyd. Nick Cowles, Jamie Peel, Kieran Russell and Andrew Jones of Zeus Capital and Mark Farlow, Sanj Benawra and James Minesacted of Spectrum acted as financial advisor for Sovereign Capital. Alasdair Outhwaite, Lisa Stavropoulos, Ciara Healy, James Cashman, Emma Forrester and Sarah Cunningham of DWF Law LLP acted as legal advisors to Sovereign. Burness Paull LLP is providing legal advice to Murgitroyd. Murgitroyd will pay approximately £1.01 million as financial and corporate broking advice while £0.51 million as legal fee. Sovereign Capital will pay approximately £2.375 million as financial and corporate broking advice while £0.525 million as legal fee.