Share : Publication and Posting of the Scheme Document

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Share PLC - SHRE Publication and Posting of the Scheme Document Released 07:00 13-Mar-2020

RNS Number : 0123G

Share PLC

13 March 2020

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

13 March 2020

Recommended Offer

for

Share plc

by

Antler Holdco Limited ('ii')

(the holding company of Interactive Investor Limited and the ii Group)

PUBLICATION AND POSTING OF THE SCHEME DOCUMENT

On 17 February 2020, the boards of ii and Share plc announced that they had reached agreement on the terms of a recommended share and cash offer by ii for the entire issued and to be issued share capital of Share plc (the 'Offer'). The Offer is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').

Publication and posting of the Scheme Document

ii and Share plc are pleased to announce that the circular in relation to the Scheme (the 'Scheme Document') setting out, amongst other things, a letter from the Executive Chairman of Share plc, details of the Offer, the full terms and conditions of the Scheme, an expected timetable of principal events and notices convening the Court Meeting and the General Meeting, together with the related Forms of Proxy, are being published and posted today to Share plc Shareholders. Share plc Shareholders will receive the Scheme Document in accordance with the notice provisions in Share plc's articles of association.

The letter from the Executive Chairman of Share plc in the Scheme Document includes the following comments (which were also set out in the announcement on 17 February 2020):

'I am delighted to welcome this combination of our businesses, designed to transform the prospects for individual share ownership and personal investment across the United Kingdom. Our shareowners, employees and customers are well aware of my passion for egalitarian capitalism, not only right across society but also across generations. It delivers the economic freedom that comes from having a personal reserve of savings and investment, and a society at ease with itself: as owners, employees and consumers combine ownership with a responsibility for all.

'At our Annual General Meeting in June 2019, I spoke of our major strategic ambition to transform Share plc's business over the coming years. We have to grow significantly in order to achieve this, not only in profitability but also in scale and in substance. That is why we have been prepared to investigate how others, who share our ambition for a more egalitarian form of capitalism, would work with us in order to achieve it. With our prospective new colleagues in ii we have discovered just such a meeting of minds, and a shared purpose for the future.'

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, approval by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, or any adjournment of that meeting, representing not less than 75 per cent. in value of the Share plc Shares voted by those Share plc Shareholders and the passing of the related resolution at the General Meeting. The Scheme is also subject to the satisfaction or (if applicable) waiver of the Conditions and the further terms set out in the Scheme Document. The Scheme must also be sanctioned by the Court.

The Court Meeting is scheduled to be held at 11.00 a.m. on 8 April 2020 and the General Meeting is scheduled to be held at 11.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) on 8 April 2020, in each case at the Godfrey Mitchell Lecture theatre at One Great George Street, Westminster, London, SW1P 3AA.

The Share plc Directors, who have been so advised by Stephens as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Share plc Directors, Stephens has taken into account the commercial assessments of the Share plc Directors. Stephens is providing independent financial advice to the Share plc Directors for the purposes of Rule 3.1 of the Takeover Code.

Accordingly, the Share plc Directors recommend unanimously that Share plc Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the General Meeting as the Share plc Directors who hold Scheme Shares have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate 56,093,203 Share plc Shares, representing, in aggregate, approximately 39.0 per cent. of the issued ordinary share capital of Share plc as at 11 March 2020 (being the latest practicable date prior to the publication of the Scheme Document).

Together with the irrevocable undertakings received from the Share plc Directors who hold Scheme Shares referred to above, ii has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution in respect of a total of 100,851,118 Share plc Shares, representing, in aggregate, approximately 70.2 per cent. of the issued ordinary share capital of Share plc as at 11 March 2020 (being the last Business Day before the date of this Announcement)

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Share plc Shareholder opinion. Share plc Shareholders are therefore strongly urged to complete, sign and return both of their Forms of Proxy in accordance with the instructions printed on them, or (as applicable) to appoint a proxy through CREST, as soon as possible.

Share plc Shareholders should note that if there is insufficient Scheme Shareholder support for the Scheme at the Court Meeting, the Scheme will not become Effective.

Share plc Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Share plc trading update

Current trading for Share plc continues in line with the statements made in the announcement of its preliminary unaudited results for the year ended 31 December 2019 made on 4 March 2020. Those statements noted the volatility arising from the markets' reaction to coronavirus and the increase in dealing volumes seen since the middle of February 2020.

With regard to coronavirus, the Share plc Group is closely monitoring government updates, focussing its resources on the wellbeing of staff in its offices and also ensuring appropriate plans are in place to ensure that the Share plc Group's operations can continue to service customers. In addition, the Group notes that on 11 March 2020 the Bank of England reduced base rates by 0.5%. The immediate impact of the increased market volatility on dealing volumes has seen a rise in commission levels; however, it is not possible to predict the longer term impact on investor sentiment at this stage and the reduction in interest rates will have a material impact on the Group's ability to earn interest income from the cash balances it holds on behalf of its customers.

Shareholder helpline

If Share plc Shareholders have any questions relating to this announcement, the Scheme Document or the completion and return of the Forms of Proxy, please contact Share plc's Registrar, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, or on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice or any advice on the merits of the Scheme or the Offer and calls may be recorded and maintained for security and training purposes.

Expected timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out below. Subject to approval at the relevant Meetings, receipt of the Court sanction and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective in the third quarter of 2020.

It is intended that, following the Scheme becoming Effective, the London Stock Exchange will be requested to cancel trading of Share plc Shares on AIM.

The dates and times given are indicative only and are based on Share plc's current expectations and may be subject to change (including as a result of changes to Court times and the regulatory timetable). If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Share plc Shareholders by announcement through a Regulatory Information Service.

Event	Time and/or date1
Publication of the Scheme Document	13 March 2020
Latest time for lodging Form of Proxy for the Court Meeting (BLUE form)	11.00 a.m. on 6 April 20202
Latest time for lodging Form of Proxy for the General Meeting (WHITE form)	11.15 a.m. on 6 April 20203
Scheme Voting Record Time	6.00 p.m. on 6 April 20204
Court Meeting	11.00 a.m. on 8 April 2020
General Meeting	11.15 a.m. on 8 April 20205

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or waived, and the date on which the Court sanctions the Scheme. Share plc will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service. Further updates and changes to these times will, at Share plc's discretion, be notified in the same way. See also note (1) below.

Court Hearing	D(a date expected to be no later than 21 days after satisfaction of Condition 3(b))6
Last day of dealings in, and for the registration of transfers of, Share plc Shares	D
Last day of dealings in, and for the registration of, transfers of, and disablement in CREST of, Share plc Shares	D
Scheme Record Time	6.00 p.m. on D
Dealings in Share plc Shares suspended	7.30 a.m. on D+1 Business Day
Last time for Nominee Shareholders to notify Registrars of Underlying Holders	Noon on D+1 Business Day
Effective Date of the Scheme	D+2 Business Day
Cancellation of admission to trading, on AIM of Share plc Shares	By 7.00 a.m. on D+3 Business Day
Latest date for (i) despatch of cheques or settlement through CREST in respect of the cash element of the Offer Consideration; (ii) despatch of share certificates in respect of New ii Shares; and (iii) payment of Share plc Share Schemes Offer Consideration	By no later than 14 days after the Effective Date
Long Stop Date	30 September 20207

¹These dates and times are indicative onlyand will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 (Conditions and Further Terms of the Offer and the Scheme) of the Scheme Document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. Share plc will give adequate notice of these dates and times, when known, by issuing an announcement through a Regulatory Information Service.

² It is requested that BLUE Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of a day that is not a Business Day). BLUE Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or the Registrar before the start of the Court Meeting.

³ WHITE Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of a day that is not a Business Day). WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or the Registrar at the General Meeting.

⁴ If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two days before the date set for such adjourned Meeting.

⁵ To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

6Condition 3(b) is set out in Part 4 (Conditions and Further Terms of the Offer and Scheme) of the Scheme Document. If the Conditions were all satisfied or waived (as applicable) prior to the date of the Meetings, then this date is expected to be a date not later than 21 days after the date of the Meetings.

⁷ This is the latest date by which the Scheme may become Effective. However the Long Stop Date may be extended to such later date as ii and Share plc may, with the consent of the Panel, agree and, if required, the Court may allow.

General

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

Enquiries:

ii/Interactive Investor

Richard Wilson Tel: [phone]

Barry Bicknell

Rothschild & Co (Financial Adviser to ii)

Stephen Fox Tel: [phone]

Toby Ross

Peter Brierley

TB Cardew (PR Adviser to ii)

Tom Allison Tel: [phone]

Shan Shan Willenbrock

Share plc

Gavin Oldham, Executive Chairman Tel: [phone]

Richard Stone, Chief Executive

Mike Birkett, Finance Director

Stephens (Financial Adviser to Share plc)

Hugh Elwes Tel: [phone]

Jake Delaney

Cenkos Securities plc (Nominated Adviser and broker to Share plc)

Mark Connelly Tel: [phone]

Katy Birkin

KTZ Communications (Share plc Financial Public Relations)

Katie Tzouliadis Tel: [phone]

Dan Mahoney

Important notices

N.M. Rothschild and Sons Limited ('Rothschild & Co'), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to ii and no one else in connection with the matters described in this announcement and the Scheme Document and will not be responsible to anyone other than ii for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement or the Scheme Document, any statement contained herein, the Offer or otherwise.

Stephens Europe Limited ('Stephens'), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Share plc and no one else in connection with the matters described in this announcement and the Scheme Document and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Stephens nor for providing advice in connection with any matter referred to herein. Neither Stephens nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Stephens in connection with this announcement or the Scheme Document, any statement contained herein, the Offer or otherwise.

Cenkos Securities plc ('Cenkos'), which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker to Share plc and no one else in connection with the matters described in this announcement and the Scheme Document and will not be responsible to anyone other than Share plc for providing the protections afforded to clients of Cenkos nor for providing advice in connection with any matter referred to herein. Neither Cenkos nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Cenkos in connection with this announcement or the Scheme Document any statement contained herein, the Offer or otherwise.

Publication of this announcement

A copy of this announcement and the Scheme Document will be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on ii.co.uk/share andhttps://www.share.com/share-plc.

The contents of ii's website and Share plc's website are not incorporated into and do not form part of this announcement.

Request for a hard copy

Share plc shareholders may request a hard copy of this announcement and the Scheme Document (and any information incorporated by reference in the Scheme Document) by contacting Share plc at Oxford House, Oxford Road, Aylesbury, Buckinghamshire, HP21 8SZ or by telephoning 01296 414141 or by emailing [e-mail]. Share plc Shareholders may also request that all future documents, announcements and information in relation to the Offer be sent in hard copy form.

Important Information

If Share plc Shareholders are in any doubt about the Offer, the contents of this announcement, the Scheme Document or the action they should take, they are recommended to seek their own independent financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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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Publication and Posting of the Scheme Document - RNS