Harwood Wealth Management : Court Sanction of Scheme of Arrangement

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Harwood Wealth Management Group PLC - HW. Court Sanction of Scheme of Arrangement Released 12:17 06-Mar-2020

RNS Number : 3141F

Harwood Wealth Management Group PLC

06 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE 6 March 2020

RECOMMENDED CASH ACQUISITION

of

HARWOOD WEALTH MANAGEMENT GROUP PLC ('HARWOOD')

by

HURST POINT TOPCO LIMITED ('BIDCO')

a newly formed company indirectly controlled by funds managed by Carlyle

COURT SANCTION OF SCHEME OF ARRANGEMENT AND UPDATED EXPECTED TIMETABLE

Harwood and Bidco are pleased to announce that, at the Court Hearing held earlier today, the High Court made an order sanctioning the Scheme. The Scheme will become effective upon the Scheme Court Order (duly sealed by the Court) being delivered to the Registrar of Companies, which is now expected to take place on 9 March 2020. The Scheme is therefore expected to become effective on 9 March 2020.

Dealings in Harwood Shares will accordingly be suspended with effect from 7.30 a.m. on 9 March 2020. Accordingly, today will, as previously announced on 26 February 2020, be the last day of dealings in, and for the registration of transfers of, Harwood Shares. The admission to trading of Harwood Shares on AIM will be cancelled with effect from 7.00 a.m. on 10 March 2020.

An updated expected timetable of principal events is set out below.

Expected Timetable of Principal Events

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

The following dates and times associated with the Scheme may be subject to further change. Harwood will give adequate notice of any further updates or changes to these dates and times, when known, by issuing a further announcement through a Regulatory Information Service. See also note (1) below.

Last day of dealings in, and for registration of transfers of, Harwood Shares	6 March 2020
Disablement in CREST of Harwood Shares	6.00 p.m. on 6 March 2020
Scheme Record Time	6.00 p.m. on 6 March 2020
Scheme Effective Time	after 7.00 a.m. on 9 March 2020(2)
Effective Date	9 March 2020
Suspension of trading in Harwood Shares on AIM	7.30 a.m. on 9 March 2020
Cancellation of the admission to trading of Harwood Shares on AIM	7.00 a.m. on 10March 2020
Despatch of cheques and (if applicable) share certificates and crediting of CREST accounts with cash due	within 14 days of the Effective Date
Long Stop Date	18 June 2020(3)

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. 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.

(2) The 'Scheme Effective Time' of the Scheme is the date and time at which the Scheme becomes effective pursuant to its terms and will be on delivery of the Scheme Court Order to the Registrar of Companies in the UK, which is now expected to take place on 9 March 2020. The events which are stated as occurring on subsequent dates, including the crediting of CREST accounts, are conditional on the Scheme Effective Time and operate by reference to this time.

(3) 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 Bidco and Harwood 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 sent to Harwood Shareholders on 20 January 2020 (the 'Scheme Document'), a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the Harwood website at www.harwoodwealth.co.uk.

Enquiries:

Alma PR (Harwood's PR Adviser):	[phone]
Rebecca Sanders-Hewett Susie Hudson
Harwood	[phone]
Alan Durrant
Evercore (Harwood's Financial Adviser)	[phone]
Ollie Clayton Ed Banks Demetris Efthymiou Tariq Ennaji
N+1 Singer (Harwood's Financial Adviser, NOMAD and broker) Shaun Dobson Ben Farrow Rachel Hayes	[phone]
Bidco
Sami Dodangeh Christa Zipf	[phone] [phone]
RBC Capital Markets (Bidco and Carlyle's Financial Adviser)	[phone]
Oliver Hearsey Kristian Triggle Paul Lim

IMPORTANT NOTICES

Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Harwood and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Harwood for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches 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 Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement and the Scheme Document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

N+1 Singer Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser, nominated adviser and corporate broker exclusively for Harwood and no one else in connection with the Acquisition and the matters set out in this announcement, and will not be responsible to any person other than Harwood for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither N+1 Singer nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in delict, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with this announcement, any statement contained herein or otherwise.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority and is a subsidiary of Royal Bank of Canada. RBC Capital Markets is acting exclusively for Bidco and Carlyle and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and/or Carlyle for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither RBC Capital Markets nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement. To the fullest extent permitted by applicable law, RBC Capital Markets and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Publication on a website

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Harwood's website atwww.harwoodwealth.co.ukby no later than 12 noon (London time) on 9 March 2020. For the avoidance of doubt, neither the contents of this website nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement or the Scheme Document.

Request for hard copy

Harwood Shareholders may request a hard copy of this announcement by contacting Computershare Investor Services PLC on [phone] between 8.30 a.m. to 5.30 p.m. Monday to Friday or by submitting a request in writing to Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom). Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Harwood Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Important Information

If Harwood Shareholders are in any doubt about the Acquisition, 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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Court Sanction of Scheme of Arrangement - RNS