Premier Asset Management Group Plc entered into an agreement to acquire Miton Group plc from David Barron, Piers Harrison, Bart Edgar, Rysaffe Trustee Company (CI) Limited and others for £89.5 million.
Following completion of the merger, Mike Vogel, Chairman of Premier, will be Chairman of the Board of the Combined Group, Mike O'Shea, Chief Executive Officer of Premier, will be Chief Executive Officer of the Combined Group, Piers Harrison, Chief Operating Officer of Miton, will be Chief Financial Officer of the Combined Group. Two Miton Directors, David Barron and Katrina Hart, will become non-executive directors of Premier. Robert Colthorpe and William Smith will remain as non-executive directors of Premier. Premier has received non-binding letters of intent to vote in favor of the merger in respect of Miton Shares representing, in aggregate, approximately 17.43% of Miton's existing issued ordinary share capital. The transaction is subject to customary closing conditions, including Premier will be required to seek the approval of the Premier Shareholders at the Premier General Meeting for issuance of new shares, third party clearances, regulatory approval and approval by a majority in number representing not less than 75% in value of the Scheme Shareholders. Miton Directors intend unanimously to recommend that Miton Shareholders vote in favor of the Scheme at the Miton. As of September 17, 2019, Miton Directors unanimously recommended shareholders to vote in favor of transaction. In making its determination, the Premier remuneration committee intends to act upon the recommendations to be made to it by the Miton remuneration committee for the period to completion of the merger. As of September 17, 2019, the circular is published and posted. Court and Premier shareholder's meeting is scheduled on October 9, 2019. As on October 9, 2019, shareholders of Miton Group plc has approved the transaction. As of October 10, 2019, the transaction has been approved by the shareholders of Premier. Transaction is expected to close in the fourth quarter of 2019. The long stop date is January 31, 2020. As of October 24, the Financial Conduct Authority has approved the transaction to enable the merger between the two groups. The transaction still remains subject to the final court approval which will have a hearing scheduled for November 13, 2019. On November 13, 2019, the transaction has been approved by court and all the conditions have been fulfilled. The merger effective date is expected to be November 14, 2019.
Vincent Bounie and Philip Evans of Fenchurch acted as Lead Financial Advisers, Charles Farquhar and Kevin Cruickshank of Numis acted as Financial Advisers to Premier. Andrew Malcolm and Jeremy Sillem of Spencer House acted Lead Financial Adviser, Neil Patel and Cameron Duncan of Liberum acted as financial advisors to Miton. Duncan Stiles of Stephenson Harwood LLP is retained as legal adviser for Miton. Chris Godfrey of Burges Salmon LLP is acting as legal adviser for Premier. KPMG LLP acted as accountant for Premier. Miton will pay £1.4 million fee for financial and corporate broking advice and £0.45 million for legal advice. Premier will pay £0.8 million for financial and corporate broking advice, £0.3 million for legal advice and £0.17 million for accounting advice.