AssetCo plc (AIM:ASTO) made an offer to acquire the remaining 94.15% stake in River and Mercantile Group PLC (LSE:RIV) from Harwood Capital LLP, Cadoc Limited, Toscafund Asset Management LLP, Mark Butcher and others for approximately £100 million on November 23, 2021. AssetCo plc (AIM:ASTO) reached an agreement to acquire the remaining 94.15% stake in River and Mercantile Group PLC on January 25, 2022. AssetCo currently holds 5 million shares in River and Mercantile, representing approximately 5.85% stake. As part of the transaction, AssetCo will issue 0.07392 shares for each share of River and Mercantile. RMG shareholders will own approximately 41.6% of the combined group. The transaction is conditional on the completion of the proposed sale of the Solutions business by River and Mercantile.

AssetCo must made by not later than January 18, 2022, a potential offer for the remaining shares in River and Mercantile. Discussions between the Board and AssetCo remain ongoing, and AssetCo must now be made by not later than January 25, 2022 to made an offer. It is intended that the Acquisition will be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 and the Scheme requires approval by the passing of a resolution at the Court Meeting. The resolution must be approved by a majority in number of the Scheme Voting Shareholders. The transaction remains subject to AssetCo Shareholders approval, listing of consideration shares and approval by the FCA of the change of control under FSMA. The transaction is approved by the board of RMG and AssetCo. The transaction is approved by the shareholders of AssetCo. AssetCo is pleased to confirm that change in control approval from the FCA has been received. RMG also intends to proceed with the return of £190 million to RMG Shareholders by way of the B Share Scheme. As of June 10, 2022, RMG and AssetCo are pleased to announce that the Court has today made an order sanctioning the Scheme under section 899 of the Companies Act. The Scheme is expected to become effective during the second quarter of 2022. The Scheme remains conditional on, and will become Effective upon, the delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur on January 14, 2022. On June 7, 2022 RMG completed the Return of Capital. The transaction is expected to become effective on June 14, 2022.

Stephen Westgate, Giles Rolls and Alec Pratt of Numis Securities Limited and John Llewellyn-Lloyd and Louisa Waddell of Arden Partners plc acted as financial advisors to AssetCo. Nick Millar of Lazard & Co., Limited and Vincent Bounie of Fenchurch Advisory Partners Limited acted as financial advisors to River and Mercantile. Stephen Mathews, Richard Hough, Peter McParland, Lydia Challen, Dominic von Wulffen, Bob Penn, Chris Salter, Stephen Besen, Yannick Arbaut, Jason Denisenko, Paul McCarthy, Jane Higgins, and Susanna Charlwood of Allen & Overy LLP is retained as legal advisor to RMG. Gowling WLG (UK) LLP is retained as legal advisor to AssetCo.

AssetCo plc (AIM:ASTO) completed the acquisition of the remaining 94.15% stake in River and Mercantile Group PLC (LSE:RIV) from Harwood Capital LLP, Cadoc Limited, Toscafund Asset Management LLP, Mark Butcher and others on June 14, 2022. Peter McKellar and Campbell Fleming have been appointed to the RMG Board and Angela Crawford-Ingle, John Misselbrook, Jonathan Dawson, Martin Gilbert and Miriam Greenwood have tendered their resignations and have stepped down from the RMG Board with immediate effect. RMG Shares have been de-listed from the Official List effective June 15, 2022.