TIDMFCAP
RNS Number : 0035L
finnCap Group PLC
01 September 2023
FOR IMMEDIATE RELEASE
1 September 2023
finnCap Group plc
("finnCap" or the "Company")
BOARD CHANGES TO TAKE PLACE FOLLOWING SCHEME BECOMING EFFECTIVE
AND COMPANY NAME CHANGE
ADMISSION OF NEW ORDINARY SHARES
On 23 March 2023, the board of finnCap Group plc ("finnCap" or
the "Company") and the board of Cenkos Securities plc ("Cenkos")
announced that they had reached agreement on the terms and
conditions of a recommended all-share merger between Cenkos and
finnCap (the "Merger"), to be effected by means of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
Further to the scheme document published by Cenkos (the "Scheme
Document") and the circular published by the Company (the "finnCap
Circular"), which were both published on 20 April 2023 in
connection with the Scheme, the Company Board are pleased to
confirm, subject in each case to the Effective Date occurring, the
membership of the Combined Group Board and announce a proposed
company name change.
Unless otherwise defined, all capitalised terms in this
announcement shall have the meanings given to them in the Scheme
Document.
Board Changes
As previously announced in the Scheme Document and finnCap
Circular, the Combined Group will be led by the existing CEOs of
Cenkos and finnCap, John Farrugia and Julian Morse as co-CEOs, with
Lisa Gordon becoming Chair of the Combined Group Board and Robert
Lister becoming Senior Independent Non-executive Director. The
remainder of the Combined Group Board will comprise Ben Procter
(CFO), Richard Snow (COO), Annette Andrews and Jeremy Miller.
Consequently, the finnCap Board has resolved to appoint, with
effect from and conditional upon the Effective Date occurring, Lisa
Gordon, Julian Morse, Ben Procter and Jeremy Miller as directors of
the Company. Further information on the new directors can be found
below.
Further, with effect from and conditional upon the Effective
Date occurring, Andy Hogarth, Geoff Nash and Barbara Anne Firth
will resign from the finnCap Board.
The finnCap Board would like to thank Barbara, Andy and Geoff
for the significant contribution that they have each made during
their time on the Board.
Name Change
Following the Effective Date finnCap intends to apply to
Companies House to change the Company's name to Cavendish Financial
plc (the "Name Change"). Following the Name Change becoming
effective, the Combined Group will be known as Cavendish and the
Company will adopt "CAV" as a new stock ticker. A further
announcement will be made when the name change becomes effective;
until such time, trading will continue under the "FCAP" stock
ticker.
Admission of New Ordinary Shares
Pursuant to the Merger, application has been made for up to
181,094,843 New finnCap Shares of 1 penny each ("Ordinary Shares")
to be admitted to trading on AIM and it is expected that the New
finnCap Shares will be admitted to trading on 8 September 2023.
For information, please contact:
finnCap Tel: +44 (0)20 7220
John Farrugia, Chief Executive Officer 0500
Richard Snow, Chief Financial Officer investor.relations@finncap.com
Henrik Persson, Strategic PLC Advisory
Grant Thornton (Nominated Adviser to Tel: +44 (0)20 7383
finnCap) 5100
Philip Secrett/Samantha Harrison/Samuel
Littler
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0)20 3179
Mike Seabrook 5344
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0)20 7220
Tim Redfern 0500
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0)7977 927142
Dan de Belder Tel: +44 (0)7702 596674
Rebekah Chapman
Other
All references to times in this announcement are to London time,
unless otherwise stated.
Disclosure requirements of the AIM Rules for Companies
The following information is disclosed pursuant to Rule 17 and
paragraph (g) of Schedule 2 of the AIM Rules for Companies.
Lisa Gordon
Lisa Jane Gordon (aged 57) is, or has been, a director or
partner of the following companies during the previous five
years:
Current Directorships / Partnerships Previous Directorships / Partnerships
from the last 5 years
Alpha Group International Plc Albert Technologies Ltd
Cenkos Securities plc BBO Recruitment Limited
JPMorgan Mid Cap Investment Carno Capital Limited
Trust plc M&C Saatchi plc
Magic Light Pictures Limited
As at 1 September 2023, Lisa Gordon held no interest in the
capital of the Company. However, as a result of the receipt by her
of new finnCap ordinary shares in exchange for her existing holding
in Cenkos as a consequence of the Merger, she is expected to hold
beneficially 319,420 ordinary shares of GBP0.01 each in the capital
of the Combined Group, representing 0.09%.
Julian Morse
Julian Jonathan Morse (aged 52) is, or has been, a director or
partner of the following companies during the previous five
years:
Current Directorships / Partnerships Previous Directorships / Partnerships
from the last 5 years
Cenkos Securities plc None
As at 1 September 2023, Julian Morse held no interest in the
capital of the Company. However, as a result of the receipt by him
of new finnCap ordinary shares in exchange for his existing holding
in Cenkos as a consequence of the Merger, he is expected to hold
beneficially 4,479,043 ordinary shares of GBP0.01 each in the
capital of the Combined Group, representing 1.24%.
Jeremy Miller
Jeremy Ronald St John Miller (aged 64) is, or has been, a
director or partner of the following companies during the previous
five years:
Current Directorships / Partnerships Previous Directorships / Partnerships
from the last 5 years
Cenkos Securities plc Bio-Bean Limited
CPPGroup plc
Inside Track 1 llp
Inside Track 2 llp
This Land Limited
As at 1 September 2023, Jeremy Miller held no interest in the
capital of the Company. However, as a result of the receipt by him
of new finnCap ordinary shares in exchange for his existing holding
in Cenkos as a consequence of the Merger, he is expected to hold
beneficially 175,681 ordinary shares of GBP0.01 each in the capital
of the Combined Group, representing 0.05%.
Ben Procter
Ben Procter (aged 52) is, or has been, a director or partner of
the following companies during the previous five years:
Current Directorships / Partnerships Previous Directorships / Partnerships
from the last 5 years
Cenkos Securities plc None
As at 1 September 2023, Ben Procter held no interest in the
capital of the Company. He will hold no interest in the capital of
the Combined Group as a consequence of the Merger.
Save as disclosed above, there is no further information
required to be disclosed in respect of Lisa Gordon, Julian Morse,
Jeremy Miller, or Ben Procter pursuant to Schedule 2, paragraph (g)
of the AIM Rules for Companies.
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END
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