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
3 July
2024
RECOMMENDED ACQUISITION
OF
Mattioli Woods PLC
by
TIGER BIDCO LIMITED
(a wholly-owned subsidiary of investment
vehicles advised and managed by
POLLEN STREET CAPITAL LIMITED)
to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act
2006
UPDATE ON CONDITIONS, TIMETABLE AND
EQUITY SYNDICATION
On 8 March 2024, Tiger Bidco
Limited ("Bidco"), a
wholly-owned subsidiary of investment vehicles advised and managed
by Pollen Street Capital Limited ("PSC"), and Mattioli Woods plc
("Mattioli Woods")
announced that they had reached agreement on the terms
and conditions of a recommended cash offer
by Bidco for the entire issued and to be
issued share capital of Mattioli Woods (the
"Acquisition").
The Acquisition is proposed to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (the "Scheme"), and is subject to the terms
and conditions set out in the scheme document that was published on
28 March 2024 (the "Scheme
Document"). The Scheme and its implementation were approved
on 25 April 2024 at the Court Meeting and General
Meeting.
Capitalised terms used but not defined in this
announcement have the meaning given to them in the Scheme
Document.
Update on
Conditions and timetable
As announced by Mattioli Woods on 1 July 2024,
Bidco confirms that the FCA has given notice for the purpose of
section 189 of FSMA that it has determined to approve the
acquisition of, or increase in control over, each UK authorised
person in the Mattioli Woods Group pursuant to the Acquisition.
Accordingly, Condition 3(A) set out in Part A of Part III of the
Scheme Document has been satisfied.
The Acquisition remains subject to the other
Conditions set out in Part A of Part III of the Scheme Document,
including amongst other things, approval under the NS&I Act,
the Court sanctioning the Scheme at the Court Sanction Hearing and
the delivery of a copy of the Court Order to the Registrar of
Companies. The Scheme is expected to become Effective in
August, subject to the satisfaction or waiver of the remaining
Conditions (including approval under the NS&I Act).
The expected timetable of principal events is
as set out in the Scheme Document.
Equity
Syndication
It was noted in paragraph 10 of Part VIII of
the Scheme Document that the PSC Funds may syndicate part of their
funding commitments in the future and that any such syndication was
expected to be completed by way of a subscription by certain
investors and/or their affiliates or other associated entities into
a co-investment vehicle advised and/or managed by Pollen Street
Capital (the "Co-Investment
Vehicle").
Bidco confirms that Pollen Street Capital, in
its capacity as manager of the PSC Funds, has accepted
subscriptions from certain investors and/or their affiliates or
other associated entities, to subscribe for interests in the
Co-Investment Vehicle, through which such investors will have
access to a minority indirect equity exposure in Bidco.
These investors will be passive and will not be
granted governance or control rights over Bidco or any member of
the Bidco Group or Mattioli Woods Group, as described in paragraph
10 of Part VIII of the Scheme Document.
The syndication has been undertaken in the
ordinary course of Pollen Street Capital's business and is in line
with its approach to equity syndication for portfolio company
investments made by its funds. The syndication is not subject
to additional regulatory approvals and will not impact the timing
of completion of the Acquisition.
At completion of the Acquisition, following the
syndications summarised below, the Co-Investment Vehicle is
expected to hold an indirect interest in Bidco of 41.2% of Bidco's
ordinary share capital. Pollen Street Capital expects to
accept further subscriptions into the Co-Investment Vehicle before
completion of the Acquisition in which case a further announcement
will be made.
All of the investors in the Co-Investment
Vehicle will hold an indirect economic interest of less than 5% in
Bidco except for funds managed and advised by Hamilton Lane
Advisors LLC ("Hamilton Lane"),
which is expected to hold an indirect economic interest of
approximately 17.7% in Bidco. Bidco sets out below the
indirect economic interest held by each of the investors in the
Co-Investment Vehicle that will hold an interest of 1% or more
following the initial syndication.
Investor in
Co-Investment Vehicle
|
Indirect
economic interest in Bidco
|
Funds advised by Hamilton Lane
|
17.7%
|
Funds advised by Adams Street
Partners
|
3.7%
|
Entity affiliated with CAAT Pension
|
3.4%
|
Entity affiliated with State Universities
Retirement System of Illinois
|
3.0%
|
Funds advised by AlpInvest
|
2.8%
|
Fund advised by Lexington Partners
|
2.8%
|
Fund advised by Cliffwater
|
2.2%
|
Entity affiliated with Ilmarinen
|
2.2%
|
Fund advised by Bow River Capital
|
1.2%
|
Aggregate of
other investors with individual indirect economic interest in Bidco
of less than 1%
|
2.2%
|
A description of Hamilton Lane is also set out below. For the
avoidance of doubt, none of the investments confer on the investors
any control rights in relation to Bidco.
About Hamilton
Lane
Hamilton Lane is one of the largest private
markets investment firms globally, providing innovative solutions
to institutional and private wealth investors around the world.
Dedicated exclusively to private markets investing for more
than 30 years, the firm currently employs approximately 700
professionals operating in offices throughout North America,
Europe, Asia Pacific and the Middle East.
Hamilton Lane has over $920 billion in assets
under management and supervision, composed of more than $124
billion in discretionary assets and approximately $796 billion in
non-discretionary assets, as of 31 March 2024. Hamilton Lane
specialises in building flexible investment programs that provide
clients access to the full spectrum of private markets strategies,
sectors and geographies.
Enquiries:
Rothschild
& Co (Financial Adviser to Bidco)
Gaurav Parkash
Peter Brierley
|
+44 (0) 20
7280 5000
|
FGS
Global (Communications adviser to Pollen Street
Capital)
Chris Sibbald
|
+44 (0) 7855
955 531
|
IMPORTANT
NOTICES
This announcement is for information purposes
only and is not intended to, and does not, constitute, or form part
of, an offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Mattioli Woods in any jurisdiction in contravention
of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer
document), which contains the full terms and conditions of the
Acquisition.
This announcement does not constitute a
prospectus or a prospectus-equivalent document.
If you are in any doubt about the contents of
this announcement or the action you should take, you are
recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
the FSMA, if you are resident in the United Kingdom, or from
another appropriately authorised independent financial adviser if
you are taking advice in a territory outside the United
Kingdom.
N.M. Rothschild & Sons Limited
("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Bidco
and for no-one else in connection with the Acquisition and will not
regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of Rothschild
& Co, nor for providing advice in relation to any matter
referred to in this announcement.
Overseas
Shareholders
This announcement has been prepared in
accordance with and for the purpose of complying with English law,
the Code, the Market Abuse Regulation, the AIM Rules and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions other than England.
The release, publication or distribution of
this announcement in or into jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are
subject to the law of any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable
requirements of their jurisdictions.
The availability of the Acquisition to Mattioli
Woods Shareholders who are not resident in and citizens of the
United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in and citizens of the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco or
required by the Code, and permitted by applicable law and
regulation, the Acquisition is not being, and will not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Acquisition by
any such use, means or instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
any Restricted Jurisdiction and persons receiving this announcement
and all such documents relating to the Acquisition (including,
without limitation, agents, custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any other means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Takeover Offer
shall not be capable of acceptance by any such use, means,
instrumentality or facilities.
Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
Cautionary note
regarding forward-looking statements
This announcement (including information
incorporated by reference in this announcement), oral statements
made regarding the Acquisition, and other information published by
Bidco and Mattioli Woods contain certain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and/or Mattioli Woods (as
the case may be) about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning or
derivatives thereof. These statements are based on assumptions and
assessments made by Mattioli Woods and/or Bidco in light of their
experience and their perception of historical trends, current
conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve
known and unknown risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this announcement could cause actual results,
performance or developments to differ materially from those
expressed in or implied by such forward-looking statements. The
factors that could cause actual results to differ materially from
those described in the forward-looking statements, include, but are
not limited to: the ability to complete the Acquisition, the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms,
changes in the global, political, economic, business or competitive
environments and in market and regulatory forces, changes in
financial regulatory matters, changes in future exchange and
interest rates, changes in tax law or rates and future business
combinations or dispositions.
Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct and you are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither Mattioli Woods nor Bidco
assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
Disclosure
requirements of the Code
Under Rule 8.3(a) of the Code, any person who
is interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company; and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which
any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who
is, or becomes, interested in 1 per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company; and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made
by the offeree company and by any offeror and Dealing Disclosures
must also be made by the offeree company, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Rule 26.1
disclosure
In accordance with Rule 26.1 of the Code, a
copy of this announcement and the documents required to be
published under Rule 26 of the Code will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions) on Mattioli Woods' website at
https://mattioliwoods.com/investor/recommended-offer and Bidco's
website at https://tiger.pollencap.com/ by no later than 12 noon
(London time) on the business day following the date of this
announcement. For the avoidance of doubt, the contents of these
websites are not incorporated by reference and do not form part of
this announcement.
No profit
forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Bidco or Mattioli Woods for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Bidco or Mattioli Woods, as
appropriate.
Rounding
Certain figures included in this announcement
have been subjected to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede
them.
Requesting
hard copy documents
In accordance with Rule 30.3 of the Code,
Mattioli Woods Shareholders, persons with information rights and
participants in Mattioli Woods Share Plans may request a hard copy
of this announcement by contacting Mattioli Woods' registrars, Link
Group, by submitting a request by email at
shareholderenquiries@linkgroup.co.uk, or in writing to Link Group,
Central Square, 29 Wellington Street, Leeds LS1 4DL or by calling
between 9.00 a.m. and 5.30 p.m., Monday to Friday (except public
holidays in England and Wales) on 0371 664 0321 if calling from the
UK, or +44 (0) 371 664 0321 if calling from outside the UK. Calls
are charged at the standard geographical rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate.
Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
Electronic
Communications
Please be aware that addresses, electronic
addresses and certain other information provided by Mattioli Woods
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Mattioli Woods may
be provided to Bidco during the offer period as required under
Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of
the Code.