Statement re Possible Offer

RNS Number : 2448T

Premier Miton Group PLC

23 November 2021

 

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 OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER OF SECURITIES. NO OFFER OR SALE OF SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 OR IS EXEMPT FROM REGISTRATION THEREUNDER.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO UNDERTAKE ANY TRANSACTION WHETHER UNDER RULE 2.7 OF THE TAKEOVER CODE OR OTHERWISE AND THERE CAN BE NO CERTAINTY THAT ANY TRANSACTION WILL PROCEED, NOR AS TO THE TERMS OF ANY SUCH TRANSACTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

23^rd November 2021

Premier Miton Group plc

Statement re possible offer for River and Mercantile Group PLC

Premier Miton Group plc ("Premier Miton") notes the recent media speculation in relation to River and Mercantile Group PLC ("River and Mercantile") and confirms that it has approached the Board of River and Mercantile to explore potentially acquiring the entire issued and to be issued share capital of River and Mercantile (the "Proposal") through the issue of shares.

Any combination with River and Mercantile would be conditional on, inter alia, the successful completion of the proposed sale of its Solutions business to Schroders and the subsequent distribution of the net cash proceeds to River and Mercantile's shareholders.

Premier Miton is an established, well-capitalised and profitable fund management operation, with a strong balance sheet and attractive dividend policy. Premier Miton believes the scale and synergy benefits arising from a combination with River and Mercantile would drive value accretion for both sets of shareholders.

Premier Miton's management team is experienced in assessing and executing strategic opportunities and has recent and relevant integration experience following its own successful merger of Premier  Asset Management Group and Miton Group in 2019.

Premier Miton has been assessing the merits of a combination with River and Mercantile for a period of time and believes the scale and cultural alignment between the respective businesses would deliver a balanced and resilient business across a diversified product offering, enabling employees of the combined businesses to maximise their potential.

This announcement does not amount to a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that any transaction will ultimately be forthcoming.

Premier Miton looks forward to continuing its positive engagement with the River and Mercantile Board.

Takeover Code

In accordance with Rule 2.6(a) of the Code, Premier Miton is required, by not later than 5.00 pm (London time) on 21^st December 2021 to announce a firm intention to make an offer for the shares of River and Mercantile in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

In the event that Premier Miton announces that it does not intend to make an offer for River and Mercantile, Premier Miton and any person acting in concert with it will be prevented from announcing an offer or possible offer for River and Mercantile or taking certain other action for six months from the date of such announcement, except in the circumstances permitted by Note 2 to Rule 2.8 of the Code and specified in the announcement.

A further announcement will be made as and when appropriate.

-Ends-

Enquiries:

Premier Miton Group plc	Tel: [phone]
Mike O'Shea, Chief Executive Officer
Piers Harrison, Chief Financial Officer
Investec Bank plc (Financial Adviser, NOMAD & Broker)	Tel: [phone]
Bruce Garrow
Tom Lewin Sean Crookes Ben Griffiths Virginia Bull
Edelman Smithfield John Kiely Latika Shah	[phone] [phone]

The person responsible for making this announcement is Catriona Fletcher, Company Secretary.

Important notices and overseas shareholders

This communication is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this communication in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdictions. To the fullest extent permitted by applicable law, the companies and persons involved in the possible offer disclaim any responsibility or liability for the violation of such requirements by any person.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any 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, whether pursuant to this announcement or otherwise.

Investec Bank PLC ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting as financial adviser exclusively for Premier Miton and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Premier Miton for providing the protections afforded to clients of Investec, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Investec 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 Investec in connection with this announcement, any statement contained herein or otherwise.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published by Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions at www.premiermiton.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 websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Premier Miton confirms that it has in issue 157,913,035 ordinary shares of 0.02p each and one deferred share (with no voting rights attached) with nominal value of £28,839.74p. The International Securities Identification Number (ISIN) for the ordinary shares is GB00BZB2KR63.

Dealing 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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, 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 pm (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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone] .

 

END

 

 

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