RECOMMENDED ACQUISITION of SMITH & WILLIAMSON HOLDINGS LIMITED by TILNEY GROUP LIMITED and SYMMETRY TOPCO LIMITED: Smith & Williamson shareholders approve merger with Tilney

Smith & Williamson is pleased to announce that all of the resolutions proposed to the Company’s shareholders at the Court Meeting, the General Meeting and the A Shareholder Meeting were passed by the necessary majorities.

The shareholder meetings were held on 13th November 2019 in connection with the recommended acquisition of the entire issued and to be issued share capital of Smith & Williamson (the “Combination”) by Tilney Group Limited (“TGL”) and Symmetry Topco Limited (“STL”), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.  Full details of the resolutions were set out in the notices of the Court Meeting, General Meeting and A Shareholder Meeting in the circular sent to Smith & Williamson shareholders dated 21 October 2019 (the “Scheme Document”).

In summary:

  • at the Court Meeting, a majority of 98.85% in number of A Shareholders who voted (either in person or by proxy), who together represented 99.77% by value of the votes cast, voted in favour of the resolution to approve the Scheme;
  • at the General Meeting, the resolutions were approved by between 99.84-99.86% of votes cast by A Shareholders on a poll (and by between 99.90-99.91% of the total votes of Ordinary Shareholders including AGF); and
  • at the A Shareholder Meeting, the resolution was approved by between 99.83% of votes cast by A Shareholders on a poll (and the D Shareholder Resolution was also approved by AGF).


David Cobb and Kevin Stopps, Co-Chief Executives of Smith & Williamson, commented
:  “We are delighted to have received the overwhelming support of our shareholders for this exciting transaction.  We will now continue to work with Tilney’s management to complete the merger and bring our two groups together.”

Further details of the breakdown of votes cast at each of the three meetings are set out in the Appendix to this announcement.  AGF, in its capacity as the sole holder of the D Ordinary Shares, agreed to be irrevocably bound by the result of the Court Meeting and provided its consent by way of written resolution to the resolution considered at the A Shareholder Meeting.

Completion of the Combination remains subject to the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing.  Completion is expected to take place in the first quarter of 2020.

A copy of the resolutions passed at the General Meeting and A Shareholder Meeting will be filed with Companies House.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

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 Combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Smith & Williamson in any jurisdiction in contravention of applicable law.  The Combination will be made solely on the terms set out in the Scheme Document, which contains the full terms and conditions of the Combination.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements.  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 Combination disclaim any responsibility or liability for the violation of such restrictions by any person.  This announcement has been prepared for the purposes of complying with English law and the 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 outside England and Wales.  Copies of this announcement and formal documentation relating to the Combination will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction.

Rounding

Figures (if any) included in this announcement may have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in tables (if any) may not be an arithmetic aggregation of the figures that precede them.

 

APPENDIX

Results of the Court Meeting, General Meeting and A Shareholder Meeting

This Appendix contains summary details of the results of the Court Meeting, General Meeting and A Shareholder Meeting held in connection with the Combination on 13 November 2019, together with the relevant AGF approvals.  This Appendix forms part of the announcement made by Smith & Williamson with respect to the results of the Meetings, as envisaged by the Scheme Document.

Court Meeting

At the Court Meeting, a majority in number of A Shareholders who voted (either in person or by proxy), and who together represented at least 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme.

The result of the vote at the Court Meeting was as follows:

 

Number of A Shareholders who voted(1)

Percentage of A Shareholders who voted(2)

Number of A Ordinary Shares voted(3)

Percentage of A Ordinary Shares voted(2)

For 774 98.85% 30,458,413 99.77%
Against 9 1.15% 69,841 0.23%
Total 783 100.00% 30,528,254 100.00%

 

 

(1) Of the total 872 A Shareholders eligible to vote at the Voting Record Time, 783 voted at the Court Meeting, comprising 89.79% of eligible shareholders.
(2) Rounded to two decimal places.
(3) Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 30,528,254 were voted at the Court Meeting, comprising 80.30% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

 

General Meeting

At the General Meeting, the A Shareholders voted to approve the Ordinary Resolution, granting authority to allot shares in the Company up to an aggregate nominal value of £600,000 in connection with the Scheme, and to approve the Special Resolutions to provide for the implementation of the Scheme, the adoption of new articles of association of the Company relating to the implementation of the Scheme and to authorising the disapplication of statutory pre-emption rights in respect of any shares allotted pursuant to the authority conferred by the Ordinary Resolution.

The result of the votes at the General Meeting were as follows:

Resolution 1:  Ordinary resolution to give the directors of the Company general authority to allot shares in the Company under section 551 of the Companies Act 2006, as set out in the notice of General Meeting.

 

Number of A Ordinary Shares voted(2)

Percentage of A Ordinary Shares voted(3)

Number of D Ordinary Shares voted (by AGF)

Percentage of D Ordinary Shares voted(3)

Number of Ordinary Shares voted

Percentage of Ordinary Shares voted(3)(4)

For

31,087,573

99.85%

17,815,790

100.00%

48,903,363

99.91%

Against

40,490

0.13%

0

0.00%

40,490

0.08%

Withheld(1)

5,852

0.02%

0

0.00%

5,852

0.01%

Total

31,133,915

100.00%

17,815,790

100.00%

48,949,705

100.00%

 

 

 

 

 

 

(1)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

(2)

Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 31,133,915 were voted on the resolution, comprising 81.90% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

(3)

Rounded to two decimal places.

(4)

Of the total 55,832,466 A Ordinary Shares and D Ordinary Shares in issue at the Voting Record Time, 48,949,705 were voted on the resolution, comprising 87.67% of Ordinary Shares as a percentage of the total issued ordinary share capital.

 

Resolution 2.1:  Special resolution to implement the Scheme, as set out in the notice of General Meeting.

 

Number of A Ordinary Shares voted(2)

Percentage of A Ordinary Shares voted(3)

Number of D Ordinary Shares voted (by AGF)

Percentage of D Ordinary Shares voted(3)

Number of Ordinary Shares voted

Percentage of Ordinary Shares voted(3)(4)

For

31,086,684

99.85%

17,815,790

100.00%

48,902,474

99.90%

Against

47,231

0.15%

0

0.00%

47,231

0.10%

Withheld(1)

0

0.00%

0

0.00%

0

0.00%

Total

31,133,915

100.00%

17,815,790

100.00%

48,949,705

100.00%

 

 

 

 

 

 

(1)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

(2)

Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 31,133,915 were voted on the resolution, comprising 81.90% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

(3)

Rounded to two decimal places.

(4)

Of the total 55,832,466 A Ordinary Shares and D Ordinary Shares in issue at the Voting Record Time, 48,949,705 were voted on the resolution, comprising 87.67% of Ordinary Shares as a percentage of the total issued ordinary share capital.

 

Resolution 2.2:  Special resolution to approve the amendments to the articles of association of the Company, as set out in the notice of General Meeting.

 

Number of A Ordinary Shares voted(2)

Percentage of A Ordinary Shares voted(3)

Number of D Ordinary Shares voted (by AGF)

Percentage of D Ordinary Shares voted(3)

Number of Ordinary Shares voted

Percentage of Ordinary Shares voted(3)(4)

For

31,089,979

99.86%

17,815,790

100.00%

48,905,769

99.91%

Against

38,004

0.12%

0

0.00%

38,004

0.08%

Withheld(1)

5,852

0.02%

0

0.00%

5,852

0.01%

Total

31,133,835

100.00%

17,815,790

100.00%

48,949,625

100.00%

 

 

 

 

 

 

(1)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

(2)

Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 31,133,835 were voted on the resolution, comprising 81.90% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

(3)

Rounded to two decimal places.

(4)

Of the total 55,832,466 A Ordinary Shares and D Ordinary Shares in issue at the Voting Record Time, 48,949,625 were voted on the resolution, comprising 87.67% of Ordinary Shares as a percentage of the total issued ordinary share capital.

 

 

 

Resolution 3:  Special resolution to give the directors of the Company general authority to disapply section 561 of the Companies Act 2006, as set out in the notice of General Meeting.

 

Number of A Ordinary Shares voted(2)

Percentage of A Ordinary Shares voted(3)

Number of D Ordinary Shares voted (by AGF)

Percentage of D Ordinary Shares voted(3)

Number of Ordinary Shares voted

Percentage of Ordinary Shares voted(3)(4)

For

31,085,025

99.84%

17,815,790

100.00%

48,900,815

99.90%

Against

40,490

0.13%

0

0.00%

40,490

0.08%

Withheld(1)

8,400

0.03%

0

0.00%

8,400

0.02%

Total

31,133,915

100.00%

17,815,790

100.00%

48,949,705

100.00%

 

 

 

 

 

 

(1)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

(2)

Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 31,133,915 were voted on the resolution, comprising 81.90% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

(3)

Rounded to two decimal places.

(4)

Of the total 55,832,466 A Ordinary Shares and D Ordinary Shares in issue at the Voting Record Time, 48,949,705 were voted on the resolution, comprising 87.76% of Ordinary Shares as a percentage of the total issued ordinary share capital.

 

A Shareholder Meeting

At the A Shareholder Meeting, the holders of A Ordinary Shares approved a special resolution to provide class consent to the implementation of the Ordinary Resolution and Special Resolutions approved at the General Meeting.

The results of the vote at the A Shareholder Meeting (with respect to the resolution to sanction and consent to the passing and implementation of resolutions 1, 2.1, 2.2 and 3 set out in the notice of General Meeting, and to each and every variation, modification or abrogation of the class rights and privileges of the A Shareholders which is or may be effected by or involved in the passing or implementation of such resolutions) were as follows:

 

Number of A Ordinary Shares voted(2)

Percentage of A Ordinary Shares voted(3)

For

31,352,438

99.83%

Against

52,234

0.17%

Withheld(1)

0

0.00%

Total

31,404,672

100.00%

 

 

(1)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ the resolution.

(2)

Of the total 38,016,676 A Ordinary Shares in issue as at the Voting Record Time, 31,404,672 were voted on the resolution, comprising 82.61% of A Ordinary Shares voted as a percentage of the total issued A Ordinary Shares.

(3)

Rounded to two decimal places.

 

AGF

AGF, in its capacity as the sole holder of the D Ordinary Shares, agreed to be irrevocably bound by the result of the Court Meeting, voted in favour of the resolutions proposed at the General Meeting, and approved the D Shareholder Resolution by way of written resolution.

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