Tilney Smith & Williamson Merger: Mix-and-Match Elections

  • Written By: Nicola Mitford-Slade
  • Published: Wed, 26 Aug 2020 17:00 GMT

We are pleased to announce the outcome of the mix-and-match facility in connection with the merger of Smith & Williamson and Tilney, which is due to complete on 1 September 2020.

The results below relate only to consideration due to be received above the £45,000 Minimum Cash Amount. Of those who were eligible to make an election, 255 shareholders chose to receive the default consideration mix and 389 made mix-and-match elections.

Excess Share Elections (options 1-3 on the form):

All individuals who opted for Excess New Ords or Excess New Prefs will receive their requested consideration mix, as no share scale-backs were required.

There was £5,800,787 of excess cash available to satisfy Cash Participation Elections as a consequence of other shareholders selecting excess shares. This excess cash was allocated pro rata across the 269 shareholders who requested more cash through mix-and-match options 4 or 5, resulting in the cash element of their election consideration increasing from approximately 37.48% to approximately 41%.

Excess New Pref Election (less than or equal to the Default Share Percentage) and a Cash Participation Election (option 4): All individuals who opted for this option will receive approximately 41% of their election consideration as cash. Their balance will either all be received in New Preference Shares or, if they specified a percentage of less than 59% on the form, they will receive their specified percentage in New Preference Shares and the remaining consideration will be settled as New Ordinary Shares.

For example, if the shareholder selected 25% in New Preference Shares and also made a Cash Participation election, the consideration they will receive above £45,000 will be 41% Cash, 25% in New Preference Shares and 34% in New Ordinary Shares.

Cash Participation Election (option 5): All individuals who opted for a Cash Participation Election only will receive approximately 41% of their Election Share consideration in cash, 52.93% in New Ordinary Shares and 6.06% in New Preference Shares.

Final Default Consideration Mix

Shareholders who did not make an election will receive the default consideration. The approximate anticipated Default Cash Percentage, Default New Pref Percentage and Default New Ord Percentage were each set out on page 19 of the supplementary scheme circular dated 6 July 2020. The final calculations of each of these default percentages, comprising the default consideration mix for those Eligible Individual Shareholders who did not return an Election under the Mix-and-Match facility, were:

  • Default Cash Percentage: 37.48% ;
  • Default New Pref Percentage: 6.06%; and
  • Default New Ord Percentage: 56.46%.

Deferred Cash Percentage

For shareholders due to receive cash over and above the £45,000 Minimum Cash Amount, 35.3% will be paid on completion with the remaining 64.7% paid on the first anniversary of completion. For the avoidance of doubt, the deferred cash percentage also applies to any excess cash received by shareholders who elected for the Cash Participation Election.

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