AFH Financial Group Plc Statement re Press Comment (9379P)
2021年2月23日 - 12:12AM
RNSを含む英国規制内ニュース (英語)
TIDMAFHP TIDMAFHB
RNS Number : 9379P
AFH Financial Group Plc
22 February 2021
22 February 2021
AFH FINANCIAL GROUP PLC
("AFH" or "Group" or the "Company")
Statement re Press Comment
AFH, the leading financial planning-led wealth management firm,
notes recent commentary in the UK Press regarding the recommended
cash offer for the Company by Cortina Bidco Limited ("Bidco") (the
"Acquisition"). The Independent Directors would like to reiterate
that they consider the terms of Acquisition to be fair and
reasonable, believe the Acquisition is a good deal for all
shareholders, and therefore shareholders vote in favour of the
Scheme.
The Company refers to the Scheme Document posted to AFH
Shareholders on 9 February 2021 and strongly recommends that all
shareholders read the document in full as it outlines the
background to and reasons for the Acquisition. It also contains the
recommendation of the Independent Directors of AFH and the URGENT
ACTION to be taken in order to vote on the Acquisition. The Scheme
Document along with all other documents relevant to the Acquisition
can be found at:
https://afhwm.co.uk/investor-relations/offer/documents/
The Independent Directors believe that the Acquisition reflects
an attractive valuation which will provide AFH Shareholders with
the opportunity to obtain liquidity for their investment and to
crystallise the value of their holdings now against an uncertain
market backdrop.
In considering the nancial terms of the Acquisition, which
(excluding the Interim Dividend) value the entire issued, and to be
issued, ordinary share capital of AFH at approximately GBP224.5
million, the Independent Directors note the following:
-- the Acquisition represents
o a price-to-earnings multiple of 21.0x for the AFH Group for
the year ended 31 October 2020;
o a market-leading valuation for the Core Wealth division when
considering the Bidco offer on a sum-of-the-parts basis between
Core Wealth and Protection Broking;
-- during 2020, AFH's share price uctuated between 203 pence (on
23 March 2020) and 427 pence (on 13 February 2020), often
experiencing swings on relatively low share trading volumes. It
therefore references the premium on offer to both the three-month
volume weighted average and the six-month volume weighted average,
being offer premia of 34.2 per cent. and 35.9 per cent.,
respectively; and
-- an Acquisition Price per Scheme Share of 463 pence represents
a total return to investors since AFH's IPO of 239.5 per cent. (as
at the Pre-Announcement Date) including dividend reinvestment.
Having taken into account all relevant factors, the Independent
Directors believe that the terms of the Acquisition are compelling,
acknowledge the quality and strong prospects of AFH's business and
deliver attractive value to AFH Shareholders in cash allowing them
to crystallise the value of their holdings.
AS SUCH, THE INDEPENDENT DIRECTORS UNANIMOUSLY RECOMMEND THE
ACQUISITION TO AFH SHAREHOLDERS.
Voting at the Court Meeting and the General Meeting
The Scheme will require approval at a meeting of the Voting
Scheme Shareholders convened pursuant to an order of the Court (the
"Court Meeting") to be held at AFH House, Buntsford Drive, Stoke
Heath, Bromsgrove, Worcestershire B60 4JE at 11.00 a.m. (London
time) on 1 March 2021. Implementation of the Scheme will also
require approval of AFH Shareholders at the General Meeting to be
held at the same place at 11.15 a.m. (London time) on 1 March 2021
(or as soon as reasonably practicable thereafter as the Court
Meeting shall have been concluded or adjourned).
Given the current UK Government guidance and the general
uncertainty on what additional and/or alternative measures may be
put in place restricting social gatherings in view of the COVID-19
pandemic, AFH Shareholders (or their proxies) will not be permitted
to attend the Meetings physically save for those AFH Shareholders
permitted by the Chair of the relevant Meeting to establish a
quorum.
SHAREHOLDERS WISHING TO VOTE ON THE ACQUISITION ARE STRONGLY
URGED TO DO SO THROUGH COMPLETION OF THE FORM OF PROXY THAT HAS
BEEN SENT TO THEM AND WHICH IS ALSO AVAILABLE AT
https://afhwm.co.uk/investor-relations/offer/documents/ .
It is very important that, for the Court Meeting in particular,
as many votes as possible are cast so that the Court may be satis
ed that there is a fair and reasonable representation of the
opinion of Voting Scheme Shareholders. Therefore, shareholders must
complete, sign and return their Forms of Proxy, or deliver their
voting instructions by one of the other methods mentioned in the
Scheme Document, as soon as possible.
Enquiries:
AFH Financial Group PLC
John Wheatley, Chairman 01527 577 775
Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited) (Sole Financial Adviser)
Alistair McKay
Alex Price
Dennis Towers
Tiber Karadag 020 7710 7600
Shore Capital (Nominated Adviser and Broker) 020 7408 4090
Corporate Advisory: Hugh Morgan / Daniel Bush / Sarah Mather
Corporate Broking: Henry Willcocks
Yellow Jersey PR Limited (Financial PR)
Joe Burgess / Georgia Colkin / Annabel Atkins 077 6932 5254
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February 22, 2021 10:12 ET (15:12 GMT)
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