TIDMRIV
RNS Number : 0276O
River and Mercantile Group PLC
07 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
For immediate release
7 June 2022
LEI: 2138005C7REHURGWHW31
River and Mercantile Group PLC (RMG or the Company)
Return of Cash: Completion of the B Share Purchase Offer and
payment of the Single B Share Dividend
Further to the publication on 8 March 2022 of the explanatory
circular regarding the B Share Scheme (the Circular), the passing
of all the required resolutions at RMG's General Meeting on 1 April
2022, and the announcement earlier today, 7 June 2022, that
Jefferies International Limited (Jefferies) (acting as principal,
and not as agent, nominee or trustee for RMG) had made the B Share
Purchase Offer, RMG announces that it has accepted the B Share
Purchase Offer on behalf of the holders of the B Shares and that
the B Shares have been purchased by Jefferies (acting as principal,
and not as agent, nominee or trustee for RMG) from the relevant
Shareholders for an amount of 221.38 pence per B Share (free of all
expenses and commissions) on the terms set out in the Circular and
the Purchase Offer Deed.
Payments to Shareholders (rounded down to the nearest number of
whole pence) are expected to be despatched and CREST accounts
credited no later than 21 June 2022 in respect of proceeds from the
sale of the B Shares purchased by Jefferies.
Single B Share Dividend
Following the B Share Purchase Completion, RMG announces that it
has paid the Single B Share Dividend to Jefferies as beneficial
holder of all of the B Shares. In accordance with RMG's Articles of
Association, following the payment of the Single B Share Dividend
all of the B Shares have been automatically reclassified as C
Shares.
The C Shares will not be listed and carry extremely limited
rights. All of the C Shares (being 85,823,864 C Shares) will be
repurchased by RMG from Jefferies later today, in accordance with
the terms of the Option Agreement as described in the Circular.
Upon their repurchase by RMG, all of the C Shares will be cancelled
by RMG.
Shareholder Helplines
If you have any questions about the B Share Scheme, you should
visit help.shareview.co.uk or, alternatively, please call the
Equiniti shareholder helpline between 8.30 a.m. and 5.30 p.m. (UK
time) Monday to Friday (except public holidays in England and
Wales) on 0371 384 2050 (calls to this number are charged at the
standard geographical rate and will vary by provider) or on +44 (0)
371 384 2050 from outside the UK (charged at the applicable
international rate). Please note that calls may be monitored or
recorded and the helpline cannot provide financial, legal or tax
advice or advice on the merits of the B Share Scheme.
Enquiries:
River and Mercantile Group PLC +44 (0) 20 3327 5100
Montfort Communications
Gay Collins +44 (0) 7798 626282
Toto Reissland +44 (0) 7976 098139
Jefferies
Paul Nicholls
Sam Barnett +44 (0) 20 7029 8211
Important Notices
Capitalised terms used in this announcement which are not
otherwise defined in this announcement have the same meaning as in
the Circular, which is available at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism and on RMG's
website at https://riverandmercantile.com/ . All references to time
in this announcement are to London time.
Jefferies, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
the Company as financial adviser and broker and for no one else in
connection with the B Share Scheme and will not be responsible to
anyone other than the Company for providing the protection offered
to clients of Jefferies nor for providing advice in relation to the
B Share Scheme or any other matters referred to in this
announcement.
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, subscribe for, sell,
otherwise dispose of or issue, or any solicitation of any offer to
sell, otherwise dispose of, issue, purchase, otherwise acquire or
subscribe for, any security. This announcement does not constitute
an invitation to participate in the B Share Scheme in or from any
jurisdiction in or from which, or to or from whom, it is unlawful
to make such offer under applicable securities laws or otherwise or
where such offer would require a prospectus to be published.
Neither this announcement, nor any other document issued in
connection with the proposed return of capital to Shareholders, may
be issued or distributed to any person except under circumstances
which do not constitute an offer to the public under applicable
securities laws.
The contents of this announcement are not to be construed as
legal, business or tax advice. Each Shareholder should consult
their own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice respectively.
Notice to Overseas Shareholders
Shareholders who are not resident in the United Kingdom or who
are citizens, residents or nationals of other countries should
consult their professional advisers to ascertain whether the issue,
holding or disposal of the B Shares will be subject to any
restrictions or require compliance with any formalities imposed by
the laws or regulations of, or any body or authority located in,
the jurisdiction in which they are resident or to which they are
subject. In particular, it is the responsibility of any Overseas
Shareholder to satisfy itself as to full observance of the laws of
each relevant jurisdiction in connection with the B Share Scheme,
including the obtaining of any government, exchange control or
other consents which may be required, or the compliance with other
necessary formalities needing to be observed and the payment of any
issue, transfer or other taxes or duties in such jurisdiction.
Further details in relation to Overseas Shareholders is
contained in paragraph 6 of Part II (Details of the B Share Scheme)
of the Circular.
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END
MSCBDGDLCXGDGDR
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June 07, 2022 08:42 ET (12:42 GMT)
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