Source - RNS
RNS Number : 2770L
Charlemagne Capital Limited
30 September 2016
 

30 September 2016

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 OF SUCH JURISDICTION

 

RECOMMENDED CASH TRANSACTION

by

FIERA CAPITAL CORPORATION

for

CHARLEMAGNE CAPITAL LIMITED

 

The boards of Fiera Capital Corporation ("Fiera Capital") and Charlemagne Capital Limited ("Charlemagne Capital") are pleased to announce that agreement has been reached on the terms of a recommended cash transaction comprising: (i) an offer by Fiera Capital for the entire issued and to be issued share capital of Charlemagne Capital; and (ii) the payment of a special dividend by Charlemagne Capital (the "Transaction").   

Highlights

§    Under the terms of the Transaction, which comprises the Offer and the Special Dividend, Charlemagne Capital Shareholders will be entitled to receive:

§    14 pence in cash in aggregate for each Charlemagne Capital Share (the "Cash Value") comprising:

§    11 pence in cash for each Charlemagne Capital Share under the terms of the Offer (the "Offer Price"); and

§    3 pence in cash per Charlemagne Capital Share pursuant to a special dividend payable by Charlemagne Capital, which will be conditional on the Scheme becoming effective and will have a record date of 6:00 p.m. on the Business Day prior to the Effective Date (the "Special Dividend").

§    The Cash Value of 14 pence per Charlemagne Capital Share represents a premium of approximately:

(i)        16.7 per cent. to the Closing Price of 12 pence per Charlemagne Capital Share on 29 September 2016, being the last Business Day prior to this announcement;

(ii)        20.8 per cent. to the volume weighted average Closing Price of 11.59 pence per Charlemagne Capital Share for the 30 trading days ended 29 September 2016;  

(iii)       37.3 per cent. to the volume weighted average Closing Price of 10.20 pence per Charlemagne Capital Share for the 90 trading days ended 29 September 2016; and

(iv)       43.1 per cent. to the volume weighted average Closing Price of 9.78 pence per Charlemagne Capital Share for the 180 trading days ended 29 September 2016.

§    The Charlemagne Capital Directors, who have been so advised by each of Berkshire Capital and N+1 Singer, consider the terms of the Transaction to be fair and reasonable. In providing advice to the Charlemagne Capital Directors, each of Berkshire Capital and N+1 Singer has taken into account the commercial assessments of the Charlemagne Capital Directors.

§    Accordingly, the Charlemagne Capital Directors intend unanimously to recommend that Charlemagne Capital Shareholders vote in favour of the Offer and all resolutions necessary to implement the Offer, as they have irrevocably undertaken so to do in respect of their own Charlemagne Capital Shares (representing approximately 31.3 per cent. of the issued share capital of Charlemagne Capital).

§    Fiera Capital has received irrevocable undertakings from those Charlemagne Capital Directors who are also Charlemagne Capital Shareholders (together with the trustees of trusts in which they have an interest), and certain other senior employees of Charlemagne Capital who are Charlemagne Capital Shareholders (together with the trustees of trusts in which they have an interest and members of their families), in respect of a total of 102,399,429 Charlemagne Capital Shares, representing approximately 35.2 per cent. of Charlemagne Capital's issued share capital. These undertakings demonstrate the strength of the commitment to and support for the Transaction of those Charlemagne Capital Directors and senior employees (in their capacity as Charlemagne Capital Shareholders) in light of the premium referred to above. They continue to be binding until either (i) Fiera Capital announces it does not intend to make or proceed with the Offer (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement Offer within 15 Business Days), (ii) the Offer lapses or is withdrawn (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement Offer within 15 Business Days), (iii) the Implementation Agreement is terminated by agreement between Fiera Capital and Charlemagne Capital; or (iv) the Implementation Agreement is terminated by Fiera Capital (other than as a consequence of the breach of his or her irrevocable undertaking by a Charlemagne Capital Director or a trustee of a trust in which a Charlemagne Capital Director has an interest). The irrevocable undertakings also oblige those Charlemagne Capital Directors and senior employees (in their capacity as Charlemagne Capital Shareholders) to vote against any proposal by a person other than Fiera Capital or a person acting in concert with Fiera Capital to acquire any Charlemagne Capital shares or securities or any assets of Charlemagne Capital.

§    In addition, irrevocable undertakings have also been received by Fiera Capital from institutional investors in respect of 20,125,000 Charlemagne Capital Shares in aggregate, representing approximately 6.9 per cent. of Charlemagne Capital's issued share capital.

§    Accordingly, Fiera Capital has received irrevocable undertakings in respect of a total of 122,613,472 Charlemagne Capital Shares representing, in aggregate, approximately 42.15 per cent. of Charlemagne Capital's issued share capital.

Approvals and timetable

§    The Offer is subject to a number of Conditions, including regulatory approvals in the UK, the Isle of Man and Québec.

§    The Offer is proposed to be implemented by means of a Court-approved scheme of arrangement. Fiera Capital reserves the right, subject to the City Code Expert's consent (if required), to implement the Offer by way of a Takeover Offer or, subject to the City Code Expert's consent (if required) and Charlemagne Capital's consent, to implement the Offer by way of a Merger.

§    The Offer is expected to complete within three to four months of the date of this announcement subject to the Conditions being satisfied.

§    It is expected that the Scheme Document will be posted to Charlemagne Capital Shareholders within 40 days of this announcement.

Commenting on the Offer, Jean-Guy Desjardins, Chairman and Chief Executive of Fiera Capital, said:

"The acquisition of Charlemagne Capital would be an important step in advancing our global presence by teaming up with a high quality emerging and frontier markets specialist, with an excellent track record of performance, a proven team of investment professionals and a strong culturally aligned management team. The addition of emerging and frontier markets strategies to our strong global offering in equities would benefit our clients who are consistently looking for diversification opportunities."

Commenting on the Offer, Jayne Sutcliffe, Chief Executive of Charlemagne Capital, said:

"Fiera Capital is a performance driven, client-focused firm with a strong emphasis on teamwork.  As such, Fiera Capital has committed to preserve and support the culture and infrastructure of Charlemagne Capital.

Our board believes that this transaction is an excellent solution for our broad range of institutional and wealth management investors, who will benefit from being part of Fiera Capital with its complementary culture, financial strength and North American distribution network.   In our view, as the fund management industry evolves, investors will increasingly take comfort from entrusting assets with a firm which has a strong balance sheet, diversified product offering and global distribution."

 

This summary should be read in conjunction with and is subject to the full text of the attached announcement (including the Appendices). The Offer will be subject to the Conditions and Further Terms set out in Appendix I to this announcement and the terms and conditions which will be set out in the Scheme Document, when issued. 

The sources and bases of information contained in this announcement are set out in Appendix II to this announcement and the definitions of certain expressions used in this announcement are set out in Appendix IV to this announcement.

Enquiries

For further information, contact:

Fiera Capital                                                                                           +1 (514) 945 3300

Jean-Guy Desjardins, Chairman and Chief Executive Officer                        

Sylvain Brosseau, Global President and Chief Operating Officer                               

Charlemagne Capital                                                                            +44 (0)20 7518 2100

Jayne Sutcliffe, Chief Executive   

GMP Securities - Financial Adviser to Fiera Capital                        +1 (514) 288 7774

Eric Desrosiers

Berkshire Capital - Lead Financial Adviser                                       +44 (0)20 7828 2828
to Charlemagne Capital             

John Humphrey

N+1 Singer - Financial Adviser,                                                          +44 (0)20 7496 3000

Nominated Adviser and Broker to Charlemagne Capital

Tim Cockroft

Gillian Martin 

Smithfield - PR Adviser to Charlemagne Capital                             +44 (0)20 7360 4900

John Kiely

Further Information

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer will be made solely pursuant to the Scheme Document (or, if the Offer is implemented by means of the Takeover Offer or the Merger, the Offer Document or the Merger Document, as the case may be) which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any response in respect of the Offer should be based only on the information contained in the Scheme Document. Charlemagne Capital Shareholders should read carefully the Scheme Document in its entirety before making a decision with respect to the Offer.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of English and Cayman Islands law, the AIM Rules and the rules of the London Stock Exchange and 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.

Additional US information

The Offer relates to the securities of a company incorporated in the Cayman Islands, listed on an exchange in the UK and is subject to UK disclosure requirements which are different from those of the United States. The financial information included in this announcement may have been prepared in accordance with non‑US accounting standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Charlemagne Capital Shares to enforce their rights and any claim arising out of the US federal securities laws, since Fiera Capital and Charlemagne Capital are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Charlemagne Capital Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The Offer is proposed to be implemented by means of a scheme of arrangement provided for under the Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman Islands company that is a 'foreign private issuer' as defined under Rule 3b.4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. If Fiera Capital exercises its right to implement the Offer by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US securities laws and regulations.

Important notices relating to financial advisers

GMP Securities, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Fiera Capital in relation to the Transaction and no-one else and will not be responsible to anyone other than Fiera Capital for providing the protections offered to clients of GMP Securities nor for providing advice in relation to the Transaction or the contents of this announcement, or any matter referred to herein.

Berkshire Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as lead financial adviser to Charlemagne Capital and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charlemagne Capital for providing the protections afforded to clients of Berkshire Capital nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser, nominated adviser and broker to Charlemagne Capital and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charlemagne Capital for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

Forward-looking statements

This announcement contains a number of forward-looking statements relating to the Fiera Capital Group and the Charlemagne Capital Group with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the Fiera Capital Group and the Charlemagne Capital Group; the economic conditions in which the Fiera Capital Group and the Charlemagne Capital Group operate; benefits of the Transaction and management plans and objectives. Fiera Capital and Charlemagne Capital consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, identify forward looking statements.  These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur.  Subject to compliance with applicable law and regulation, neither Fiera Capital nor Charlemagne Capital undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise. 

No profit forecast

Any statements in this announcement regarding the benefits of the Transaction are not and do not constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than the historical published earnings per share of Fiera Capital or Charlemagne Capital as appropriate.

Application of the City Code and Dealing Disclosure Requirements

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to Charlemagne Capital. 

Charlemagne Capital Shareholders are reminded that whilst the Charlemagne Capital Articles reflect certain provisions of the City Code, as set out more fully below, the Panel does not have responsibility for ensuring compliance with the City Code and is not able to answer shareholders queries in relation to Charlemagne Capital.

In particular, public disclosures consistent with the provision of Rule 8.3 of the City Code should not be e-mailed to the Panel, but released directly through a Regulatory Information Service.

Charlemagne Capital has incorporated certain provisions in the Charlemagne Capital Articles to reflect certain provisions of the City Code, and made various public statements as to how these provisions shall be interpreted. The provisions do not, however, provide shareholders with the full protections offered by the City Code. The Charlemagne Capital Articles provide that the Charlemagne Capital Directors have full authority to determine the deemed application of the whole or part of the City Code. The Charlemagne Capital Admission Document provided that, subject in any event to the Cayman Companies Law and to the requirement that the Charlemagne Capital Directors must be satisfied that the application of the Charlemagne Capital Articles is in the best interests of Charlemagne Capital, if and for so long as Charlemagne Capital were not subject to City Code, the Charlemagne Capital Directors would, in managing and conducting the business of Charlemagne Capital and in exercising or refraining from exercising any and all powers, rights and privileges, use its reasonable endeavours to apply and have Charlemagne Capital abide by the General Principles as set out in the City Code (the ''General Principles'') mutatis mutandis as though Charlemagne Capital were subject to the City Code. In the event that circumstances arose wherein, if Charlemagne Capital were subject to the City Code, Charlemagne Capital would be an offeree or otherwise subject of an approach or the subject of a third party's statement of firm intention to make an offer, the Charlemagne Capital Directors would endeavour to comply and to procure that Charlemagne Capital complies with the provisions of the City Code. In the event that the Charlemagne Capital Diretors recommended to the Charlemagne Capital Shareholders or any class thereof, any takeover offer made for shares in Charlemagne Capital from time to time, the Charlemagne Capital Directors would endeavour to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and the execution of the relevant offer.

As explained in more detail in paragraph 10 below, Charlemagne Capital and Fiera Capital have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the general principles and rules of the City Code in the conduct and execution of the Offer, as if the City Code applied to the Offer, save as otherwise agreed between Charlemagne Capital and Fiera Capital or as determined by the City Code Expert. As the Panel does not have jurisdiction in relation to the Offer, Charlemagne Capital and Fiera Capital have appointed Robert Hingley, the former Director General of the Panel, to resolve any disagreement which may arise as to the application of the City Code to the Offer.

Charlemagne Capital Shareholders and others dealing in ordinary shares of Charlemagne Capital are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures of dealings as if the City Code applied and as if Charlemagne Capital were in an offer period under the City Code. Charlemagne Capital's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should consult Charlemagne Capital. 

In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Charlemagne Capital, all "dealings" in any "relevant securities" of Charlemagne Capital (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which the Scheme becomes effective or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Charlemagne Capital, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

In accordance with the provisions of Rule 8.2(b) of the City Code, all "dealings" in "relevant securities" of Charlemagne Capital by Charlemagne Capital or by any of their respective "associates", would be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" under Rule 8 of the City Code, as if it applied, you should consult Charlemagne Capital.

Number of Charlemagne Capital Securities in Issue

Charlemagne Capital confirms that, as at the date of this announcement, it has 290,885,616 ordinary shares, or Charlemagne Capital Depositary Interests representing ordinary shares, of US$0.01 each in issue and admitted to trading on AIM under ISIN reference KYG2052F1028. The Charlemagne Capital Depositary Interests trade under the same ISIN reference.

Rounding

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

Publication on websites

A copy of this announcement and the documents which would be required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in or subject to restricted jurisdictions, on Fiera Capital's website (www.fieracapital.com) and on Charlemagne Capital's website (www.charlemagnecapital.com) by no later than 12 noon (London time) on 3 October 2016. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

Charlemagne Capital Shareholders may request a hard copy of this announcement by contacting the offices of N+1 Singer during business hours on +44 (0) 207 496 3000 or by submitting a request in writing to the Registrar of Charlemagne Capital at Capita IRG (Offshore) Limited, 12 Castle Street, St Helier, Jersey JE2 3RT or Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Charlemagne Capital Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Transaction should be in hard copy form. Hard copies will not be sent unless requested.

 



 

30 September 2016

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 OF SUCH JURISDICTION

 

Recommended Cash Transaction

by

Fiera Capital Corporation

for

Charlemagne Capital Limited

 

1            Introduction

The boards of Fiera Capital and Charlemagne Capital are pleased to announce that agreement has been reached on the terms of a recommended cash transaction comprising an offer by Fiera Capital for the entire issued and to be issued share capital of Charlemagne Capital, which is proposed to be implemented by means of: (i) a scheme of arrangement under section 86 of the Cayman Companies Law; and (ii) the payment of a special dividend by Charlemagne Capital (the "Transaction").

The sources and bases of information contained in this announcement are set out in Appendix II to this announcement and the definitions of certain expressions used in this announcement are set out in Appendix IV to this announcement.

2            The Transaction

Under the terms of the Transaction, which comprises the Offer and the Special Dividend, Charlemagne Capital Shareholders will be entitled to receive:

§    14 pence in cash in aggregate for each Charlemagne Capital Share (the "Cash Value") comprising:

§    11 pence in cash for each Charlemagne Capital Share under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and the full terms and conditions that will be set out in the Scheme Document, (the "Offer Price"); and

§    3 pence in cash per Charlemagne Capital Share pursuant to a special dividend payable by Charlemagne Capital, which will be conditional on the Scheme becoming effective and will have a record date of 6:00 p.m. on the Business Day prior to the Effective Date (the "Special Dividend").

 

 

The Cash Value of 14 pence represents a premium of approximately:

(i)        16.7 per cent. to the Closing Price of 12 pence per Charlemagne Capital Share on 29 September 2016, being the last Business Day prior to this announcement;

(ii)        20.8 per cent. to the volume weighted average Closing Price of 11.59 pence per Charlemagne Capital Share for the 30 trading days ended 29 September 2016; and

(iii)       37.3 per cent. to the volume weighted average Closing Price of 10.20 pence per Charlemagne Capital Share for the 90 trading days ended 29 September 2016;and

(iv)       43.1 per cent. to the volume weighted average Closing Price of 9.78 pence per Charlemagne Capital Share for the 180 trading days ended 29 September 2016.

The entitlement to receive the 11 pence Offer Price under the terms of the Offer, together with the Special Dividend of 3 pence per Charlemagne Capital Share, values the Transaction at approximately £40.7 million.

3            Irrevocable undertakings

Fiera Capital has received irrevocable undertakings from those Charlemagne Capital Directors who are also Charlemagne Capital Shareholders (together with the trustees of trusts in which they have an interest), and certain other senior employees of Charlemagne Capital who are Charlemagne Capital Shareholders (together with the trustees of trusts in which they have an interest and members of their families), in respect of a total of 102,399,429 Charlemagne Capital Shares, representing approximately 35.2 per cent. of Charlemagne Capital's issued share capital. These undertakings, which demonstrate the strength of the commitment to and support for the Transaction of those Charlemagne Capital Directors and senior employees (in their capacity as Charlemagne Capital Shareholders) in light of the premium referred to above. They continue to be binding until either: (i) Fiera Capital announces it does not intend to make or proceed with the Offer (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement Offer within 15 Business Days); (ii) the Offer lapses or is withdrawn (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement offer within 15 Business Days); (iii) the Implementation Agreement is terminated by agreement between Fiera Capital and Charlemagne Capital; or (iv) the Implementation Agreement is terminated by Fiera Capital (other than as a consequence of the breach of his or her irrevocable undertaking by a Charlemagne Capital Director). The irrevocable undertakings also oblige those Charlemagne Capital Directors and senior employees (in their capacity as Charlemagne Capital Shareholders) to vote against any proposal by a person other than Fiera Capital or a person acting in concert with Fiera Capital to acquire any Charlemagne Capital shares or securities or any assets of Charlemagne Capital.

Fiera Capital has also received irrevocable undertakings from institutional shareholders of Charlemagne Capital, in respect of a total of 20,125,000 Charlemagne Capital Shares, representing approximately 6.9 per cent. of Charlemagne Capital's issued share capital.

The irrevocable undertaking from Artemis Alpha Trust plc, which relates to 12,125,000 Charlemagne Capital Shares, continues to be binding until either: (i) Fiera Capital announces it does not intend to make or proceed with the Offer; (ii) the Offer lapses or is withdrawn; (iii) the Implementation Agreement is terminated by agreement between Fiera Capital and Charlemagne Capital;  (iv) the Implementation Agreement is terminated by Fiera Capital (other than as a consequence of the breach of his or her irrevocable undertaking by a Charlemagne Capital Director or a trustee of a trust in which a Charlemagne Capital Director has an interest); or (v) a competing offer is announced in the manner contemplated by Rule 2.7 of the City Code on terms which represent (in the sole opinion of Artemis Alpha Trust plc) an improvement of 10 per cent. or more on the Cash Value as at the date on which the competing offer is announced.

The irrevocable undertaking from AXA Investment Managers UK Limited, which relates to 8,000,000 Charlemagne Capital Shares, continues to be binding until either: (i) Fiera Capital announces it does not intend to make or proceed with the Offer (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement Offer within 15 Business Days), (ii) the Offer lapses or is withdrawn (unless Fiera Capital or a person acting in concert with Fiera Capital announces a new, revised or replacement Offer offer within 15 Business Days), (iii) the Implementation Agreement is terminated by agreement between Fiera Capital and Charlemagne Capital; (iv) the Implementation Agreement is terminated by Fiera Capital (other than as a consequence of the breach of his or her irrevocable undertaking by a Charlemagne Capital Director or a trustee of a trust in which a Charlemagne Capital Director has an interest); or (v) an all cash competing offer is announced in the manner contemplated by Rule 2.7 of the City Code on terms which represent an improvement of 5 per cent. or more on the Cash Value as at the date on which the competing offer is announced, unless Fiera Capital has announced an improvement to the terms of the Offer within seven days of the competing offer being made, such that the terms of the improved Offer are at least as favourable as the competing offer.

In aggregate, therefore, Fiera Capital has received irrevocable undertakings in respect of a total of 122,613,472 Charlemagne Capital Shares, representing approximately 42.15 per cent. of Charlemagne Capital's issued share capital.

Further details of these undertakings are set out in Appendix III to this announcement.

4            Background to and reasons for the Transaction

Fiera Capital has been searching for high quality emerging markets capabilities to add to its diversified product suite.

Fiera Capital believes that Charlemagne Capital is an excellent strategic and cultural fit and that Charlemagne Capital's sound business and investment philosophy, excellent track record and strong client service will be highly complementary to Fiera Capital's existing institutional, high net worth and retail investment management platforms.

Fiera Capital believes that the Transaction represents an attractive opportunity to expand Fiera Capital's global reach through a physical presence in Europe and develop initiatives that would:

(i)        provide Charlemagne Capital with access to Fiera Capital's existing distribution network and client base in the USA and Canada, which Fiera Capital believes will be highly supportive of Charlemagne Capital's emerging and frontier markets strategies; and

(ii)        utilise the dedicated distribution team at Charlemagne Capital to enhance the growth and distribution of Fiera Capital's products outside of North America.

Fiera Capital also believes that the Offer will also be attractive to Charlemagne Capital's clients as Fiera Capital:

(i)        intends to preserve the existing Charlemagne Capital business model with the objective of retaining all key investment professionals and senior management;

(ii)        intends to preserve Charlemagne Capital's investment process and philosophy; and

(iii)       intends to use its available financial resources to invest in and support the growth and development of Charlemagne Capital.

Fiera Capital also intends, following the completion of the Transaction, subject to its governance and investment allocation procedures, to investigate the allocation of part of its discretionary client assets under management into Charlemagne Capital's emerging market strategies.

5            Background to and reasons for the Recommendation

Charlemagne Capital is a specialist emerging and frontier markets asset manager with AUM of US$2.2 billion at 31 August 2016.

Charlemagne Capital has a long track record as a successful emerging market asset management specialist with an experienced and talented investment team which has generated strong investment performance in difficult markets. Over the past 5 years, the emerging markets equity asset class has underperformed in comparison to more developed markets.  Throughout these challenging times for the asset class, Charlemagne Capital has shown resilience by maintaining a successful performance track record. However, there has been a general trend of capital being reallocated away from the emerging markets asset class. Market decline has also impacted Charlemagne Capital's asset base and profitability.

The Charlemagne Capital Directors therefore believe that it would be in the interests of the Company and its underlying client base to be part of a larger investment management firm that provides   access to a broader distribution network as well as the commitment and financial resources to support Charlemagne Capital's future development and facilitate growth.

The Charlemagne Capital Directors believe that the Transaction will benefit both its clients and employees and will be an important progression in the development and growth of the company. The Charlemagne Capital Directors note that Fiera Capital has stated that it intends to preserve the existing Charlemagne Capital business model and preserve Charlemagne Capital's investment process. In addition, the Transaction should assist Charlemagne Capital's future growth prospects as Charlemagne Capital will have access to Fiera Capital's existing distribution network and client base in the USA and Canada and Fiera Capital will have access to Charlemagne Capital's existing distribution network and client base in Europe.

In addition, in recent months, emerging markets equity investments have become more attractive relative to developed markets equity investments. The Charlemagne Capital Directors believe that the stability and support provided by being part of Fiera Capital should better position Charlemagne Capital to take advantage of investor reallocations to the emerging markets asset class.

Charlemagne Capital has today published its interim results for the six months ended 30 June 2016 and a copy is available on Charlemagne Capital's website at www.charlemagnecapital.com.

6            Recommendation

The Charlemagne Capital Directors, who have been so advised by each of Berkshire Capital and N+1 Singer, consider the terms of the Transaction to be fair and reasonable. In providing advice to the Charlemagne Capital Directors, each of Berkshire Capital and N+1 Singer has taken into account the commercial assessments of the Charlemagne Capital Directors.

Accordingly, the Charlemagne Capital Directors intend unanimously to recommend that Charlemagne Capital Shareholders vote in favour of the Offer and all resolutions necessary to implement the Offer, as they have irrevocably undertaken so to do in respect of their own Charlemagne Capital Shares (representing approximately 31.3 per cent. of the issued share capital of Charlemagne Capital).

7            Management and employees

Fiera Capital attaches great importance to the skills and experience of the management and employees of Charlemagne Capital, and Fiera Capital believes that the Transaction will create an exciting opportunity for the Charlemagne Capital management and employees to join Fiera Capital. Fiera Capital's plans for Charlemagne Capital do not involve any material change in the conditions of employment of Charlemagne Capital's employees. Fiera Capital has no plans to change Charlemagne Capital's places of business.

There have no agreements reached and no advanced discussions held in relation to new incentivisation arrangements by Fiera Capital with specific members of the management of Charlemagne Capital who are Charlemagne Capital Shareholders.  However, Fiera Capital may establish or improve, after completion of the Offer, incentivisation arrangements for the benefit of the management of Charlemagne Capital. These incentivisation arrangements may be established or improved in line with Fiera Capital's normal approach for such arrangements.  Subject to any changes which may be agreed with individuals, the existing employment rights, including pension entitlements, of all Charlemagne Capital employees will be respected following completion of the Offer.

8            Information on Fiera Capital

Fiera Capital is an independent, full service, multi-product investment firm, providing investment advisory and related services, with over C$109 billion AUM as of 30 June 2016. Fiera Capital offers multi-style investment solutions through diversified investment strategies to institutional investors, private wealth clients and retail investors. Fiera Capital and its subsidiaries have approximately 460 employees, including over 150 investment professionals, with offices in Montreal, Toronto, Calgary, Vancouver, Halifax, New York, Boston, Dayton, Los Angeles and San Francisco. Fiera Capital shares are traded under the ticker FSZ.TO on the Toronto Stock Exchange.

In 2015, Fiera Capital's total assets under management grew 17 per cent. to surpass $100 billion by year-end. Revenues increased by 16 per cent. to C$258 million, and adjusted EBITDA grew 8 per cent. to C$85 million. Fiera Capital's compounded annual growth rate in quarterly dividends declared since 2010 has grown by 20 per cent.

Fiera Capital is primarily regulated by the AMF in Québec, and its two US operating subsidiaries are registered as investment advisers with the SEC.

9            Information on Charlemagne Capital

Charlemagne Capital (formerly Regent Fund Management (Cayman) Limited and Regent Europe Limited) was incorporated in the Cayman Islands as an ordinary non-resident company with limited liability (registered number CR-75327) on 29 July 1997 and re-registered as an exempted company with limited liability on 20 March 2006.  The Company gained admission to trading on the AIM market of the London Stock Exchange in April 2006. 

Charlemagne Capital is a specialist emerging markets equity investment manager with US$2.2 billion AUM at 31 August 2016, whose principal activity is the provision of emerging markets asset management products and services. Its operations are based in the Isle of Man and London with a branch office in Germany.  Its operating subsidiaries are regulated by the IoM FSA, the FCA and the SEC.

10          Offer Related arrangements

Confidentiality Agreement

Fiera Capital and Charlemagne Capital entered into the Confidentiality Agreement pursuant to which each party has undertaken to, amongst other things: (i) keep confidential information made available by the other party confidential and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation; and (ii) comply with customary non-solicitation provisions.

Implementation Agreement

Charlemagne Capital and Fiera Capital have entered into the Implementation Agreement which contains certain assurances and confirmations between the parties, including provisions relating to the implementation of the Scheme.

In addition, Charlemagne Capital and Fiera Capital have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the general principles and rules of the City Code in the conduct and execution of the Offer, as if the City Code applied to the Offer, save as otherwise agreed between Charlemagne Capital and Fiera Capital or as determined by the City Code Expert. As the Panel does not have jurisdiction in relation to the Offer, Charlemagne Capital and Fiera Capital have appointed Robert Hingley, the former Director General of the Panel, to resolve any disagreement which may arise as to the application of the City Code to the Offer.

The Implementation Agreement terminates in certain circumstances, including if:

§    the Scheme is withdrawn or lapses in accordance with its terms;

§    the Scheme does not become effective on or prior to the Longstop Date;

§    if Fiera Capital gives notice where a Competing Proposal is announced which is recommended by a majority of the directors of Charlemagne Capital;

§    if Fiera Capital gives notice where the directors of Charlemagne Capital fail to publish in the Scheme Document, or otherwise modify or withdraw, their unanimous recommendation of the Offer; and

§    if Fiera Capital gives notice where any Charlemagne Capital Director who is a Charlemagne Capital Shareholder (or a trustee of a trust in which a Charlemagne Capital Director has an interest) who has provided an irrevocable undertaking to Fiera Capital repudiates or fails to perform in full such irrevocable undertaking.

Further information regarding the Implementation Agreement will be set out in the Scheme Document.

11          Effect of the Scheme on the Charlemagne Capital Share Schemes

In light of the small number of participants in the Charlemagne Capital Share Schemes, Charlemagne Capital and Fiera Capital intend to enter into bilateral arrangements with each participant whose options under the Charlemagne Capital Share Schemes have an exercise price of less than the Cash Value for the cancellation of such options (in consideration for the payment to such participant, in respect of each option held, of the difference between the exercise price of such option and the Cash Value) with effect from completion of the Offer.

12          Structure of the Offer

The Offer is expected to be implemented by means of a scheme of arrangement between Charlemagne Capital and its shareholders under section 86 of the Cayman Companies Law. The procedure involves an application by Charlemagne Capital to the Court to sanction the proposed Scheme and to effect the transfer of the Charlemagne Capital Shares to Fiera Capital. In consideration for the transfer of Charlemagne Capital Shares to Fiera Capital, Charlemagne Capital Shareholders will receive 11 pence in cash.

To become effective, the Scheme will require approval by Charlemagne Capital Shareholders at a duly convened meeting held no later than 30 November 2016 or such later date as Fiera Capital may approve, being no later than the Longstop Date. Charlemagne Capital will seek an order from the Court to convene such meeting pursuant to section 86 of the Cayman Companies Law for the purposes of considering and, if thought fit, approving the Scheme (with or without modification). The Scheme will be validly approved if a majority in number representing 75 per cent. in value of Charlemagne Capital Shareholders present and voting, either in person or by proxy, vote in favour of the Scheme.

In light of the fact that a large proportion of Charlemagne Capital Shares are represented by Charlemagne Capital Depositary Interests, Charlemagne Capital intends, when seeking an order from the Court to convene such meeting, to seek a direction from the Court that the Charlemagne Capital Depositary or its nominee(s) (as applicable) be treated as a multi-headed shareholder for the purpose of counting the majority in number. The Charlemagne Capital Depositary shall, if such direction is given, be treated for the purpose of counting the majority in number as casting one vote for each holder of Charlemagne Capital Depositary Interests that instructs it to vote in favour of the Scheme and one vote for each holder of Charlemagne Capital Depositary Interests that instructs it to vote against the Scheme. The Court has discretion as to whether to make such an order. The Court may instead direct that the Charlemagne Capital Depositary shall, for the purpose of counting the majority in number, be treated as casting one vote in favour of the Scheme, and one vote against the Scheme (in each case, assuming at least one holder of Charlemagne Capital Depositary Interests so directs it, but irrespective of the number of holders of Charlemagne Capital Depositary Interest who so direct it). The Court may also make no specific order at the directions hearing as to how the Charlemagne Capital Depositary's votes should be counted for the majority in number and instead make such determination at the later hearing convened to consider the granting of the Court Order. 

The Scheme Document will be made available to Charlemagne Capital Shareholders in due course.  The Scheme Document will include full details of the Scheme, together with notice of the Court Meeting and the expected timetable for the Scheme and will specify the necessary action to be taken by Charlemagne Capital Shareholders.

Once the necessary approvals from the Charlemagne Capital Shareholders have been obtained, a hearing will be convened which will be held when the other Conditions have been satisfied at which the Court will consider whether to sanction the Scheme and grant the Court Order.

Upon the Scheme becoming effective, it will be binding on all Charlemagne Capital Shareholders, irrespective of whether they attended or voted at the Court Meeting and irrespective of whether they vote in favour of the Scheme or not.

The Offer will be subject to the conditions and terms set out or referred to in Appendix I to this announcement and in the Scheme Document. It is expected that, subject to the satisfaction of the Conditions, the Offer is expected to complete between three and four months from the date of this announcement.

13          Financing

The cash consideration payable under the Offer will be funded from a letter of credit issued by National Bank of Canada in favour of Fiera Capital or by such other means as Fiera Capital may determine.

GMP Securities, financial adviser to Fiera Capital, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Charlemagne Capital Shareholders under the terms of the Offer (which, for the avoidance of doubt, does not include the Special Dividend which is payable by Charlemagne Capital).

14          Delisting of Charlemagne Capital Shares

Upon the Scheme becoming effective, Fiera Capital intends to procure that Charlemagne Capital will make an application for the cancellation of admission of Charlemagne Capital Shares and to trading on AIM.

The last day of dealings in Charlemagne Capital Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. on that date.

15          Regulatory clearances

The Offer is conditional upon the FCA, the Isle of Man FSA and the AMF giving all clearances required in connection with the implementation of the Offer in terms satisfactory to Fiera Capital. The persons requiring clearance from the FCA and the Isle of Man FSA, respectively, as controllers of Charlemagne Capital UK Limited and Charlemagne Capital (IOM) Limited will, in addition to Fiera Capital, include certain major shareholders of Fiera Capital.

16          Dividend

Conditional on the Scheme becoming effective or, if applicable, Merger (or if Fiera Capital exercises its right to implement the Offer by way of Merger or Takeover Offer, the Merger becoming effective or the Takeover Offer becoming or being declared unconditional in all respects), holders of Charlemagne Capital Shares as at the record date for the Special Dividend, which will be at 6:00 p.m. on the Business Day prior to the Effective Date shall be entitled to receive the Special Dividend without any reduction in the Offer Price payable under the terms of the Offer.

Other than the Special Dividend, no dividend will be declared, paid or made by Charlemagne Capital prior to the Effective Date. However, if on or after the date of this announcement and on or prior to the Effective Date, (i) any other dividend or distribution is authorised, declared, made or paid or becomes payable, the Offer Price will, if Fiera Capital so elects, be reduced by the aggregate gross amount of such dividend or other distribution.

17          Opening Position Disclosure

Each of Fiera Capital and Charlemagne Capital confirm that they will, within 10 trading days of the date of this announcement, make a public opening position disclosure in relation to Charlemagne Capital Shares setting out the detail that would be required to be disclosed under Rules 8.1(a) and 8.2(a) respectively of the City Code.

18          General

The Offer will comply with the applicable rules and regulations of the London Stock Exchange and AIM. The Scheme will be governed by, and construed in accordance with, the laws of the Cayman Islands and will be subject to the exclusive jurisdiction of the courts of the Cayman Islands and to the Conditions and further terms set out in Appendix I, and the full terms and conditions to be set out in the Scheme Document.

It is currently intended that the Offer will be implemented by means of a court sanctioned scheme of arrangement pursuant to section 86 of the Cayman Companies Law, although Fiera Capital reserves the right, subject to the City Code Expert's consent (if required), to implement the Offer by way of a Takeover Offer or, subject to the City Code Expert's consent (if required) and Charlemagne Capital's consent, to implement the Offer by way of a Merger.

19          Display Documents

Copies of the following documents shall be made available on Fiera Capital's and Charlemagne Capital's websites at www.fieracapital.com and www.charlemagnecapital.com respectively until the end of the Offer:

(i)        the irrevocable undertakings referred to and summarised in paragraph 3 above and in Appendix III;

(ii)        a specimen form of the letter of credit referred to in paragraph 13 above;

(iii)       the written consents provided by each of Berkshire Capital, N+1 Singer and GMP Securities;

(iv)       the Confidentiality Agreement referred to in paragraph 10 above; and

(v)       the Implementation Agreement referred to in paragraph 10 above.

Enquiries

For further information, contact:

Fiera Capital                                                                                           +1 (514) 945 3300

Jean-Guy Desjardins, Chairman and Chief Executive Officer                        

Sylvain Brosseau, Global President and Chief Operating Officer                   

Charlemagne Capital                                                                            +44 (0)20 7518 2100

Jayne Sutcliffe, Chief Executive   

GMP Securities - Financial Adviser to Fiera Capital                        +1 (514) 288 7774

Eric Desrosiers

Berkshire Capital - Lead Financial Adviser                                       +44 (0)20 7828 2828
to Charlemagne Capital 

John Humphrey

N+1 Singer - Financial Adviser,                                                          +44 (0)20 7496 3000

Nominated Adviser and Broker to Charlemagne Capital

Tim Cockroft

Gillian Martin

Smithfield - PR Adviser to Charlemagne Capital                            +44 (0)20 7360 4900

John Kiely

Further Information

This announcement is for information purposes only and does not constitute, or form part of, any offer for or invitation to sell or purchase any securities, or any solicitation of any offer for, securities in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. The Offer will be made solely pursuant to the Scheme Document (or, if the Offer is implemented by means of the Takeover Offer or the Merger, the Offer Document or the Merger Document, as the case may be) which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any response in respect of the Offer should be based only on the information contained in the Scheme Document. Charlemagne Capital Shareholders should read carefully the Scheme Document in its entirety before making a decision with respect to the Offer.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared to comply with the requirements of English and Cayman Islands law, the AIM Rules and the rules of the London Stock Exchange and 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.

Additional US information

The Offer relates to the securities of a company incorporated in the Cayman Islands, listed on an exchange in the UK and is subject to UK disclosure requirements which are different from those of the United States. The financial information included in this announcement may have been prepared in accordance with non‑US accounting standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Charlemagne Capital Shares to enforce their rights and any claim arising out of the US federal securities laws, since Fiera Capital and Charlemagne Capital are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Charlemagne Capital Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The Offer is proposed to be implemented by means of a scheme of arrangement provided for under the Cayman Companies Law. The scheme of arrangement will relate to the shares of a Cayman Islands company that is a 'foreign private issuer' as defined under Rule 3b.4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the Cayman Islands to schemes of arrangement, which differ from the disclosure requirements of the US proxy and tender offer rules. 

If Fiera Capital exercises its right to implement the Offer by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US securities laws and regulations.

Important notices relating to financial advisers

GMP Securities, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Fiera Capital in relation to the Offer and no-one else and will not be responsible to anyone other than Fiera Capital for providing the protections offered to clients of GMP Securities nor for providing advice in relation to the Offer or the contents of this announcement , or any matter referred to herein.

Berkshire Capital, which is authorised and regulated in the UK by the FCA, is acting exclusively as lead financial adviser to Charlemagne Capital and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charlemagne Capital for providing the protections afforded to clients of Berkshire Capital nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

N+1 Singer, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser, nominated adviser and broker to Charlemagne Capital and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Charlemagne Capital for providing the protections afforded to clients of N+1 Singer nor for providing advice in relation to the matters set out in this announcement, the contents of this announcement, or any matter referred to herein.

Forward-looking statements

This announcement contains a number of forward-looking statements relating to the Fiera Capital Group and the Charlemagne Capital Group with respect to, among other matters, the following: financial condition; results of operations; the respective businesses of the Fiera Capital Group and the Charlemagne Capital Group; the economic conditions in which the Fiera Capital Group and the Charlemagne Capital Group operate; benefits of the Transaction and management plans and objectives. Fiera Capital and Charlemagne Capital consider any statements that are not historical facts to be "forward-looking statements". Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, identify forward looking statements.  These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by them. Due to such risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Forward-looking statements only speak as of the date on which they are made, and the events discussed herein may not occur.  Subject to compliance with applicable law and regulation, neither Fiera Capital nor Charlemagne Capital undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise.  

No profit forecast

Any statements in this announcement regarding the benefits of the Transaction are not and do not constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than the historical published earnings per share of Fiera Capital or Charlemagne Capital as appropriate.

Application of the City Code and Dealing Disclosure Requirements

By virtue of its status as a company incorporated in the Cayman Islands, the City Code does not apply to Charlemagne Capital. 

Charlemagne Capital Shareholders are reminded that whilst the Charlemagne Capital Articles reflect certain provisions of the City Code, as set out more fully below, the Panel does not have responsibility for ensuring compliance with the City Code and is not able to answer shareholders' queries in relation to Charlemagne Capital.

In particular, public disclosures consistent with the provision of Rule 8.3 of the City Code should not be e-mailed to the Panel, but released directly through a Regulatory Information Service.

Charlemagne Capital has incorporated certain provisions in the Charlemagne Capital Articles to reflect certain provisions of the City Code, and made various public statements as to how these provisions shall be interpreted. The provisions do not, however, provide shareholders with the full protections offered by the City Code. The Charlemagne Capital Articles provide that the Charlemagne Capital Directors have full authority to determine the deemed application of the whole or part of the City Code. The Charlemagne Capital Admission Document provided that, subject in any event to the Cayman Companies Law and to the requirement that the Charlemagne Capital Directors must be satisfied that the application of the Charlemagne Capital Articles is in the best interests of Charlemagne Capital, if and for so long as Charlemagne Capital were not subject to City Code, the Charlemagne Capital Directors would, in managing and conducting the business of Charlemagne Capital and in exercising or refraining from exercising any and all powers, rights and privileges, use its reasonable endeavours to apply and have Charlemagne Capital abide by the General Principles as set out in the City Code (the ''General Principles'') mutatis mutandis as though Charlemagne Capital were subject to the City Code. In the event that circumstances arose wherein, if Charlemagne Capital were subject to the City Code, Charlemagne Capital would be an offeree or otherwise subject of an approach or the subject of a third party's statement of firm intention to make an offer, the Charlemagne Capital Directors would endeavour to comply and to procure that Charlemagne Capital complies with the provisions of the City Code. In the event that the Charlemagne Capital Directors recommended to the Charlemagne Capital Shareholders, or any class thereof, any takeover offer made for shares in Charlemagne Capital from time to time, the Charlemagne Capital Directors would endeavour to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and the execution of the relevant offer.

As explained in more detail in paragraph 10 above, Charlemagne Capital and Fiera Capital have agreed generally, subject to certain exceptions set out in the Implementation Agreement, to comply with the general principles and rules of the City Code in the conduct and execution of the Offer, as if the City Code applied to the Offer, save as otherwise agreed between Charlemagne Capital and Fiera Capital or as determined by the City Code Expert. As the Panel does not have jurisdiction in relation to the Offer, Charlemagne Capital and Fiera Capital have appointed Robert Hingley, the former Director General of the Panel, to resolve any disagreement which may arise as to the application of the City Code to the Offer.

Charlemagne Capital Shareholders and others dealing in ordinary shares of Charlemagne Capital are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosures of dealings as if the City Code applied and as if Charlemagne Capital were in an offer period under the City Code. Charlemagne Capital's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should consult Charlemagne Capital. 

In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Charlemagne Capital, all "dealings" in any "relevant securities" of Charlemagne Capital (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which the Scheme becomes effective or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Charlemagne Capital, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

In accordance with the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Charlemagne Capital by Charlemagne Capital or by any of their respective "associates", would be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" under Rule 8 of the City Code, as if it applied, you should consult Charlemagne Capital.

Number of Charlemagne Capital Securities in Issue

Charlemagne Capital confirms that, as at the date of this announcement, it has 290,885,616 ordinary shares, or Charlemagne Capital Depositary Interests representing ordinary shares, of US$0.01 each in issue and admitted to trading on AIM under ISIN reference KYG2052F1028. The Charlemagne Capital Depositary Interests trade under the same ISIN reference.

Rounding

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

Publication on websites

A copy of this announcement and the documents which would be required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in or subject to restricted jurisdictions, on Fiera Capital's website (www.fieracapital.com) and on Charlemagne Capital's website (www.charlemagnecapital.com) by no later than 12 noon (London time) on 3 October 2016. For the avoidance of doubt, neither the contents of those websites nor the contents of any website accessible from hyperlinks on those websites (or any other websites referred to in this announcement) are incorporated into, or form part of, this announcement.

Charlemagne Capital Shareholders may request a hard copy of this announcement by contacting the offices of N+1 Singer during business hours on +44 (0) 207 796 3000 or by submitting a request in writing to the Registrar of Charlemagne Capital at Capita IRG (Offshore) Limited, 12 Castle Street, St Helier, Jersey JE2 3RT or Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Charlemagne Capital Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Transaction should be in hard copy form. Hard copies will not be sent unless requested.



 

APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

PART A: CONDITIONS

1          The Offer will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Longstop Date, or such later date (if any) as Fiera Capital and Charlemagne Capital may agree and the Court may allow.

2          The Scheme will be conditional upon:

(a)       the approval by resolutions duly passed in the manner and by the majority required by the Cayman Companies Law and (where applicable) the Court at one or more duly convened meetings of the holders of Charlemagne Capital Shares (including any adjournments or postponements thereof) held no later than 30 November 2016 or such later date as Fiera Capital may approve, being no later than the Longstop Date, of:

(i)        the Scheme; and

(ii)        all other matters necessary to implement the Scheme;

(b)       the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Charlemagne Capital and Fiera Capital) no later than 31 December 2016 or such later date as Fiera Capital may approve, being no later than the Longstop Date; and

(c)       the delivery, no later than 4 January 2017 or such later date as Fiera Capital may approve, being no later than the Longstop Date, of a copy of the Court Order to the Registrar of Companies.

3          In addition, Fiera Capital and Charlemagne Capital have agreed that the Offer will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions have been satisfied or, where relevant and to the extent necessary, waived:

(a)       in respect of each notice under section 178 of FSMA which any person is under a duty to give in connection with the Offer:

(i)        the FCA giving notice in writing pursuant to section 189(4)(a) or 189(7) of FSMA that it has determined to approve each acquisition of, or increase in control over, any member of  the Wider Charlemagne Capital Group which is a UK authorised person (as that expression is defined in section 191G of FSMA) pursuant to section 185 of FSMA which would result from implementation of the Offer on terms satisfactory to Fiera Capital; or

(ii)        the FCA being treated, under section 189(6) of FSMA, as having approved each such acquisition of or increase in control which would result from implementation of the Offer;

(b)       Charlemagne Capital (IOM) Limited having obtained the consent of the Isle of Man Financial Services Authority in terms of Rule 7.5(3)(b) of the Financial Services Rule Book 2013 for each change of control of Charlemagne Capital (IOM) Limited which would result from the implementation of the Offer on terms satisfactory to Fiera Capital;

(c)       the AMF having issued a non-objection letter in connection with the Offer as required under section 11.9 of Regulation 31-103 with respect to registration requirements, exemptions and ongoing registrant obligations on terms satisfactory to Fiera Capital;

(d)       there being in full force and effect, on terms satisfactory to Fiera Capital, all other Relevant Authority Clearances;

(e)       except as Disclosed, there being no provision of any agreement, arrangement, lease, licence, franchise, permit, lease or other instrument to which any member of the Wider Charlemagne Capital Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject, and no event or circumstance having occurred which under any agreement, arrangement, licence, permit, lease or other instrument which any member of the Wider Charlemagne Capital Group is a party to or by or to which any member of the Wider Charlemagne Capital Group or any of its assets is or may be bound, entitled or subject, which in consequence of the Offer or the acquisition or proposed acquisition by any member of the Wider Fiera Capital Group of any shares or other securities (or the equivalent) in Charlemagne Capital or because of a change in the control or management of any member of the Charlemagne Capital Group or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Charlemagne Capital Group taken as a whole):

(i)        any moneys borrowed by or any other material indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        any such agreement, arrangement, licence, permit, lease or instrument or the rights, liabilities, obligations, interests or business of any such member in or with any other firm, company, body or person (or any agreement or arrangements relating to any such interests or business) thereunder being terminated, adversely modified or affected or any obligation or liability arising or any action being taken thereunder;

(iii)       any assets or interests of, or any asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Charlemagne Capital Group;

(iv)       the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v)       the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi)       the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)      any such member ceasing to be able to carry on business under any name under which it presently does so;

(viii)      the creation of any liability, actual or contingent, by any such member; or

(ix)       any liability of any such member to make any severance, termination, bonus or other payment to any of the directors or other officers,

(x)        and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Charlemagne Capital Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this condition in any case where such result would be material and adverse in the context of the Wider Charlemagne Capital Group taken as a whole;

(f)        no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any such action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision or order, and there not continuing to be outstanding any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

(i)        require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Fiera Capital Group or by any member of the Wider Charlemagne Capital Group of all or any portion of their respective businesses, assets or property, or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of (as the case may be) the Wider Fiera Capital Group or the Wider Charlemagne Capital Group in either case taken as a whole;

(ii)        require, prevent or delay the divestiture by any member of the Wider Fiera Capital Group of any shares or other securities (or the equivalent) in the Wider Charlemagne Capital Group;

(iii)       impose any limitation on, or result in a delay in, the ability of any member of the Wider Fiera Capital Group directly or indirectly to acquire or to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in Charlemagne Capital or on the ability of any member of the Wider Charlemagne Capital Group or any member of the Wider Fiera Capital Group to hold or exercise effectively any rights of ownership of shares or other securities in, or to exercise management control over, any such member in any respect which is material in the context of the Wider Charlemagne Capital Group taken as a whole;

(iv)       otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Fiera Capital Group or of any member of the Wider Charlemagne Capital Group in a manner which is adverse and material to the Wider Charlemagne Capital Group taken as a whole;

(v)       make the Offer or its implementation or the acquisition or proposed acquisition by Fiera Capital or any member of the Wider Fiera Capital Group of any shares or other securities in, or control of, Charlemagne Capital void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose conditions or obligations with respect thereto, or otherwise challenge or interfere therewith or require material amendment to the terms of the Offer;

(vi)       require any member of the Wider Fiera Capital Group or the Wider Charlemagne Capital Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Charlemagne Capital Group or the Wider Fiera Capital Group or any asset owned by any third party;

(vii)      impose any limitation on the ability of any member of the Wider Fiera Capital Group or any member of the Wider Charlemagne Capital Group to integrate or to co-ordinate its business, or any part of it, with all or any part of the businesses of any other members which is adverse to and material in the context of the group concerned taken as a whole; or

(viii)      result in any member of the Wider Charlemagne Capital Group ceasing to be able to carry on business under any name under which it presently does so,

(ix)       and all applicable waiting and other time periods during which any such Third Party could decide to institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer, the Scheme or the acquisition or proposed acquisition of any Charlemagne Capital Shares having expired, lapsed or been terminated;

(g)       all necessary, or otherwise reasonably deemed by Fiera Capital to be appropriate, filings, notifications and/or applications having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) in connection therewith under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer and all necessary, or otherwise reasonably deemed by Fiera Capital or any member of the Wider Fiera Capital Group to be appropriate, authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals in any jurisdiction for or in respect of the Offer and the acquisition or proposed acquisition of any shares or other securities in, or control of, Charlemagne Capital by any member of the Wider Fiera Capital Group having been obtained in terms and in a form reasonably satisfactory to Fiera Capital from all appropriate Third Parties or persons or bodies with whom any member of the Wider Charlemagne Capital Group or the Wider Fiera Capital Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary, or otherwise reasonably deemed by Fiera Capital or any member of the Wider Fiera Capital Group to be appropriate, to carry on the business of any member of the Wider Charlemagne Capital Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with, which in any such case would be material in the context of the Wider Charlemagne Capital Group taken as a whole;

(h)       except as Disclosed, no member of the Wider Charlemagne Capital Group having, since 30 June 2016 to an extent which is material in the context of the Wider Charlemagne Capital Group taken as a whole:

(i)        save for Charlemagne Capital Shares issued pursuant to the awards granted under the Charlemagne Capital Share Schemes and Disclosed, issued, authorised or proposed the issue of additional shares of any class;

(ii)        save as between Charlemagne Capital and wholly-owned subsidiaries of Charlemagne Capital or for the grant of awards under the Charlemagne Capital Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii)       except for the Special Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iv)       save for non taxable transactions between wholly owned subsidiaries of Charlemagne Capital or between Charlemagne Capital and any such subsidiary, merged or demerged with or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

(v)       save for non taxable transactions between wholly owned subsidiaries of Charlemagne Capital or between Charlemagne Capital and any such subsidiary, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi)       issued, authorised or proposed the issue of any debentures or (save for non taxable transactions between wholly owned subsidiaries of Charlemagne Capital or between Charlemagne Capital and any such subsidiary), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

(vii)      save for non taxable transactions between wholly owned subsidiaries of Charlemagne Capital or between Charlemagne Capital and any such subsidiary, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital which in any such case is material;

(viii)      save for non taxable transactions between wholly owned subsidiaries of Charlemagne Capital or between Charlemagne Capital and any such subsidiary, implemented, effected or authorised, proposed or announced its intention to implement, effect, authorise or propose any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract, service agreement or other arrangement with any director or senior executive save to the extent requested in writing by Fiera Capital;

(ix)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be expected to be materially restrictive on the businesses of any member of the Wider Charlemagne Capital Group or the Wider Fiera Capital Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business or which would have a material adverse effect on the financial position of the Wider Charlemagne Capital Group taken as a whole;

(x)        save as required or requested by Fiera Capital in connection with the Offer, made any alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Offer;

(xi)       (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed in any jurisdiction;

(xii)      entered into any contract, transaction or arrangement which would be materially restrictive on the business of any member of the Wider Charlemagne Capital Group or the Wider Fiera Capital Group other than of a nature and to an extent which is normal in the context of the business concerned;

(xiii)      waived or compromised any claim otherwise than in the ordinary and usual course of business and which is material in the context of the Wider Charlemagne Capital Group taken as a whole;

(xiv)     entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this condition;

(xv)      save as required or requested by Fiera Capital in connection with the Offer, made or agreed or consented to any significant change to:

§    the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Charlemagne Capital Group for its directors, employees or their dependents;

§    the contributions payable to any such pension scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

§    the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined;

§    the basis on which the liabilities (including pensions) of such pension schemes are funded, valued or made;

§    the trustees, involving the appointment of a trust corporation, which in any such case would be material in the context of the pension schemes operated by the Charlemagne Capital Group; or

§    the terms of employment of any Senior Employee;

(xvi)     proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Charlemagne Capital Group;

(xvii)     been unable, or having admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

(xviii)    taken (or agreed or proposed to take) any action which would require, were the City Code applicable to the Offer, the consent of the Panel or the approval of Charlemagne Capital Shareholders in a general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of paragraphs (iii),(iv), (v), (vi), (vii) and (viii) of this condition, the term "Charlemagne Capital Group" shall mean Charlemagne Capital and its wholly-owned subsidiaries;

(i)        except as Disclosed, since 30 June 2016:

(i)        no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Charlemagne Capital Group which is material in the context of the Wider Charlemagne Capital Group taken as a whole; and

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against, or remaining outstanding against, any member of the Wider Charlemagne Capital Group or to which any member of the Wider Charlemagne Capital Group is or is reasonably likely to become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Charlemagne Capital Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Charlemagne Capital Group which in any such case might reasonably be expected to adversely affect any member of the Wider Charlemagne Capital Group to an extent which is material in the context of the Wider Charlemagne Capital Group taken as whole; and

(iii)       no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of the scope or other terms or conditions of any licence held by any member of the Wider Charlemagne Capital Group which is necessary for the proper carrying on of its business;

(j)        except as Disclosed, Fiera Capital not having discovered:

(i)        that any financial, business or other information concerning the Wider Charlemagne Capital Group as contained in the information Disclosed at any time by or on behalf of any member of the Wider Charlemagne Capital Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading which in any case is material and adverse in the context of the Wider Charlemagne Capital Group taken as whole;

(ii)        that any member of the Wider Charlemagne Capital Group is subject or likely to become subject to any liability (contingent or otherwise) which has not been Disclosed and which is or would be likely to be material in the context of the Charlemagne Capital Group as a whole or which would otherwise be likely to materially adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Charlemagne Capital Group;

(iii)       that any past or present member of the Wider Charlemagne Capital Group has paid or agreed to pay any bribe including any "inducement fee", given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, government official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010, as amended, or the US Foreign Corrupt Practices Act of 1977 as amended; or

(iv)       that any past or present member of the Wider Charlemagne Capital Group has engaged in any business with or made any investments in, or made any payments to, (a) any government, entity or individual with which US or Canadian or European Union persons are prohibited from engaging in activities or doing business by US or Canadian or European Union laws or regulations including the economic sanctions administered by the United States Office of Foreign Assets Control or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states, in all cases to the extent such laws, regulations or sanctions applied or apply to the relevant member of the Wider Charlemagne Capital Group.

Part B: Certain further terms of the Offer and the Scheme

1          Subject to any requirements of the City Code Expert, Fiera Capital reserves the right to waive, in whole or in part all or any of the Conditions except Condition 2 and Conditions 3(a) to 3(c). Fiera Capital will be under no obligation to waive or treat as satisfied any of the other Conditions notwithstanding that the other Conditions may have been waived or satisfied and that there are no circumstances indicating that the relevant Condition may not be capable of satisfaction.

2          The Conditions must be fulfilled or waived (if capable of waiver) by Fiera Capital by no later than 11.59 p.m. on the Business Day immediately preceding the date of the Court Meeting. Fiera Capital shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment or waiver of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

3          Fiera Capital reserves the right, subject to the City Code Expert's consent (if required), to elect at any time prior to the Effective Date to implement the Offer by way of a Takeover Offer. In such event, such offer will be implemented on the same terms (subject to any revisions, including (without limitation) an acceptance condition set at 90 per cent. (or such lower percentage as may be determined by the City Code Expert of the shares to which such offer relates)) so far as applicable, as those which would apply to the Scheme.

4          Fiera Capital reserves the right, subject to the City Code Expert's consent (if required) and Charlemagne Capital's consent, to elect at any time to implement the Offer by way of a Merger.  In such event, such Merger will be implemented on the same terms (subject to any revisions) so far as applicable, as those which would apply to the Scheme.

5          The Scheme shall be governed by, and construed in accordance with, the laws of the Cayman Islands and be subject to the exclusive jurisdiction of the courts of the Cayman Islands and to the conditions set out above and in the formal Scheme Document and to the provisions of this Part B.  The Offer will comply with the applicable rules and regulations of the London Stock Exchange, AIM and any other applicable laws or regulations.

6          Charlemagne Capital Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement, save for the Special Dividend.

7          Other than the Special Dividend, no dividend will be declared, paid or made by Charlemagne Capital prior to the Effective Date. However, if (i) on or after the date of this announcement and on or prior to the Effective Date, any other dividend or distribution is authorised, declared, paid or made or becomes payable by Charlemagne Capital, Fiera Capital reserves the right (without prejudice to any other right of Fiera Capital, including to invoke Condition 3(m)(iii) above) to reduce the consideration payable under the Offer and accordingly reduce the Offer Price by the aggregate gross amount of such dividend or distribution or, in the case of a dividend or distribution.

8          If any dividend or other distribution is declared, paid or made by Charlemagne Capital (other than the Special Dividend), any reference in this announcement or the Scheme Document or the Scheme itself to the consideration payable in connection with the Offer or to the Offer Price shall be deemed to be a reference to such consideration or Offer Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Charlemagne Capital Shares are expressed to be acquired by Fiera Capital pursuant to the Offer in Appendix I, each Charlemagne Capital Share shall be acquired by or on behalf of Fiera Capital pursuant to the Offer together with all rights now and hereafter attaching to such shares (or, in the case of a Charlemagne Capital Scheme, to any Charlemagne Capital Shares cancelled in connection with it) including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, announced or approved on or after the date of this announcement and Fiera Capital will be entitled (without prejudice to any other right of Fiera Capital, including to invoke Condition 3(m)(iii) above) to require Charlemagne Capital to pay any such dividend or distribution directly to Fiera Capital, save for the Special Dividend and any dividend or other distribution by Charlemagne Capital in respect of which a reduction has been made as specified in paragraph 7 above and except insofar as a Charlemagne Capital Share is or will be acquired on a basis which entitles Fiera Capital alone to receive the dividend or distribution directly from Charlemagne Capital and retain it.

9          Any exercise by Fiera Capital of its rights referred to in paragraphs 7 or 8 above shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.



 

Appendix II
Bases and Sources

1          Unless otherwise stated:

§    financial information on Fiera Capital is extracted from Fiera Capital's annual report and Consolidated Financial Statements for the year ended 31 December 2015 and from Fiera Capital's Interim Condensed Financial Statements for the period ended 30 June 2016; and

§    financial information on Charlemagne Capital is extracted from Charlemagne Capital's Annual Report and Consolidated Financial Statements for the year ended 31 December 2015 and from the announcement of Charlemagne Capital's interim results for the six months ended 30 June 2016.

2          The value of the Transaction is calculated on the basis of the issued share capital of Charlemagne Capital referred to in paragraph 3 below.

3          Charlemagne Capital confirms that, as at the date of this announcement, it has 290,885,616 ordinary shares, or Charlemagne Capital Depositary Interests representing ordinary shares, of US$0.01 each in issue and admitted to trading on AIM under ISIN reference KYG2052F1028. The Charlemagne Capital Depositary Interests trade under the same ISIN reference.

 



 

Appendix III
Details of irrevocable undertakings

Charlemagne Capital Directors

The following Charlemagne Capital Directors (together with the trustees of trusts in which they are interested) who are Charlemagne Capital Shareholders have given irrevocable undertakings to vote in favour of the Offer on the terms described in paragraph 3 of this announcement:

 

 

Name

Number of Charlemagne Capital Shares

Percentage of Charlemagne Capital's issued share capital

Jayne Sutcliffe (together with (i) Sanne Fiduciary Services Limited and (ii) North Peak Limited)

31,708,519

10.90

Jacob Johan van Duijn

200,000

0.07

Rt. Hon. Lord Lang of Monkton, PC

100,000

0.03

Michael Baer

800,000

0.28

James Mellon (together with (i) Galloway Limited and (ii) Indigo Securities Limited)

55,669,497

19.14

Jane McAndry

1,266,719

0.44

Huw Lloyd Jones

1,196,938

0.41

 

 

 

 

Total

90,941,673

31.26

 

Charlemagne Capital Senior Employees

The following members of senior management of Charlemagne Capital (together with the trustees of trusts in which they are interested and members of their families) have given irrevocable undertakings to vote in favour of the Offer on the terms described in paragraph 3 of this announcement:

 

Name

Number of Charlemagne Capital Shares

Percentage of Charlemagne Capital's issued share capital

1

Anderson Whamond (together with Olga Whamond and MAC Financial Pension Trustees Limited)

3,200,000

1.10

2

Julian Mayo

1,457,864

0.50

3

Mark Bickford-Smith

2,121,498

0.73

4

Varda Lotan (together with Sanne Fiduciary Services Limited)

4,107,926

1.41

5

Vicky Kydoniefs

371,511

0.13

6

Siu Yu Doris Li

288,000

0.10

 

 

 

 

 

Total

11,546,799

3.97

 

Other Charlemagne Capital Shareholders

The following Charlemagne Capital Shareholders have given irrevocable undertakings to vote in favour of the Offer on the terms described in paragraph 3 of this announcement:

 

Name

Number of Charlemagne Capital Shares

Percentage of Charlemagne Capital's issued capital

1

Artemis Alpha Trust plc

12,125,000

4.17

2

AXA Investment Managers        

UK Limited

8,000,000

2.75

 

Total

20,125,000

6.92

 

Appendix IV
Definitions

"acting in concert"

has the meaning given in the City Code;

"AIM"

means the AIM Market of the London Stock Exchange;

"AIM Rules"

means the AIM Rules for Companies as published by the London Stock Exchange;

"AMF"

means the Autorité des marchés financiers du Québec;

"AUM"

means assets under management;

"Berkshire Capital"

means Berkshire Capital Securities Limited;

"Business Day"

means a day (other than a Saturday or Sunday) on which banks in the City of London, Montreal and the Cayman Islands are generally open for business;

"Cash Value"

means the total cash value arising from the Transaction of 14 pence per Charlemagne Capital Share, being the aggregate of the Offer Price and the Special Dividend;

"Cayman Companies Law"

means The Companies Law (2016 Revision) of the Cayman Islands;

"Charlemagne Capital"

means Charlemagne Capital Limited;

"Charlemagne Capital Admission Document"

means the Charlemagne Capital admission document dated 30 March 2006;

"Charlemagne Capital Articles"

means the memorandum and articles of association of Charlemagne Capital in force from time to time;

"Charlemagne Capital Depositary"

means Capita IRG Trustees Limited;

"Charlemagne Capital Depositary Interests"

means depositary interests in respect of underlying Charlemagne Capital Shares issued by the Charlemagne Capital Depositary;

"Charlemagne Capital Directors"

means the directors of Charlemagne Capital from time to time;

"Charlemagne Capital Group"

means Charlemagne Capital and its subsidiary undertakings;

"Charlemagne Capital Share Schemes"

means the Charlemagne Capital Approved Share Option Plan and the Charlemagne Capital Executive Omnibus Incentive Plan, both adopted by the Charlemagne Capital Directors on 27 February 2006;

"Charlemagne Capital Shareholders"

means holders of Charlemagne Capital Shares (whether directly or, as the context requires, as direct or indirect holders of Charlemagne Capital Depositary Interests);

"Charlemagne Capital Shares"

means issued ordinary shares of US$0.01 each in the capital of Charlemagne Capital and/or where the context so requires, the Charlemagne Capital Depositary Interests;

"City Code"

means the UK City Code on Takeovers and Mergers;

"City Code Expert"

means the expert appointed pursuant to the Implementation Agreement to determine the application of the provisions of the City Code;

"Clearances"

means all consents, clearances, permissions and waivers as may be necessary or desirable (in the opinion of Fiera Capital) and all filings and waiting periods as may be necessary or desirable (in the opinion of Fiera Capital), from or under the laws, regulations or practices applied by any Relevant Authority in connection with the implementation of the Offer (including, but not limited to any such consents, clearances, permissions, waivers and all filings and waiting periods as are set out in the Conditions) and references to Clearances having been satisfied shall be construed as meaning that the foregoing have been obtained on terms reasonably satisfactory to Fiera Capital, or where appropriate, made or expired;

"Closing Price"

means the closing middle-market quotation of a Charlemagne Capital Share as derived from the AIM Appendix of the daily official list of the London Stock Exchange;

"Combined Group"

means the Fiera Capital Group following completion of the Offer;

"Competing Proposal"

means any offer, scheme of arrangement, merger or business combination, or similar transaction which is announced or entered into by a third party which is not acting in concert with Fiera Capital, including any revisions thereof the purpose of which is, or would be, to enable that third party to acquire, directly or indirectly, all or a significant proportion (being 20 per cent. or more when aggregated with the shares already held by the third party and any person acting in concert with that third party) of the share capital of Charlemagne Capital or all or a significant proportion (being 20 per cent. or more) of its undertaking, assets or business or any other arrangement or transaction between Charlemagne Capital (and/or any member of the Charlemagne Capital Group) and any third party which is or would be inconsistent with implementation of the Offer;

"Conditions"

means the conditions to the Offer as set out in Appendix I to this announcement and to be set out in the Scheme Document and "Condition" means any one of them;

"Confidentiality Agreement"

means the mutual confidentiality agreement between Fiera Capital and Charlemagne Capital entered into on 15 August 2016;

"Court"

means the Grand Court of the Cayman Islands;

"Court Meeting"

means the meeting of the holders of Charlemagne Capital Shares subject to the Scheme (and any adjournment or postponement  thereof) to be convened by order of the Court pursuant to section 86 of the Cayman Companies Law to consider and, if thought fit, approve the Scheme (with or without amendment);

"Court Order"

means the order(s) of the Court sanctioning the Scheme under section 86 of the Cayman Companies Law;

"Disclosed"

means information: (i) disclosed in the annual report and consolidated financial statements of Charlemagne Capital for the year ended 31 December 2015; (ii) in the interim results announcement of Charlemagne Capital for the six months to 30 June 2016; (iii) publicly announced under the AIM Rules by or on behalf of Charlemagne Capital following the admission of Charlemagne Capital Shares to trading on AIM; (iv) as disclosed in this announcement; or (v) otherwise fairly disclosed in writing by or on behalf of Charlemagne Capital to Fiera Capital in each case prior to the date of this announcement;

"Effective Date"

means the date upon which (i) the Scheme becomes effective or (ii) if Fiera Capital elects to implement the Offer by way of the Takeover Offer, the Takeover Offer becomes or is declared unconditional in all respects or (iii) if Fiera Capital elects to implement the Offer by way of a Merger, the Merger becomes effective;

"Exchange Act"

means the United States Securities Exchange Act of 1934, as amended;

"FCA"

means the Financial Conduct Authority of the UK and any successor authorities;

"FSMA"

means the Financial Services and Markets Act 2000 as amended;

"GMP Securities"

means GMP Securities Europe LLP;

"Implementation Agreement

means the implementation agreement between Charlemagne Capital and Fiera Capital in respect of the Transaction dated 30 September 2016;

"Isle of Man FSA"

means the Isle of Man Financial Services Authority and any successor authorities;

"Fiera Capital"

means Fiera Capital Corporation;

"London Stock Exchange"

means London Stock Exchange plc or its successor;

"Longstop Date"

means 28 February 2017 or such other date as (i) may be agreed between Fiera Capital and Charlemagne Capital; or (ii) may be required pursuant to the terms of the Implementation Agreement, in the event of a Competing Offer;

"Merger"

means a merger of a wholly-owned subsidiary of Fiera Capital and Charlemagne Capital pursuant to Section 233 of the Cayman Companies Law;

"Merger Document"

means the document to be despatched to Charlemagne Capital Shareholders if the Offer is effected by way of a Merger;

"N+1 Singer"

means N+1 Singer Advisory LLP and, where the context allows, its affiliates, which is incorporated as a limited liability partnership in England and Wales with registered number OC364131;

"Offer"

means the recommended offer by Fiera Capital to acquire the entire issued share capital of Charlemagne Capital (other than any Charlemagne Capital Shares already held by Fiera Capital (if any)), to be effected by way of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof and any replacement thereof by a takeover offer or merger;

"Offer Document"

means the document to be despatched to Charlemagne Capital Shareholders if the Offer is effected by way of a Takeover Offer;

"Offer Price"

means 11 pence per Charlemagne Capital Share;

"Panel"

means the Panel on Takeovers and Mergers;

"Registrar of Companies"

means the Registrar of Companies in the Cayman Islands;

"Regulatory Information Service"

means any of the services authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;

"Relevant Authority"

means any court or competition, antitrust, national, supranational or supervisory body or other government, governmental, trade or regulatory agency or body, in each case in any jurisdiction;

"Relevant Regulator"

means in respect of Charlemagne Capital or any member of the Wider Charlemagne Capital Group, each and any regulatory authority to the supervision and/or authorisation of which it is subject whether statutory, self-regulatory or otherwise, including, without limitation, the Isle of Man FSA, the FCA, any settlement system, stock exchange or listing authority;`

"Scheme" or "Scheme of Arrangement"

means the scheme of arrangement proposed to be implemented under section 86 of the Cayman Companies Law in connection with the Offer and upon and subject to the Conditions;

"Scheme Document"

means the scheme circular to be despatched to Charlemagne Capital Shareholders containing the details of the Transaction and the Scheme and certain information about Charlemagne Capital and Fiera Capital and containing notices of the Court Meeting and the text of the Scheme and, where the context so admits, includes any form of proxy, election, notice, court document, meeting advertisement or other document reasonably required in connection with the Scheme;

"SEC"

means the United States Securities and Exchange Commission;

"Securities Act"

means the United States Securities Act of 1933, as amended;

"Senior Employee"

means an employee or a member of the Wider Charlemagne Capital Group who is entitled to earn more than £90,000 per annum or its equivalent in any other currency;

"Special Dividend"

means the special dividend of 3 pence per Charlemagne Capital Share;

"subsidiary undertaking", "associated undertaking", and "undertaking"

have the meanings respectively ascribed to them under the UK Companies Act; 

"Takeover Offer"

means a takeover offer under section 88 of the Cayman Companies Law;

"Third Party"

means a government, governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, trade agency, court, association, institution or any other body or person in any jurisdiction;

"Transaction"

means the transaction described in this announcement pursuant to which Charlemagne Capital Shareholders will receive 14 pence per Charlemagne Capital Share comprised of the Offer and the Special Dividend;

"UK" or "United Kingdom"

means the United Kingdom of Great Britain and Northern Ireland and its dependent territories;

"UK Companies Act"

means the Companies Act 2006 as amended;

"United States"

means the United States of America (including the states of the United States and the District of Columbia), its possessions and territories and all areas subject to its jurisdiction;

"Wider Fiera Capital Group"

means the Fiera Capital Group and associated undertakings and any other body corporate, partnership, joint venture or person in which the Fiera Capital Group and such undertakings (aggregating their interests) have an interest of 20 per cent. or more of the voting or equity capital or the equivalent and any person having any interest of 20 per cent. or more of the voting or equity capital of Fiera Capital; and

"Wider Charlemagne Capital Group"

means the Charlemagne Capital Group and associated undertakings and any other body corporate, partnership, joint venture or person in which the Charlemagne Capital Group and such undertakings (aggregating their interests) have an interest of 20 per cent. or more of the voting or equity capital or the equivalent.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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