Charlemagne Capital Limited ("Charlemagne Capital")
30 September 2016
Pursuant to the announcement released earlier today by Charlemagne Capital regarding the recommended cash Transaction (as defined therein) (the "Transaction Announcement"), Charlemagne Capital will shortly have available on its website the relevant templates for making opening position disclosures. These will be available at www.charlemagnecapital.com.
The disclosure requirements are restated below.
Capitalised terms used in this announcement shall have the same meanings given to them in the Transaction Announcement.
Charlemagne Capital is a Cayman Islands company whose shares are traded on AIM and is therefore not subject to the City Code. Accordingly, Charlemagne Capital Shareholders and others dealing in Charlemagne Capital Shares are not obliged to disclose any of their dealings under the provisions of the City Code. However, as explained in the Transaction Announcement, 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, inter alia, as otherwise agreed between Charlemagne Capital and Fiera Capital. Accordingly, market participants are requested to make disclosure of "dealings" as if the City Code applied. Disclosures made in relation to relevant securities of Charlemagne Capital should be released via a Regulatory Information Service using the headline "Document re: Charlemagne Capital". The headline "Form 8/8.3"should not be used. Any questions regarding the completion of these forms should be raised with N+1 Singer (tel: +44 (0) 20 7496 3000). Charlemagne Capital Shareholders and persons considering the acquisition or disposal of any interest in Charlemagne Capital Shares are reminded that they are subject to the Disclosure Guidance and Transparency Rules contained in the FCA's Handbook of Rules and Guidance and other applicable regulatory rules regarding transactions in Charlemagne Capital Shares.
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 contact an independent financial adviser authorised by the FCA under FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).
In the light of the foregoing, any person who is "interested" in one per cent. or more of any class of "relevant securities" of Charlemagne Capital or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") is requested to make an "Opening Position Disclosure" following the commencement of the Disclosure Period which begins upon the release of this announcement.
An "Opening Position Disclosure" should contain details of the person's "interests" and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) Charlemagne Capital and (ii) any "securities exchange offeror(s)". Persons requested to make an "Opening Position Disclosure" are requested to make such "Opening Position Disclosure" by no later than 3:30 p.m. on the tenth "business day" following the release of this Announcement. Relevant persons who undertake "dealings" in the relevant securities of Charlemagne Capital or a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" are requested instead to make a "Dealing Disclosure".
If any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a "Dealing Disclosure" by no later than 3:30 p.m. on the "business day" following the date of the relevant transaction. This requested disclosures should continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Disclosure Period otherwise ends. A "Dealing Disclosure" should contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) Charlemagne Capital and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed.
Accordingly, in the case of both an "Opening Position Disclosure" and any "Dealing Disclosure", disclosures of interests in the shares of Charlemagne Capital are requested to be made.
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 or a "securities exchange offeror", they should be regarded to be a single person for these purposes.
"Opening Position Disclosures" will be made by Charlemagne Capital and by any "offeror", and all "dealings" in "relevant securities" of Charlemagne Capital by Charlemagne Capital, by any "offeror" or by any persons "acting in concert" with any of them, will be disclosed in a "dealing disclosure" by no later than 12:00 p.m. 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 website of the Panel. If you are in any doubt as to whether the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the FCA under FSMA.
- End -
Jane McAndry Tel. 01624 640 216
Gillian Martin Tel. 020 7496 3000
This information is provided by RNS