Announcement: Proposed acquisition of Cavendish and intention to float

Oct 24, 2018 / Announcements

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the admission document (the "Admission Document") intended to be published by finnCap Group plc in due course in connection with the proposed admission of its issued and to be issued ordinary shares ("Shares") to trading on AIM, a market operated by London Stock Exchange plc ("AIM"). Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Group and online at www.finnCap.com, subject to applicable securities laws or regulations. References in this announcement to the "Group" mean finnCap Group plc together with its subsidiaries as at Admission (including Cavendish).

24 October 2018                       

finnCap Limited

which will become a wholly owned subsidiary of a newly incorporated public company to be named

finnCap Group Plc

PROPOSED ACQUISITION OF CAVENDISH AND INTENTION TO FLOAT

finnCap Limited ("finnCap"), a leading adviser and broker to ambitious growth companies both public and private, announces its proposed acquisition of Cavendish Corporate Finance LLP, and its subsidiary Cavendish Corporate Finance (UK) Limited (together "Cavendish"), and its intention to seek application for admission of the entire issued share capital of the new holding company, finnCap Group Plc (the "Company"), to trading on AIM, a market of the London Stock Exchange, ("Admission"). Admission is currently expected to occur in early December.

finnCap’s core focus is on providing the financial services expertise to help ambitious companies grow, whether public or private. finnCap’s principal activities are equity capital market focused and consist of advising companies, promoting them to investors and accessing capital on their behalf whilst providing trade execution services to a broad base of institutional clients. These activities are delivered through teams specialising in corporate finance and broking, equity sales, trading and market making and research.

Since 2007, finnCap has demonstrated its fundraising and advisory capabilities and has raised over £2.6 billion for its clients. finnCap is retained as financial adviser or broker to 125 quoted companies.

Conditional inter alia on Admission, the acquisition of Cavendish, a leading independent M&A adviser to the UK mid-market will bring into the Group a capability in sell-side M&A advisory services, exit planning and debt advisory services. Cavendish was founded in 1988 and has a team of 40 people primarily focused on sell-side M&A advisory services on mandates relating to companies with an enterprise value of up to £500 million. In the years ending 31 March 2017 and 2018 it advised on a total of 24 completed company sales. The directors of finnCap believe there is a compelling opportunity to offer the services provided by Cavendish to finnCap’s existing client base.

Post Admission, the Group will provide an integrated offering to growth companies for raising private and public equity and debt, alongside advice on acquisitions and disposals with a mission to help ambitious companies grow. Its strategy will be to expand its successful equity capital market business, add additional services of which the acquisition of Cavendish forms a key part, and to focus on the recognition of its brand in its core markets.

Sam Smith, Chief Executive Officer of finnCap said: "Today’s announcement is a significant milestone for finnCap. The acquisition of Cavendish marks an important step forward in the Group’s drive to become a leading full-service provider of growth capital and advisory services to ambitious companies both public and private.

finnCap’s mission has always been to help ambitious companies grow, and after a number of successful years focusing on equity capital markets, fundraising and corporate finance advice it is very well placed to expand its suite of services and further strengthen its market position. Cavendish is an integral part of this strategy and will enable finnCap to deliver sell side M&A services to private and public companies, as well as add a debt advisory capability to its capital raising activities.

The proposed admission to AIM will boost finnCap’s profile, provide the Group with the access to capital to fuel its own growth ambitions and allow the Group to continue to incentivise its staff with packages that are aligned with shareholders.

We welcome Lord Leigh of Hurley, Joe Stelzer and the Cavendish team to the Group and look forward to working with them as we create the corporate adviser of choice to the UK’s leading growth companies."

Lord Leigh of Hurley, Senior Partner of Cavendish and proposed Executive Deputy Chairman of finnCap said: "We are delighted to be joining finnCap at an exciting time for the Group. As a result of the combination with finnCap, we will considerably bolster the range of services we can offer clients, beyond our core M&A capability, to include private debt and equity fundraisings as well as access to the public markets.

Additionally, being a member firm of Oaklins, the international M&A advisor, brings a global dimension to the Group’s corporate finance and M&A capabilities. We look forward to playing an active part in finnCap’s expansion and, by leveraging our combined expertise across key business sectors, we can deliver a comprehensive service to the UK’s ambitious growth companies, which contribute so much to the economy."

Contacts

finnCap Limited

investor.relations@finncap.com

 

Sam Smith, Chief Executive Officer

 

 

Tom Hayward, Chief Financial Officer

 

 

 

 

 

Cavendish

Tel: 44 (0) 20 7908 6000

 

Howard Leigh, Lord Leigh of Hurley, Senior Partner

 

 

 

 

 

Grant Thornton (Nominated Adviser)

Tel: +44 (0) 20 7383 5100

 

Philip Secrett/Samantha Harrison/Seamus Fricker

 

 

 

 

 

finnCap Limited (Broker)

Tel: +44 (0) 20 7220 0500

 

Rhys Williams

 

 

 

 

 

Morgan Rossiter (PR adviser to the Group)

Tel: +44 (0) 20 3195 3240

 

Richard Morgan Evans

 

 

 

IMPORTANT INFORMATION 

This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment therefor.

Recipients of this announcement who are considering subscribing for or acquiring Shares following publication of the Admission Document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, finnCap Limited or Grant Thornton UK LLP ("GrantThornton") or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.

Grant Thornton, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Grant Thornton or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for or otherwise acquire Shares in reliance on the Admission Document. Grant Thornton has not authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Grant Thornton or its affiliates as to any of its contents. 

finnCap Limited, a firm which is which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as broker in connection with the Admission, and will not be responsible to any other person for providing the protections afforded to customers of finnCap or advising any other person in connection with the Admission.  Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or the regulatory regime established under it, finnCap does not accept any responsibility whatsoever for the contents of this document, and no representation or warranty, express or implied, is made by finnCap with respect to the accuracy or completeness of this document or any part of it.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("QualifiedInvestors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.

Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from a Restricted Jurisdiction or offered or sold to a person within a Restricted Jurisdiction.

The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning any acquisition of Shares. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments. 

This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. Such forward looking statements are based on the directors of finnCap's expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. Though the directors of finnCap believe these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly to the total figure given.

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