Announcement • Sep 08
finnCap Group plc (AIM:FCAP) completed the acquisition of Cenkos Securities plc (AIM:CNKS) from a group of sellers and others. finnCap Group plc (AIM:FCAP) signed an agreement to acquire Cenkos Securities plc (AIM:CNKS) from a group of sellers and others for £21.1 million on March 23, 2023. Under the terms of the merger, each Cenkos shareholder will be entitled to receive 3.19420647 new finnCap shares. The transaction will be implemented by means of a court-sanctioned scheme of arrangement.The combined group will be led by the existing CEOs of Cenkos and finnCap as co-CEOs. Lisa Gordon will become Chair of the combined group board which will comprise equal numbers of finnCap and Cenkos Directors. The remainder of the combined group board will comprise Ben Procter (CFO), Richard Snow (COO), Robert Lister (senior independent non-executive director) and an expected two further independent non-executive directors to be agreed, one of whom will be nominated by each of Cenkos and finnCap. In aggregate, Cenkos have received irrevocable undertakings and a letter of intent to vote or procure votes in favour of the merger in respect of 18,580,550 scheme shares, representing 32.77% of the issued share capital of Cenkos as at the latest practicable date. The transaction has been unanimously recommended by the Directors of finnCap and Cenkos. The scheme is subject to Cenkos shareholders approval at the General and Court Meeting, Court approval, to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules, the FCA and CMA approval. As of July 18, 2023, the transaction has received regulatory approval from the UK financial conduct authority. The scheme is currently expected to become effective during the third calendar quarter of 2023. The finnCap Board is pleased to announce that the finnCap General Meeting is to be held on May 17, 2023. As of September 5, 2023, High Court of Justice in England and Wales has approved or sanctioned the scheme related to the transaction. The merger scheme will become effective on September 7, 2023, once a copy of the Court Order is delivered to the Registrar of Companies.Matt Davis of SPARK Advisory Partners provided independent financial advice to the Cenkos Directors. Philip Secrett, Samantha Harrison and George Grainger of Grant Thornton acted as nominated adviser to finnCap. Travers Smith LLP is acting as legal adviser to finnCap and Simmons & Simmons LLP is acting as legal adviser to Cenkos. Link Asset Services acted as registrar of Cenkos.finnCap Group plc (AIM:FCAP) completed the acquisition of Cenkos Securities plc (AIM:CNKS) from a group of sellers and others on September 7, 2023. As the scheme has now become effective, Lisa Gordon, Andrew Boorman and Jeremy Miller have tendered their resignations and have stepped down from the Cenkos board. Announcement • Sep 07
Cenkos Securities' Cancellation of Admission to Trading of Shares on AIM to Take Effect on 8 September 2023 Upon Scheme Becoming Effective On 23 March 2023, the board of Cenkos Securities plc ("Cenkos") and the board of finnCap Group plc ("finnCap") announced that they had reached agreement on the terms and conditions of a recommended all-share merger between Cenkos and finnCap (the "Merger"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published on 20 April 2023 (the "Scheme Document"). Cenkos confirmed that the last day of dealings in, and for registration of transfers of, and disablement of Cenkos Shares in CREST will be 6 September 2023 and the Scheme Record Time will be 6.00 pm on 6 September 2023. Scheme Shareholders on Cenkos' register of members at the Scheme Record Time will, upon the Scheme becoming Effective, be entitled to receive the Consideration Shares under the Scheme. Dealings in Cenkos Shares on AIM will be suspended from 7.30 am on 7 September 2023. The suspension is made pursuant to Cenkos' application to the London Stock Exchange and is being effected as part of the Scheme. It is expected that, subject to the Scheme becoming Effective on 7 September 2023, the cancellation of admission to trading of Cenkos Shares on AIM will take effect from 7.00 am on 8 September 2023. Announcement • Jul 25
Cenkos Securities' Cancellation of Admission of Shares to Trading on AIM Expected on 8 September 2023 On 23 March 2023, the board of Cenkos Securities plc ("Cenkos") and the board of finnCap Group plc ("finnCap") announced that they had reached agreement on the terms and conditions of a recommended all-share merger between Cenkos and finnCap (the "Merger"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions (as set out in Part 3 of the Scheme Document), including the Court sanctioning the Scheme at the Scheme Sanction Hearing and the delivery of a copy of the Court Order to the Registrar of Companies for registration. The date of the Court Hearing to sanction the Scheme will be 5 September 2023. An application will be made to the London Stock Exchange ("LSE") for the suspension of the listing of Scheme Shares on AIM with effect from 7.30 am on 7 September 2023. An application will be made to the LSE in relation to the cancellation of admission to trading of Scheme Shares on AIM, which, subject to the Scheme becoming effective on 7 September 2023, is expected to take effect by 7.00 am on 8 September 2023. An application will be made to the LSE for the New finnCap Shares to be admitted to trading on AIM, subject to the Scheme becoming Effective. It is expected that admission of the New finnCap Shares will take place and dealings will commence at 8.00 a.m. on 8 September 2023. 
