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

FOR IMMEDIATE RELEASE                                                                             24 February 2020

RECOMMENDED CASH ACQUISITION

of

HARWOOD WEALTH MANAGEMENT GROUP PLC ("HARWOOD")

by

HURST POINT TOPCO LIMITED ("BIDCO")

a newly formed company indirectly controlled by funds managed by Carlyle 

SATISFACTION OF FCA CONDITION

On 23 December 2019, the boards of Harwood and Bidco announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for Harwood pursuant to which Bidco would acquire the entire issued share capital of Harwood (the "Acquisition").   The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 12 February 2020, the boards of Harwood and Bidco announced that the requisite majorities of Scheme Shareholders had voted to approve the Scheme at the Court Meeting and that the requisite majority of Harwood Shareholders had voted to pass the special resolution needed to implement the Scheme, including the required amendment to the Harwood Articles.

Today, the boards of Harwood and Bidco are pleased to announce that the FCA has given notice in writing that it has determined to approve the Acquisition.  The Regulatory Condition, as set out in paragraph 2(a) of Part A of Part III of the Scheme Document, has therefore been satisfied.

Harwood confirms that the Court Hearing to sanction the Scheme is now expected to be held, and that the Scheme is expected to become effective, during March 2020. 

Completion of the Acquisition remains subject to the satisfaction or, if applicable, waiver of the other Conditions set out in the Scheme Document, including the Court's sanction of the Scheme.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 13 and 14 of the Scheme Document, as amended by Harwood's announcement on 17 February 2020.  Once a date for the Court Hearing to sanction the Scheme has been confirmed, any further revisions to the dates and/or times in the expected timetable will be notified by announcement through a Regulatory Information Service and made available on the Harwood website.  

Harwood will seek to provide at least ten business days' notice of the proposed suspension of dealings in Harwood Shares on AIM but also indicates that such notice might, depending on the availability of suitable Court dates, be less than this period.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme document sent to Harwood Shareholders on 20 January 2020, a copy of which, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on the Harwood website at www.harwoodwealth.co.uk.

Enquiries:

IMPORTANT NOTICES

Evercore, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Harwood and no one else in connection with the Acquisition, the other matters referred to in this announcement and the Scheme Document, and will not be responsible to anyone other than Harwood for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, the Acquisition or otherwise.  Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement.  To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

N+1 Singer Advisory LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser, nominated adviser and corporate broker exclusively for Harwood and no one else in connection with the Acquisition and the matters set out in this announcement, and will not be responsible to any person other than Harwood for providing the protections afforded to clients of N+1 Singer, nor for providing advice in relation to the Acquisition or any matter referred to herein.  Neither N+1 Singer nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in delict, under statute or otherwise) to any person who is not a client of N+1 Singer in connection with this announcement, any statement contained herein or otherwise.

RBC Capital Markets is the trading name for RBC Europe Limited, which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority and is a subsidiary of Royal Bank of Canada.  RBC Capital Markets is acting exclusively for Bidco and Carlyle and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and/or Carlyle for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.  Neither RBC Capital Markets nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy or completeness or with respect to the verification of any other statement made or purported to be made by it, or on its behalf, in connection with Harwood or the matters described in this announcement.  To the fullest extent permitted by applicable law, RBC Capital Markets and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any statement contained herein.

Publication on a website

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Harwood's website at www.harwoodwealth.co.uk by no later than 12 noon (London time) on 25 February 2020.  For the avoidance of doubt, neither the contents of this website nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement or the Scheme Document.

Request for hard copy

Harwood Shareholders may request a hard copy of this announcement by contacting Computershare Investor Services PLC on +44 (0)370 707 1836 between 8.30 a.m. to 5.30 p.m. Monday to Friday or by submitting a request in writing to Computershare at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom).  Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.  Harwood Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Important Information

If Harwood Shareholders are in any doubt about the Acquisition, the contents of this announcement, the Scheme Document or the action they should take, they are recommended to seek their own independent financial, tax and legal advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.