Charlemagne Capital : Suspension of Dealings and Transfers

RNS Number : 5439R

Charlemagne Capital Limited

12 December 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

For immediate release

12 December 2016

CHARLEMAGNE CAPITAL LIMITED

RECOMMENDED CASH OFFER BY FIERA CAPITAL CORPORATION

SUSPENSION OF DEALINGS AND REGISTRATION OF TRANSFERS OF

CHARLEMAGNE CAPITAL SHARES

Charlemagne Capital Limited ("Charlemagne Capital") refers to the recommended cash transaction, comprising: (i) an offer by Fiera Capital Corporation ("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"), to be implemented by means of a scheme of arrangement between Charlemagne Capital, Fiera Capital and the holders of Scheme Shares under section 86 of the Companies Law (2016 Revision) of the Cayman Islands (the "Scheme").

Pursuant to the terms of the Scheme, which was approved by Charlemagne Capital Shareholders at the Court Meeting on 2 December 2016, Charlemagne Capital announces that the registration of transfers of Charlemagne Capital Shares will be suspended with effect from 6.00 p.m. (London time) today and dealings in Charlemagne Capital Shares will be suspended with effect from 7.30 a.m. (London time) on 13 December 2016 (in each case except pursuant to the Scheme and pursuant to the cancellation of the Charlemagne Capital Depositary Interests as detailed below).

Pursuant to the terms of the Scheme and subject to the sanction of the Scheme by the Grand Court of the Cayman Islands, Charlemagne Capital announces that the Charlemagne Capital Depositary Interests will be cancelled and that the holders of Charlemagne Capital Depositary Interests will be entered onto the register of members of Charlemagne Capital with effect from 6.00 p.m. (London time) on 13 December 2016.

The court hearing to sanction the Scheme is scheduled for 10.00 a.m. (Cayman Islands time) on 13 December 2016. The Scheme is expected to become effective on 14 December 2016 following the filing of the court order sanctioning the Scheme with the Registrar of Companies in the Cayman Islands. A further announcement will be made when the Scheme has become effective.

The cancellation of admission to trading and listing of Charlemagne Capital Shares on AIM is expected to take place by no later than 7.00 a.m. (London time) on 15 December 2016.

Fiera Capital and Charlemagne Capital have agreed that payments to Charlemagne Capital Shareholders in respect of the Offer Price may be made by cheque, BACS or CREST, and in respect of the Special Dividend may be made by cheque or BACS.

The date for despatch of cheques and/or for the payment by Fiera Capital of the Offer Price, and the payment by Charlemagne Capital of the Special Dividend, through CREST (in the case of the Offer Price only) or BACS (in the case of both the Offer Price and the Special Dividend) is expected to be no later than 28 December 2016.

As described in the circular relating to the Scheme dated 9 November 2016 (the "Scheme Document"), the cash consideration payable to Charlemagne Capital Shareholders in respect of the Offer Price and the Special Dividend will be paid by way of two separate payments. Accordingly, payments of the Offer Price and the Special Dividend will be received by each Charlemagne Capital Shareholder separately and may be received on different dates.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:
Fiera Capital Jean-Guy Desjardins, Chairman and Chief Executive Officer Sylvain Brosseau, Global President and Chief Operating Officer	[phone]
Charlemagne Capital Jayne Sutcliffe, Chief Executive	[phone]
GMP Securities - Financial Adviser to Fiera Capital Eric Desrosiers	[phone]
Berkshire Capital - Lead Financial Adviser to Charlemagne Capital John Humphrey	[phone]
N+1 Singer - Financial Adviser, Nominated Adviser and Broker to Charlemagne Capital Gillian Martin Lauren Kettle	[phone]
Smithfield - PR Adviser to Charlemagne Capital John Kiely	[phone]

Further information

This announcement is for information purposes only and does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement does not comprise a prospectus or a prospectus equivalent document.

Disclosure requirements

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. 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. If you are in any doubt as to whether or not you should disclose "dealings", or have any questions regarding the completion of these forms you should consult N+1 Singer (tel: [phone]). Charlemagne Capital Shareholders are reminded that they are subject to the Disclosure Guidance and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in Charlemagne Capital Shares.

In 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") was requested to make an "Opening Position Disclosure" following the commencement of the Disclosure Period which began following the release of the Announcement on 30 September 2016.

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 such "Opening Position Disclosures" were requested to do so by no later than 3.30 p.m. (London time) on the 10th "business day" following the commencement of the Disclosure Period or, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any "securities exchange offeror" is first identified. Relevant persons who "deal" in the "relevant securities" of Charlemagne Capital or of a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" were requested instead to make a Dealing Disclosure.

Any person who is, or becomes, interested in one per cent. or more of any class of "relevant securities" of Charlemagne Capital or of any "securities exchange offeror" is requested to make a "Dealing Disclosure" if such person deals in any "relevant securities" of Charlemagne Capital or of any "securities exchange offeror". 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 each of (i) Charlemagne Capital and (ii) any "securities exchange offeror(s)", save to the extent that these details have previously been disclosed. A "Dealing Disclosure" should be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an "interest" in "relevant securities" of Charlemagne Capital or a "securities exchange offeror", they should be deemed to be a single person for these purposes.

You should contact N+1 Singer on [phone] if you are in any doubt as to whether you are required to make an "Opening Position Disclosure" or a "Dealing Disclosure".

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 the request to disclose a "dealing" by reference to the above applies to you, you should contact an independent financial adviser authorised by the Financial Conduct Authority under FSMA.

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 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 in relation to the Transaction and no one else and will not be responsible to anyone other than Charlemagne Capital for providing the protections offered to clients of Berkshire Capital nor for providing advice in relation to the Transaction 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 in relation to the Transaction and no one else and will not be responsible to anyone other than Charlemagne Capital for providing the protections offered to client of N+1 Singer nor for providing advice in relation to the Transaction or any matter referred to herein.

Publication on websites

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Charlemagne Capital website atwww.charlemagnecapital.comand on the Fiera Capital website atwww.fieracapital.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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