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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

18 March 2022

ASSETCO PLC

("AssetCo" or the "Company")

Publication of Admission Document and Notice of General Meeting in connection with the recommended all-share acquisition of River and Mercantile Group PLC

The Board of AssetCo is pleased to announce that it has today published its Admission Document which includes the Notice of General Meeting. The Admission Document is available on the Company's website at www.assetco.com and will be posted to AssetCo Shareholders later today.

As announced on 25 January 2022, the Admission Document is required as the recommended all-share acquisition of River and Mercantile Group PLC ("RMG") by the Company constitutes a reverse takeover for the purposes of the AIM Rules.

The Board of AssetCo will seek the approval of AssetCo Shareholders for the Acquisition at the General Meeting to be held on 13 April 2022 at 11.15am. The Acquisition is also conditional on the approval of AssetCo Shareholders to the granting of authorities necessary for the AssetCo Directors to allot the New Ordinary Shares being issued as consideration under the terms of the Acquisition. Such authorities will be put to the AssetCo Shareholders at the General Meeting.

The Acquisition is to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act and the Scheme Document was published by RMG on 8 March 2022. As detailed in the Scheme Document there are number of Conditions which need to be met in order for the Scheme to become effective, including: approval by the FCA of the change of control under FSMA, RMG having completed the Return of Capital and Admission.

The current expected timetable of principal events is set out in the Admission Document and below.

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Admission Document.

Enquiries

Summary of the Acquisition

On 25 January 2022 the Board of AssetCo and the Independent RMG Directors announced that they had reached agreement on the terms and conditions of a recommended all-share acquisition by AssetCo of the entire issued and to be issued ordinary share capital of RMG other than the RMG Shares already beneficially owned by AssetCo. The Acquisition is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act.

The Acquisition constitutes a reverse takeover for AssetCo for the purposes of the AIM Rules and as such is conditional inter alia on approval by AssetCo Shareholders of the Acquisition at the General Meeting and AssetCo Shareholders voting in favour of the resolution giving the Directors necessary authorisation to allot the New Ordinary Shares to be issued as consideration under the terms of the Acquisition.

The purpose of the Admission Document is to explain the background to and the reasons for the Acquisition, to explain why the Board considers the Acquisition to be in the best interests of the Company and the AssetCo Shareholders as a whole and why the Directors unanimously recommend that AssetCo Shareholders vote in favour of the AssetCo Resolutions to be proposed at the General Meeting.

The Scheme Document, containing details of the Acquisition and the Scheme, was posted to RMG Scheme Shareholders on 8 March 2022 and includes notices of the RMG Meetings. The Scheme Document explains why the Independent RMG Directors consider the terms of the Acquisition to be fair and reasonable. The Independent RMG Directors who hold, or are otherwise beneficially interested in, RMG Shares and RMG's former CEO, James Barham have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the RMG Resolution at the RMG General Meeting in respect of their own beneficial holdings of, in aggregate, 1,857,208 RMG Shares representing approximately 2.17 per cent. of RMG's issued share capital on 4 March 2022. 

General Meeting

Notice of the General Meeting is set out in the Admission Document. The General Meeting is to be held at 11.15 a.m. on 13 April 2022 (or as soon thereafter as the Annual General Meeting convened for 11.00 a.m. on the same date shall have concluded or been adjourned).

At the General Meeting, the following Resolutions will be proposed:

·      Resolution 1: to approve the Acquisition; and

·      Resolution 2: to authorise the Directors to allot and issue Ordinary Shares and to exercise any power of the Company to allot Ordinary Shares in the capital of the Company or grant rights to subscribe for or to convert any security into Ordinary Shares up to an aggregate nominal amount of £624,448.80.      

Irrevocable Undertakings

The Directors have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting in respect of their own (or their close relatives' related trusts' and connected persons') beneficial holdings of 1,336,378 Ordinary Shares representing, in aggregate, approximately 15.86 per cent. of the Company's issued share capital on 17 March 2022.

In addition to the irrevocable undertakings referred to above, the Company has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the General Meeting from Shareholders in respect of a total of 2,969,868 Ordinary Shares representing, in aggregate, approximately 35.25 per cent. of the Company's issued share capital on 17 March 2022.

The Company therefore has received irrevocable undertakings to vote in favour of the Resolutions to be proposed at the General Meeting in respect of a total of 4,306,246 Ordinary Shares representing, in aggregate, approximately 51.11 per cent. of the Company's issued share capital on 17 March 2022.  

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on AIM on a date expected to be during the second quarter of 2022 subject to the satisfaction (or, if applicable waiver) of the Conditions.