finnCap Group and Cenkos Securities agree on all-share merger to create a larger group
LONDON, UK: finnCap Group plc and Cenkos Securities plc have reached agreement on the terms and conditions of a recommended all-share merger to create a market-leading full-service advisory firm for growth and investment companies.
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.
Under the terms of the merger, Cenkos Shareholders and finnCap Shareholders will each hold approximately 50% of the entire issued ordinary share capital of finnCap.
Lisa Gordon, Chair of Cenkos and intended Chair of the Combined Group Board, said: “This proactive and mutually-beneficial merger creates a champion for growth and investment companies, both UK-quoted and private entrepreneurial businesses, that are the backbone of our economy. The two firms’ cultures are very similar, and our client lists and capabilities are complementary. This is good for our clients, our employees, our investors and the UK capital markets as a whole.”
Julian Morse, CEO of Cenkos and intended co-CEO of the Combined Group, said: “This merger is a true meeting of minds: the combination of two firms with a shared client-centric culture, which presents the opportunity to create a premium full-service advisory house supporting growth and investment companies and grow our combined business and its revenues.”
John Farrugia, co-CEO of finnCap and intended co-CEO of the Combined Group, said: “In Cenkos we have found a partner who shares the same vision, desire and drive to create one of the leading financial services advisory firms focused on the mid-market. With our collective strength in capital markets, M&A, debt advisory and private growth, we believe that we are able to provide an unrivalled level of service to all our current and prospective clients.”
Under the terms, each Cenkos Securities shareholder will be entitled to receive 3.19 new finnCap Group shares for each Cenkos share. Based on this exchange ratio and the Closing Price of 11.625 pence per finnCap Share on 22 March 2023, the merger values each Cenkos share at 37.13 pence, comprising an equity value of Cenkos’ entire issued ordinary share capital of approximately £21.1 million and finnCap’s entire issued ordinary share capital of approximately £21.1 million.
Each Cenkos Securities shareholder will be entitled to receive and retain the 0.5 pence cash dividend for each Cenkos Share held on the 2022 Dividend Record Date (the “2022 Dividend”) which was announced on 10 March 2023 and is to be paid in respect of the financial year ended 31 December 2022 to Cenkos Shareholders without any reduction in their entitlements under the Exchange Ratio pursuant to the Scheme. The 2022 Dividend is due to be paid on 22 June 2023 to those Cenkos Shareholders who are on Cenkos’ register of members at close of business on 26 May (the “2022 Dividend Record Date”).
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