Announcement

17th February 2020

We have today announced a major development in the future of Share plc and The Share Centre, and for the future of investing for personal investors, bringing together the businesses of interactive investor (ii) and Share.
The announcement made to the stock market today can be found in full here.

The agreement reached between Share and ii, which is being unanimously recommended to shareholders by Share plc’s Directors, is subject to both Shareholder and Regulatory approval. This is expected to take up to six months and so in the near term nothing will change. We will keep you updated with progress as we make our way through those processes and then beyond as to how the two businesses will integrate.

ii shares our values and vision and is committed to simple flat fee charging structures, to advancing financial education, to investing in new technologies and to making the investment process for individuals as simple and cost effective as possible.

ii and Share have common beliefs and values and we strongly believe in both business’ complementary strengths and in the strategic rationale for the Offer, which would benefit shareholders and customers of both ii and Share.

We believe that a combination of the two businesses would create a group of sufficient scale and capability to grow and thrive and to best serve our customers in an increasingly technology-driven and competitive environment.

ii has an established track record of integrating complementary firms on-time with minimal customer impact and investing significantly in the resulting enlarged enterprise.

ii has a similar focus on the customer and has earned a 4.5 star rating on Trustpilot as well as winning many awards, most recently ‘Best International Share Dealing Service’ and ‘Best Execution Only Broker’ at the 2019 Shares Awards.

The Board of Share plc believes the proposed combination offers customers and shareholders the best possible value and an opportunity to be part of an enlarged organisation with the scale and resources to continue to materially invest in the customer proposition, customer service, low flat fees and technology to enable it to compete and succeed in transforming the personal investor landscape.

Over the next six months or so nothing will change and Share will continue to seek to provide the best possible customer service for which we have become renowned. The intention as set out in the announcement is that Share will become the senior brand of the combined organisation unless there are compelling marketing reasons why this should not be the case. ‘Share’ embodies in the double entendre of the name a generosity of spirit and the values which underpin the business of empowering our customers to make their own decisions, sharing knowledge and expertise and driving for a more egalitarian form of capitalism about which Gavin Oldham OBE, our Chairman, has spoken regularly, including at our AGM in 2019.

Gavin Oldham OBE, Executive Chairman of Share, recommends this offer to our customers and shareholders alike. Commenting on the offer he said:

"I am delighted to welcome this combination of our businesses, designed to transform the prospects for individual share ownership and personal investment across the United Kingdom. Our prospective new colleagues in ii we have discovered just such a meeting of minds, and a shared purpose for the future."

Richard Wilson, CEO of interactive investor, says:

“We are delighted with this transaction. The firms’ shared values and combined strengths reinforce ii’s position as a leader in the retail investment services marketplace. Combining our individual strengths brings further scale and the opportunity to deliver enhanced value, service and customer experience to an enlarged customer base.”

Similarly, I look forward to the next stage of Share’s journey and to joining with interactive investor to be a part of a major force in the UK to transform the personal investor landscape and make investing simpler, easier and more cost effective for all investors regardless of their wealth or experience.

Shareholders can find out further information by following this link.

For future updates and further information interactive investor has created an information website.

RichardStone.jpg

Richard Stone, CEO of The Share Centre

Stephens Europe Limited is acting as financial adviser and Dechert LLP is acting as legal adviser to Share PLC

What is the rationale for the combination of the two businesses and what benefits will be realised?

  • The businesses are highly complementary and we believe ii will be a good home for Share customers who are able to keep a flat fee pricing model and benefit from ii’s enhanced scale and services.
  • While we are at the early stages of the transaction we are confident the deal will:
  • Bring together two companies which have a common focus on the customer and share beliefs and values.
  • Increase scale that is important to investment platforms to maintain profitability and invest in talent, products and services, technology and customer service.
  • Help to empower and enable investors and potential investors to take part in wide-spread share ownership.

Why did you choose to sell Share?

  • At the Company’s AGM in 2019, the Company expressed a desire to grow significantly over the coming years, not only profitability but also in scale.
  • The combination of both businesses will achieve this, while also bringing significant benefits to customers.
  • In ii, we believe we have found a partner which will enable the advance of our strategy, brand and values with an organisation which shares many of our beliefs and principles.

Why is ii the right company to undertake such a deal?

  • ii has an established track record of integrating complementary firms on-time with minimal customer impact and investing significantly in the resulting enlarged enterprise.
  • ii therefore has the capacity and experience to integrate further acquisitions in order to improve the offering to both Share and ii customers.
  • ii and Share have the same common beliefs and values, namely the fair flat fee pricing model and putting our customers first.
  • ii has a similar focus on the customer and has earned a 4.5 star rating on Trustpilot as well as winning many awards, most recently ‘Best International Share Dealing Service’ and ‘Best Execution Only Broker’ at the 2019 Shares Awards.

What will happen to my account with Share?

  • While the integration is going through shareholder and FCA approval, there will be no changes to how you operate your account and communicate with us. For example, you will be able to trade and deal in your investments as normal, pay in directly or via direct debit and contact our customer service teams as usual.
  • At this point it is too early to say how this will change once the integration is complete, but as soon as we know more, we will ensure this is passed onto our customers as quickly as possible.

How does your fee level compare to Share and what changes can customers expect?

  • Both companies have complementary flat fee models.
  • In the short-term customers will not experience any changes to their service as each business will operate in their own right.
  • ii’s experience of integrating previous businesses with minimal impact means we will look to ensure the joining of the businesses is as seamless as possible and we will ensure we keep our customers updated at every stage of the process.
  • Customers can expect to benefit from the high levels of customer service and product offering as offered by both brands once the integration is complete.

How long will it take to integrate Share?

  • It’s too early to say at this stage, however we will keep you updated with progress.
  • However, ii has a good track record of integrating complementary firms on time with minimal customer impact and investing significantly in the resulting enlarged enterprise.
  • Recent research by Investment Trends observed that the ii/TDDI integration prompted no disruption or integration related attrition.

Is this a good deal for shareholders?

  • We believe this is an attractive offer for shareholders.
  • Accordingly, the Share Directors intend to recommend unanimously that Share shareholders vote in favour of the Scheme.

How do I vote for the Scheme?

Log in and go to the ‘My account’ tab in the top right corner. Select 'company meetings & voting' from the drop-down menu, click on ‘Details’ to the right of the meeting you’re interested in, and then follow the instructions. Please make sure you click on the ‘confirm’ button after you’ve recorded your vote. The deadline for voting is close of business on 2nd April. If you can’t find the meeting details you’re interested in or if you’re unable to vote, please get in touch with us.

Can I attend the Court Meeting?

Yes. Once you have cast your vote via Share.com, please email shareholder.rights@share.co.uk to request a proxy certificate. The last day to request a proxy certificate is 2nd April 2020.

Following the government’s advice on social distancing, we strongly recommend that you give voting instructions online ahead of the meetings and consider whether you should attend the meeting in person. We’re hoping that the meeting will be livestreamed for those that can’t attend.

How do I vote for the Special Resolution?

Log in and go to the ‘My account’ tab in the top right corner. Select 'company meetings & voting' from the drop-down menu, click on ‘Details’ to the right of the meeting you’re interested in, and then follow the instructions. Please make sure you click on the ‘confirm’ button after you’ve recorded your vote. The deadline for voting will be shown (usually four working days before the meeting). If you can’t find the meeting details you’re interested in or if you’re unable to vote, please get in touch with us.

Can I attend the General Meeting?

Yes. Log in and go to the ‘My account’ tab in the top right corner. Select 'company meetings & voting' from the drop-down menu, click on ‘Details’ to the right of the meeting you are interested in, and then follow the instructions. Please note that the last date to request attendance is four working days before the meeting. You’ll need to take your proxy certificate with you to gain entry to the meeting. We’ll send this certificate out to you once you have requested attendance (as long as you have requested attendance no later than 4 days before the meeting is due to take place). If you can’t find the meeting details, please get in touch with us.

Following the government’s advice on social distancing, we strongly recommend that you give voting instructions online ahead of the meetings and consider whether you should attend the meeting in person. We’re hoping that the meeting will be livestreamed for those that can’t attend.

Will I be charged a monthly admin fee for holding the unlisted ii shares?

The monthly Share Account admin fee of £2.00 will be applicable.

What will happen to the Share Plc shares I hold within my ISA?

The new ii shares will be unlisted securities and consequently cannot be held in an ISA. Therefore, if you hold more than 1196 Share Plc shares in an ISA on the effective date, our Technical Specialists will contact you to arrange the transfer of the new ii shares to an associated Share Account. If you do not already have an associated Share Account, one will be created for you incurring a £2.00 monthly admin fee. There is no expectation that ii shares will be listed or admitted to trading on any stock exchange or market for the trading of securities for at least the next 12 months.

Will I be charged commission to sell my Share Plc shares before the offer completes

No, not if your shares are held within an account at The Share Centre.

What is the last date I can trade in Share Plc?

This is not yet known and will depend upon regulatory approval for the transaction and court sanction of the deal. It is anticipated to be sometime in the third quarter of 2020, although it could conceivably be sooner.