Funds managed by Flexpoint Ford, LLC agreed to acquire AFH Financial Group Plc (AIM:AFHP) from Slater Investments Limited, Lombard Odier Asset Management (Europe) Limited, BMO Asset Management (Holdings) plc and others for approximately £210 million on January 25, 2021. The Acquisition is to be implemented by way of a Court-approved scheme of arrangement. Under the terms, Flexpoint will acquire all 43 million shares of AFH for £4.63 per share. As of March 2, 2021, Flexpoint has increased the offer per share to £4.8 per share which values the entire share capital at approximately £231.6 million. Flexpoint have a total irrevocable undertaking from a total of 14.1 million AFH shares representing, in aggregate, approximately 33% of the issued ordinary share capital to vote in favor of the scheme. As of March 2, 2021, Flexpoint have a total irrevocable undertaking from a total of 25.9 million AFH shares representing, in aggregate, approximately 60.2% of the issued ordinary share capital to vote in favour of the scheme. The cash consideration payable by Flexpoint in respect of the acquisition will be funded by a combination of equity financing drawn down from the Flexpoint Funds pursuant to an Equity Commitment Letter entered into by the Flexpoint Funds and debt financing drawn down under an interim facilities agreement arranged by Ares Management Limited.

Flexpoint intends to keep the management and employees in place. John Wheatley (Non-Executive Chairman), Sue Lewis (Non-Executive Director) and Mark Chambers (Non-Executive Director) of AFH has confirmed that they intend to resign, following a contractual notice period, from the board of AFH conditional upon, and with effect from, the Scheme becoming Effective. Flexpoint has no current plans to change the locations where people presently work for AFH. It also intends to maintain AFH's existing corporate headquarters in Bromsgrove. AFH intends that, prior to the Scheme becoming Effective, an application will be made to the London Stock Exchange for the AFH Shares to cease to be admitted to trading on AIM with effect from shortly after the Effective Date. As soon as possible after the Scheme becoming Effective, it is intended that AFH will be re-registered as a private company limited by shares under the relevant provisions of the Companies Act.

The transaction is conditional upon Scheme being passed by a majority in number of the Voting Scheme Shareholders present and voting representing 75% of total, general third party clearances and the FCA having notified Flexpoint and/or AFH of its approval of the change of control of any UK authorized persons within the AFH Group as a result of the acquisition. As of January 21, 2021, the Board of AFH approved the transaction unanimously. As of February 22, 2021, scheme will require approval from the shareholders of AFH Financial in court meeting to be held on March 1, 2021. The Independent Directors intend to unanimously recommend that AFH Shareholders vote in favour of the scheme. As of March 10, 2021, the independent directors, based on the advise from Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited), consider the terms of the Increased Offer and the Acquisition to be fair and reasonable. As of March 1, 2021, AFH announced the adjournment of the Court Meeting and the General Meeting, AFH will notify AFH Shareholders of the revised dates on which the Court Meeting and the General Meeting will be held. As of March 10, 2021, Court Meeting and the General Meeting of AFH will be held on March 26, 2021. Regulatory approval is expected to receive in second quarter of 2021, a Scheme Court Hearing to sanction the Scheme will take place at a date expected to be not less than 10 Business Days after the satisfaction of the Regulatory Condition. As on March 26, 2021, AFH Shareholders approved the transaction. As on May 18, 2021, Financial Conduct Authority approved the transaction. Court Hearing has been scheduled to be heard on June 15, 2021. The scheme has a long stop date of June 30, 2021. As of May 21, 2021, the transaction will be effective from June 17, 2021. As on June 15, 2021, the Court has sanctioned the scheme of arrangement.

Dominic Emery, Edward Griffin and Junya Iwamoto of Raymond James Financial International Limited acted as financial advisors and David Holdsworth, Tom Bartram, Neel V. Sachdev, Sam Sherwood, Prem Mohan and Timothy Lowe of Kirkland & Ellis International LLP acted as legal advisors to Flexpoint. Alistair McKay, Alex Price, Dennis Towers and Tiber Karadag of Keefe, Bruyette & Woods (acting through Stifel Nicolaus Europe Limited) acted as financial advisors and Eversheds Sutherland (International) LLP acted as legal advisor to AFH. Hugh Morgan, Daniel Bush and Henry Wilcocks of Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited acted as financial advisors to AFH.

Funds managed by Flexpoint Ford, LLC completed the acquisition of AFH Financial Group Plc (AIM:AFHP) from Slater Investments Limited, Lombard Odier Asset Management (Europe) Limited, BMO Asset Management (Holdings) plc and others on June 17, 2021. An application has been made to the London Stock Exchange for the cancellation of the admission of the ordinary shares to trading on AIM, with such cancellation expected to take effect on June 18, 2021.