TIDMGHE TIDMTTM
RNS Number : 6788W
Gresham House PLC
13 December 2023
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 OR
REGULATIONS OF SUCH JURISDICTION
13 December 2023
Recommended Final* Cash Offer for Gresham House plc ("Gresham
House")
by
Seed Bidco Limited ("Bidco")
Court Sanction of Scheme of Arrangement
On 17 July 2023, the boards of directors of Gresham House and
Bidco, a newly incorporated entity formed by funds advised by
Searchlight Capital Partners, L.P. and its affiliates
("Searchlight") for the purposes of making an offer for Gresham
House, made an announcement pursuant to Rule 2.7 of the Takeover
Code (the "Rule 2.7 Announcement") that they had reached agreement
on the terms and conditions of a recommended final* cash offer for
the entire issued and to be issued ordinary share capital of
Gresham House by Bidco (the "Acquisition"), to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
On 30 August 2023, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and General Meeting.
Gresham House and Bidco are pleased to announce that, at the
Court Hearing held earlier today, the High Court made an order
sanctioning the Scheme. The Scheme will become Effective upon the
Scheme Court Order (duly sealed by the Court) being delivered to
the Registrar of Companies, which is expected to take place on 19
December 2023. The Scheme is therefore expected to become Effective
on 19 December 2023. There has been no material change to the
expected timetable of principal events set out in Gresham House's
announcement of 23 November 2023 in relation to the satisfaction of
key conditions and the Scheme timetable.
An application has been made for the suspension of trading in
Gresham House Shares on AIM. Dealings in Gresham House Shares will
be suspended with effect from 7.30 a.m. on 19 December 2023.
Accordingly, 18 December 2023 will be the last day of dealings in,
and for the registration of transfers of, Gresham House Shares. The
admission to trading of Gresham House Shares on AIM will be
cancelled with effect from 7.00 a.m. on 20 December 2023.
Following completion of the Acquisition, Gresham House will
become a portfolio company alongside other investments of the funds
advised by Searchlight. Gresham House will operate as a
majority-owned portfolio company of the Searchlight Funds in the
same manner as all other investments within its portfolio.
Bidco highly values the current structure, strategy and
management of Gresham House and recognises that the management team
and employees will be key to Gresham House's success going forward.
In particular, Bidco values the Gresham House management team's
operational expertise and experience. Bidco is therefore committed
to supporting the existing Gresham House management team in
continuing to execute its current strategy. Following completion of
the Acquisition, Bidco also intends to support Gresham House by
leveraging its industry experience to accelerate Gresham House's
strategy, including by providing capital and support to identify
and execute successful acquisitions in the UK and
internationally.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meaning as set out in the Scheme
Document.
All references to times are to times in London, unless otherwise
stated.
(*) The financial terms of the Acquisition are final and will
not be increased, except that Bidco reserves the right to increase
the Acquisition Price where: (i) there is an announcement of a
possible offer or a firm intention to make an offer for Gresham
House by any third party; or (ii) the Panel otherwise provides its
consent.
Enquiries:
Gresham House
Anthony Dalwood, Chief Executive Officer +44 (0)20 3837
Kevin Acton, Chief Financial Officer 6270
Evercore (Joint Lead Financial Adviser and
Rule 3 Adviser to Gresham House)
Ed Banks
Tariq Ennaji +44 (0)20 7653
Jamie Prescott 6000
Blackdown Partners (Joint Lead Financial Adviser
to Gresham House)
Peter Tracey +44 (0)20 3807
Tom Fyson 8484
Canaccord (Nominated Adviser and Joint Broker
to Gresham House)
Bobbie Hilliam +44 (0)20 7523
Harry Pardoe 8000
Jefferies (Financial Adviser and Joint Broker
to Gresham House)
Paul Nicholls
James Umbers
Samie Zare +44 (0)20 7029
Jordan Cameron 8000
Houston (PR Adviser to Gresham House)
Kay Larsen
Alex Clelland +44 (0)20 4529
Kelsey Traynor 0549
Searchlight
James Redmayne
Giles Marshall +44 (0)20 7290
Jonathan Laloum 7910
Dean Street Advisers (Financial Adviser to
Searchlight and Bidco)
Mervyn Metcalf +44 (0)20 3818
Graeme Atkinson 8520
Rothschild & Co (Financial Adviser to Searchlight
and Bidco)
Ravi Gupta
Christopher Kaladeen
Peter Brierley +44 (0)20 7280
David Morrison 5000
Prosek Partners (PR Adviser to Searchlight
and Bidco) +44 (0)20 3890
Evangeline Barata 9193
Important notices
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively as financial adviser to
Gresham House and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Gresham House for providing the protections
afforded to clients of Evercore nor for providing advice in
connection with the matters referred to herein. Neither Evercore
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Evercore in connection with
this announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Evercore by the Financial Services and
Markets Act 2000 and successor legislation, or the regulatory
regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Gresham House or the matters
described in this announcement. To the fullest extent permitted by
applicable law, Evercore and its affiliates accordingly disclaim
all and any responsibility or liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement
contained herein.
Blackdown Partners Limited ("Blackdown Partners"), which is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively as financial adviser to Gresham House and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than Gresham House for
providing the protections afforded to clients of Blackdown Partners
nor for providing advice in connection with the matters referred to
herein. Neither Blackdown Partners nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Blackdown Partners in connection with this
announcement, any statement contained herein, any offer or
otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Blackdown Partners by the Financial
Services and Markets Act 2000, or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction
where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Blackdown Partners
nor any of its affiliates accepts any responsibility or liability
whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to
be made on its behalf, in relation to the contents of this
announcement, including its accuracy, completeness or verification
of any other statement made or purported to be made by it, or on
its behalf, in connection with Gresham House or the matters
described in this announcement. To the fullest extent permitted by
applicable law, Blackdown Partners and its affiliates accordingly
disclaim all and any responsibility or liability whether arising in
tort, contract or otherwise (save as referred to above) which they
might otherwise have in respect of this announcement or any
statement contained herein.
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Gresham House as nominated adviser and
joint broker in connection with the matters set out in this
announcement and for no one else and will not be responsible to
anyone other than Gresham House for providing the protections
afforded to its clients nor for providing advice in relation to the
matters set out in this announcement. Neither Canaccord nor any of
its subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord in connection with this
announcement, any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Gresham House as joint
broker in connection with the matters set out in this announcement
and for no one else and will not be responsible to anyone other
than Gresham House for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out
in this announcement. Neither Jefferies nor any of its
subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
announcement, any statement contained herein or otherwise.
Dean Street Advisers Limited ("Dean Street Advisers"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Searchlight and Bidco
in connection with the matters set out in this announcement and for
no one else and will not be responsible to anyone other than
Searchlight and Bidco for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out
in this announcement. Neither Dean Street Advisers nor any of its
subsidiaries, branches or affiliates and their respective
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Dean Street Advisers in connection
with this announcement, any statement contained herein or
otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Searchlight
and Bidco in connection with the matters set out in this
announcement and for no one else and will not be responsible to
anyone other than Searchlight and Bidco for providing the
protections afforded to its clients nor for providing advice in
relation to the matters set out in this announcement. Neither
Rothschild & Co nor any of its subsidiaries, branches or
affiliates and their respective directors, officers, employees or
agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with this announcement, any
statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not constitute, or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Gresham House in any jurisdiction in
contravention of applicable law. The Acquisition will be made and
implemented solely through the Scheme Document and the accompanying
Forms of Proxy (or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document and
Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to
vote, or procure the vote, in respect of the Acquisition. Any vote
or decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in
the Scheme Document (or, in the event that the Acquisition is to be
implemented by way of a Takeover Offer, the Offer Document).
Gresham House encourages Gresham House Shareholders to read the
Scheme Document carefully as it contains important information
relating to the Acquisition and the Scheme.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and publication of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders are contained in the Scheme Document. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Acquisition relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. Neither the US proxy solicitation
rules nor the tender offer rules under the US Exchange Act apply to
the Acquisition. Accordingly, the Acquisition is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Bidco were to elect to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco,
certain affiliated companies and the nominees or brokers (acting as
agents) of Bidco may make certain purchases of, or arrangements to
purchase, shares in Gresham House outside such Takeover Offer
during the period in which such Takeover Offer would remain open
for acceptance. If such purchases or arrangements to purchase were
to be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
Gresham House's financial statements, and all financial
information that is included in this announcement, or that is
included in the Scheme Document, have been prepared in accordance
with accounting standards applicable in the United Kingdom and may
not be comparable to financial statements of companies in the
United States or other companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
Unless otherwise determined by Bidco or required by the Code and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote, or procure the vote, in
favour of the Scheme and the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Gresham House
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA and the
AIM Rules.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must 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) the offeree company and (ii) any securities exchange offerors,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must 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 an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Dealing Disclosures must be made can be found
in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make a Dealing
Disclosure.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Rothschild &
Co, Dean Street Advisers, Evercore, Blackdown Partners, Canaccord
and Jefferies and their respective affiliates may continue to act
as exempt principal traders in Gresham House securities on AIM.
These purchases and activities by exempt principal traders which
are required to be made public in the United Kingdom pursuant to
the Code will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Publication on website and hard copies
This announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Gresham House's website at
www.greshamhouse.com/ghe-plc-offer and on Bidco's website at
www.seed-offer.com by no later than 12.00 p.m. on the 14 December
2023.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
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END
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