TIDMGLAN
RNS Number : 5701Q
Glantus Holdings PLC
19 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
19 October 2023
RECOMMENDED CASH ACQUISITION
OF
GLANTUS HOLDINGS PLC
BY
GENESIS BIDCO LIMITED
(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY
BASWARE OY)
Delisting and Cancellation of Admission to Trading of Glantus
Holdings plc Shares
Further to the announcement made by Glantus Holdings plc
("Glantus") on 18 October 2023 that the Scheme had become Effective
in accordance with its terms, Glantus now confirms that, following
an application by Glantus to the London Stock Exchange, the
admission of the Glantus Shares to trading on AIM has been
cancelled with effect from 7.00 a.m. today, 19 October 2023.
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular in relation to the
Scheme published on 21 August 2023.
All references in this announcement to times are to London time
unless otherwise stated.
Enquiries
Glantus Holdings
Maurice Healy, CEO + 353 862677800
Shore Capital (Financial Adviser, Nominated
Adviser and Broker to Glantus) + 44 207 408 4090
Patrick Castle
Tom Knibbs
Lucy Bowden
Yellow Jersey PR (Public Relations Advisor
to Glantus) +44 7747 788 221
Charles Goodwin
Annabelle Wills
Basware + 358 09 879171
Jason Kurtz, CEO
Martti Nurminen, CFO
Rothschild & Co (Financial Advisor to Basware
and Bidco) +44 20 7280 5000
Anton Black
Mitul Manji
Tom Guinness
Statements required by the Irish Takeover Rules
The Glantus Directors accept responsibility for the information
contained in this Announcement. To the best of the knowledge and
belief of the Glantus Directors (who, in each case, have taken all
reasonable care to ensure such is the case), the information
contained in this Announcement for which they accept responsibility
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Shore Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Glantus and no one
else in connection with the Acquisition and other matters referred
to in this Announcement and will not be responsible to anyone other
than Glantus for providing the protections afforded to clients of
Shore Capital, or for providing advice in connection with the
Acquisition, the content of this Announcement or any matter or
arrangement referred to herein. Neither Shore Capital nor any of
its subsidiaries or affiliates, directors, officers, employees or
agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Shore Capital in connection with this Announcement,
the Acquisition, any statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for Bidco and Basware as financial adviser
and no one else in connection with the Acquisition and other
matters set out in this Announcement and will not be responsible to
anyone other than Bidco and Basware for providing the protections
afforded to clients of Rothschild & Co, or for providing advice
in connection with the Acquisition, the content of this
Announcement or any matter or arrangement referred to herein.
Neither Rothschild & Co nor any of its affiliates or partners,
directors, officers, employees or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, 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, the Acquisition, any
statement contained herein or otherwise.
Arthur Cox LLP is acting as legal adviser to Bidco and Basware
and DAC Beachcroft LLP is acting as legal adviser to Glantus.
Publication on website
Pursuant to Rule 26.1 of the Irish Takeover Rules, this
Announcement will be made available on Basware's website
(https://www.basware.com/) and on Glantus' website
(https://www.glantus.com/) by no later than 12:00 noon (GMT+1) on
the 'business day' following this Announcement.
Neither the content of any such website nor the content of any
other website accessible from hyperlinks on such website is
incorporated into, or forms part of, this Announcement.
General
The laws of certain jurisdictions may affect the availability of
the Acquisition to persons who are not resident in Ireland or the
United Kingdom. Persons who are not resident in Ireland or the
United Kingdom, or who are subject to laws of any jurisdiction
other than Ireland or the United Kingdom, should inform themselves
about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying
with the Laws of Ireland and the Irish Takeover Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the Laws of jurisdictions outside of Ireland. Unless otherwise
determined by Basware and Bidco or required by the Irish Takeover
Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in,
into or from any Restricted Jurisdiction and no person may vote in
favour of the Acquisition by any use, means, instrumentality or
facilities from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the Laws
of that jurisdiction.
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other documents relating to the Acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Bidco, Basware and Glantus disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Overseas Shareholders
The distribution, release or publication of this announcement in
or into certain jurisdictions other than Ireland or the United
Kingdom may be restricted by the laws of those jurisdictions and
therefore any persons who are subject to the laws of any
jurisdiction other than Ireland or the United Kingdom should inform
themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a
violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form
part of, any offer to sell or issue or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
Irish law and the Irish Takeover Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the Laws and regulations of any jurisdiction outside of
Ireland.
The attention of Glantus Shareholders who are resident in, or
citizens of, or who have a contractual or legal obligation to
forward this announcement to persons in, Restricted Jurisdictions
is drawn to paragraph 13 in Part III (Explanatory Statement (In
Compliance with Section 452 of the Act)) of the Scheme Document
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END
MSCMPBITMTMBBPJ
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October 19, 2023 02:00 ET (06:00 GMT)
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