TIDMIDEA TIDMIDEA
RNS Number : 6072R
Ideagen PLC
07 July 2022
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 OR VIOLATION OF THE RELEVANT LAWS
OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
7 July 2022
RECOMMED CASH ACQUISITION
OF
ideagen plc ("ideagen")
BY
Rainforest bidco limited ("BIDco")
a wholly-owned subsidiary of funds managed by
HG POOLED MANAGEMENT LIMITED ("Hg")
Scheme becomes Effective
On 9 May 2022, the boards of Bidco and Ideagen announced they
had reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share
capital of Ideagen by Bidco (the "Acquisition"). The Acquisition
was to be effected by means of a scheme of arrangement under Part
26 of the Company Act 2006 (the "Scheme") which was contained in a
document sent to ordinary shareholders of Ideagen on 28 May 2022
(the "Scheme Document").
On 23 June 2022, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the special resolution to
implement the Scheme was passed by Ideagen shareholders at the
General Meeting.
The boards of Ideagen and Bidco are pleased to announce that,
further to the announcement on 5 July 2022 that the Court had
approved the Scheme, the Court Order has been delivered to the
Registrar of Companies today and accordingly the Scheme has become
effective in accordance with its terms.
Ben Dorks, Ideagen CEO, said: "We are on an exciting journey of
growth and progression, one that continues to deliver solutions to
help improve operational efficiency, maintain compliance, manage
risk and keep people safe. This new relationship with Hg will give
us the ability to accelerate even faster, serve our customers
better and scale our business further across the globe."
Christopher Fielding, Joris Van Gool and Jean-Baptiste Brian,
Partners at Hg, said: "We are delighted that our acquisition of
Ideagen has now completed. We are excited about what the future has
in store for our partnership with the company. Ben and the team
will now have greater flexibility to execute and accelerate longer
term growth plans, including investments in product, technology,
talent and large scale, accretive acquisitions. Together we are in
a great position and remain committed to ensuring that Ideagen
maintains and grows as a leader in the sector."
Upon the Scheme becoming effective, the resignations of the
Ideagen Non-Executive Directors, Julian Clough, Alan Carroll and
Tony Rodriguez, also took effect. Richard Longdon will remain on
the Ideagen Board. Chris Bayne intends to join the Board. Chris
currently serves as CEO on the management team of Access Group, one
of the largest UK headquartered software businesses, bringing a
host of relevant experience within the software sector.
Ben added: "I'm looking forward to working with Chris and know
he will bring valuable sector knowledge to the table. I'm also
delighted to be able to continue to work with Richard Longdon, who
has agreed to remain on the Board - and thank those Non-Executive
Directors who are subsequently stepping down, including Julian
Clough, Alan Carroll and Tony Rodriguez. Your support and guidance
has been invaluable, helping to get us to this point in our growth
journey and I know I personally have benefitted from your challenge
and counsel. It has been a pleasure to work alongside you."
As previously advised, trading in Ideagen Shares on AIM is
expected to be suspended with effect from 7.30 a.m. today and the
cancellation of trading of Ideagen Shares on AIM is expected to
take place at 7.00 a.m. on 8 July 2022.
A Scheme Shareholder on the register of members of Ideagen at
6.00 p.m. on 6 July 2022 will be entitled to receive 350 pence in
cash for each Scheme Share held. Settlement of the consideration to
which any Scheme Shareholder is entitled will be effected by way of
the despatch of cheques or the crediting of CREST accounts (for
Ideagen Shareholders holding Scheme Shares in certificated form and
in uncertificated form respectively) as soon as practicable. The
latest date of despatch of cheques and settlement of the
consideration in relation to the Acquisition is 21 July 2022.
Full details of the Acquisition are set out in the scheme
document published on 28 May 2022. Capitalised terms used but not
defined in this Announcement have the meanings given to them in the
Scheme Document.
Ideagen is no longer in an "offer period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to Ideagen Shareholders no longer apply.
Enquiries:
Ideagen
Ben Dorks, Chief Executive Officer +44 (0) 1629 699 100
Emma Hayes, Chief Financial Officer
Goldman Sachs International (Lead Financial Adviser to
Ideagen)
Chris Emmerson +44 (0) 20 7774 1000
Khamran Ali
Tanguy Croguennoc
Canaccord Genuity Limited (Rule 3 Adviser and Nominated
Adviser to Ideagen)
Simon Bridges +44 (0) 20 7523 8000
Georgina McCooke
Ankush Khazanchi
FTI Consulting (PR adviser to Ideagen)
Jamie Ricketts +44 (0) 20 3727 1000
Dwight Burden ideagen@fticonsulting.com
Valerija Cymbal
Bidco
Hg
Tom Eckersley, Head of Marketing and Communications +44 (0) 20
8148 5401
Lazard (Financial Adviser to Bidco and Hg)
Cyrus Kapadia +44 (0) 20 7187 2000
Keiran Wilson
Houlihan Lokey (Financial Adviser to Bidco and Hg)
Simon Gluckstein +44 (0) 20 7839 3355
Tara Carter
Tim Richardson
Brunswick (PR Adviser to Bidco)
Azadeh Varzi +44 (0) 20 7404 5959
hg@brunswickgroup.com
Travers Smith LLP are retained as legal adviser to Ideagen and
Linklaters LLP are retained as legal adviser to Bidco and Hg.
Important notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA") and the PRA is
acting as lead financial adviser to Ideagen and for no one else in
connection with the Acquisition and will not be responsible to
anyone other than Ideagen for providing the protections afforded to
its clients nor for providing advice in relation to the
Acquisition, the contents of this Announcement or any other matters
referred to in this Announcement.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as Rule 3 Adviser to the Ideagen Directors and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Ideagen for providing the
protections afforded to clients of Canaccord Genuity nor for
providing advice in relation to the Acquisition, the contents of
this Announcement or any other matters referred to in this
Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to Bidco and Hg and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
and Hg for providing the protections afforded to clients of Lazard
nor for providing advice in relation to the Acquisition, the
contents of this Announcement or any other matters referred to in
this Announcement. Neither Lazard nor any of its 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 Lazard in
connection with the Acquisition, this Announcement, any statement
contained herein or otherwise.
Houlihan Lokey (Corporate Finance) Limited ("Houlihan Lokey"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Bidco and Hg and for no one else
in connection with the Acquisition and will not be responsible to
anyone other than Bidco and Hg for providing the protections
afforded to clients of Houlihan Lokey nor for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matters referred to in this Announcement. Neither
Houlihan Lokey nor any of its 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 Houlihan Lokey in connection with the
Acquisition, this Announcement, any statement contained herein or
otherwise.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase any securities or a solicitation
of an offer to buy, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition is intended to be implemented by way of a
Scheme pursuant to the terms of the Scheme Document, which contains
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision, vote or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document.
Ideagen and Bidco urge Ideagen Shareholders to read the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) carefully because it will
contain important information relating to the Acquisition.
This Announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement pursuant to and for the
purpose of complying with English law and the Takeover Code and
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 England. Nothing in this
Announcement should be relied on for any other purpose.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about
and observe such restrictions. Further details in relation to the
Overseas Shareholders are contained in the Scheme Document. Any
failure to comply with any such 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.
Unless otherwise determined by Bidco or required by the Takeover
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 in favour of
the Scheme by any such means 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 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 Ideagen 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 shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the AIM Team.
Additional information for US investors
Ideagen Shareholders in the United States should note that the
Acquisition relates to the securities of a UK company and is
proposed to be effected by means of a scheme of arrangement under
English law. This Announcement, the Scheme Document and certain
other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements of and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
Ideagen's financial statements, and all financial information
that is included in this Announcement or that may be included in
the Scheme Document, or any other documents relating to the
Acquisition, have been or will be prepared in accordance with
International Financial Reporting Standards 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 US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Ideagen Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each
Ideagen Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
Ideagen are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in
Ideagen outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Publication of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26 of the Takeover Code will be
available, free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions on Ideagen's
website at https://investors.ideagen.com/announcements/.
For the avoidance of doubt, the contents of these websites and
any websites accessible from hyperlinks on these websites are not
incorporated into and do not form part of this Announcement.
Right to receive documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Acquisition are
sent to them in hard copy form.
A hard copy of this Announcement may be requested by contacting
SLC Registrars on +44 (0) 203 890 2122.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPXQLLBLDLZBBQ
(END) Dow Jones Newswires
July 07, 2022 02:00 ET (06:00 GMT)
Ideagen (LSE:IDEA)
Historical Stock Chart
From Dec 2024 to Jan 2025
Ideagen (LSE:IDEA)
Historical Stock Chart
From Jan 2024 to Jan 2025
