Alpha Fin. Markets - Publication and Posting of Scheme Document
16/07/2024 10:43
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RNS Number : 6014W Alpha Fin Markets Consulting plc 16 July 2024
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
FOR IMMEDIATE RELEASE
16 JULY 2024
RECOMMENDED FINAL 1 CASH ACQUISITION
of
ALPHA FINANCIAL MARKETS CONSULTING PLC ("ALPHA FMC")
by
ACTIUM BIDCO (UK) LIMITED ("BIDCO")
an indirect subsidiary of certain funds managed by Bridgepoint Advisers
Limited
(to be effected by way of a scheme of arrangement under Part 26 of the
Companies Act 2006)
Publication and Posting of Scheme Document
Introduction
On 20 June 2024, the Boards of Alpha FMC and Bidco announced that they had
reached agreement on the terms and conditions of a recommended final(1) cash
offer by Bidco, an indirect subsidiary of certain funds managed by Bridgepoint
Advisers Limited, to acquire the entire issued and to be issued ordinary share
capital of Alpha FMC (the "Acquisition"). The Acquisition is intended to be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.
Publication and posting of the Scheme Document
The Alpha FMC Board announces that it has published a circular in relation to
the Acquisition (the "Scheme Document"), together with the Forms of Proxy for
the Court Meeting and the General Meeting. The Scheme Document sets out,
amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act 2006, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Alpha FMC
Shareholders. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meaning as set out in the Scheme Document.
Hard copies of the Scheme Document and Forms of Proxy for the Court Meeting
and the General Meeting are being posted to Alpha FMC Shareholders and, for
information only, to persons with information rights. Alpha FMC will also be
sending details of the proposals being made to participants in the Alpha FMC
Share Plans to such participants.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective the Scheme
requires, among other things that the requisite majorities of:
· Scheme Shareholders vote in favour of the Scheme at the Court
Meeting;
· Alpha FMC Shareholders vote in favour of the Special Resolution
at the General Meeting; and
· Alpha FMC Independent Shareholders vote in favour of the Rule
16.2 Resolution at the General Meeting.
The Scheme is also subject to the satisfaction or (where applicable) waiver of
the Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting, both to be held
at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street,
London EC1Y 4AG on 12 August 2024 are set out in the Scheme Document. The
Court Meeting will start at 10:00 a.m. and the General Meeting at 10:15 a.m.
(or as soon as reasonably practicable thereafter as the Court Meeting shall
have been concluded or adjourned). Forms of Proxy for use at such meetings
will be enclosed with the Scheme Document.
The Alpha FMC Independent Directors, who have been so advised by Investec and
Berenberg as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to the Alpha
FMC Independent Directors, Investec and Berenberg have taken into account the
commercial assessments of the Alpha FMC Independent Directors. Investec is
providing independent financial advice to the Alpha FMC Independent Directors
for the purposes of Rule 3 of the Code.
Accordingly, the Alpha FMC Independent Directors unanimously recommend that
Scheme Shareholders vote in favour of the Scheme at the Court Meeting, Alpha
FMC Shareholders vote in favour of the Special Resolution and Alpha FMC
Independent Shareholders vote in favour of the Rule 16.2 Resolution at the
General Meeting, as the Alpha FMC Independent Directors who have an interest
in Alpha FMC Shares have irrevocably undertaken to do in respect of their
entire beneficial holdings of 196,397 Alpha FMC Shares, in aggregate,
representing approximately 0.16 per cent. of Alpha FMC's issued share capital
as at the Last Practicable Date.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders' opinion. Scheme Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy or
appoint a proxy either: (a) by post or by hand to Alpha FMC's registrar,
Computershare, at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS13 8AE, United Kingdom; or (b) through CREST; or
(c) electronically through the share portal service at
www.investorcentre.co.uk/eproxy (http://www.investorcentre.co.uk/eproxy) , in
any case as soon as possible.
Scheme Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.
Delisting of Alpha FMC Shares
If the Scheme is approved by the Scheme Shareholders and the Resolutions are
approved by Alpha FMC Shareholders, the Court sanctions the Scheme, all other
Conditions to the Acquisition are satisfied or (if capable of waiver) waived
and the Scheme becomes Effective in accordance with its terms, then, under the
anticipated timetable, it is expected that dealings in Alpha FMC Shares will
be suspended at 7:30 a.m. on 19 August 2024, the second Business Day following
the Sanction Hearing, the Scheme will become Effective on the same day and the
cancellation of the admission to trading of Alpha FMC Shares on AIM will take
effect by 8:00 a.m. on 20 August 2024, the following Business Day.
Expected Timetable of Principal Events
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out below. The Scheme remains
conditional on the approval of Scheme Shareholders at the Court Meeting, the
Special Resolution and Rule 16.2 Resolution being passed by the requisite
majorities of Alpha FMC Shareholders and Alpha FMC Independent Shareholders
respectively at the General Meeting and the satisfaction or waiver of the
other Conditions set out in the Scheme Document, including the sanction of the
Court. The Scheme is expected to become Effective in Q3 2024. Any update to
the expected timetable will be announced through a Regulatory Information
Service, with such announcement being made available on Alpha FMC's website at
https://alphafmc.com/alpha-offer-terms/
(https://alphafmc.com/alpha-offer-terms/) and on Bidco's website at
http://www.bridgepoint.eu/offer-for-alphafmc
(http://www.bridgepoint.eu/offer-for-alphafmc) .
.
Event Time and/or date(1)
Publication of this document 16 July 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10:00 a.m. on 8 August 2024(2)
General Meeting (WHITE form) 10:15 a.m. on 8 August 2024(3)
Voting Record Time for the Court Meeting and the General Meeting 6:00 p.m. on 8 August 2024(4)
Court Meeting 10:00 a.m. on 12 August 2024
General Meeting 10:15 a.m. on 12 August 2024 (5)
Sanction Hearing 15 August 2024
Last day of dealings in, and for registration of transfers of, and disablement 16 August 2024
in CREST of, Alpha FMC Shares
Scheme Record Time and Date 6:00 p.m. on 16 August 2024
Dealings in Alpha FMC Shares suspended 7:30 a.m. on 19 August 2024
Effective Date of the Scheme 19 August 2024
Cancellation of admission of Alpha FMC Shares to trading on AIM By 7:00 a.m. on 20 August 2024
Latest date for despatch of cheques and crediting of CREST for consideration Within 14 days of the Effective Date
due under the Scheme
Long Stop Date 20 December 2024(6)
Notes:
(1) All times shown are London times unless otherwise stated. The dates and
times given are indicative only and are based on Alpha FMC's and Bidco's
current expectations and may be subject to change
(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
not later than 48 hours before the time appointed for the Court Meeting,
excluding any part of a day that is not a Business Day. A copy of a completed
and signed BLUE Form of Proxy not so lodged may be handed to the
representatives of Computershare or the Chair of the Court Meeting before it
is due to commence and it will still be valid.
(3) WHITE Forms of Proxy for the General Meeting must be lodged not later than
48 hours before the time appointed for the General Meeting, excluding any part
of a day that is not a Business Day. WHITE Forms of Proxy for the General
Meeting not lodged by this time will be invalid.
(4) If the Court Meeting is adjourned, the Voting Record Time will be 6:00
p.m. on the day which is two days before the date of the adjourned Court
Meeting, excluding any part of a day that is not a Business Day.
(5) To commence at 10:15 a.m. (or as soon as reasonably practicable
thereafter) as the Court Meeting is concluded or adjourned.
(6) This is the latest date by which the Scheme may become Effective unless
Bidco and Alpha FMC agree (and the Panel and, if required, the Court permit) a
later date.
Dividends
If any dividend, other distribution or return of capital is announced,
authorised, declared, made or paid, or becomes payable, in respect of Alpha
FMC Shares on or after the date of the Announcement and prior to the Effective
Date, Bidco will reduce the consideration payable for each Alpha FMC Share by
the amount of any such dividend, other distribution or return of capital and,
in respect of a dividend, other distribution or return of capital that has not
been paid, Alpha FMC Shareholders shall be entitled to receive and retain any
such dividend, other distribution or return of capital.
Shareholder Helpline
If you have any questions about this document, the Court Meeting or the
General Meeting or how to complete the Forms of Proxy or to appoint a proxy
through the CREST electronic proxy appointment service or online, please
contact Alpha FMC's registrar, Computershare, on 0370 707 1547 (from within
the UK) or on +44 (0)370 707 1547 (from outside the UK). Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. The
helpline is open between 8:30 a.m. and 5:30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Computershare cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Enquiries
Alpha FMC Tel: +44 (0)20 7796 9300
Luc Baqué (Chief Executive Officer)
John Paton (Chief Financial Officer)
Georgina Sharley (Group Company Secretary)
Investec Bank plc (Lead Financial Adviser, NOMAD and Joint Corporate Broker to Tel: +44 (0)20 7597 4000
Alpha FMC)
James Rudd, Patrick Robb (Corporate Broking and PLC Advisory)
Jonathan Arrowsmith, Edward Thomas (M&A Advisory)
Berenberg (Joint Financial Adviser and Joint Corporate Broker to Alpha FMC) Tel: +44 (0)20 3207 7800
Toby Flaux
Miles Cox
James Thompson
Alix Mecklenburg-Solodkoff
Camarco - Financial PR Tel: +44 (0)20 3757 4980
Ed Gascoigne-Pees
Phoebe Pugh
Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC in connection
with the Acquisition.
Important notices
Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the Financial Conduct
Authority and PRA in the United Kingdom, is acting exclusively as lead
financial adviser to Alpha FMC and for no one else in connection with the
Acquisition and will not be responsible to any person other than Alpha FMC for
providing the protections afforded to clients of Investec, nor for providing
advice in relation to the Acquisition, the content of this document or any
matter referred to in this document. Neither Investec 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
Investec in connection with this document, any statement contained herein or
otherwise.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Alpha FMC and no one else in connection with the Acquisition
and other matters set out in this document and will not be responsible to
anyone other than Alpha FMC for providing the protections afforded to clients
of Berenberg, or for providing advice in connection with the Acquisition or
any matter referred to herein. Neither Berenberg 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 Berenberg in connection with this
document, 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 or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise. The Acquisition will be made solely through the
Scheme Document (and the accompanying Forms of Proxy) or, in the event that
the Acquisition is to be implemented by means of a Takeover Offer, the
Takeover Offer document, which will contain the full terms and conditions of
the Acquisition, including, if applicable details of how to vote in respect of
the Scheme. Any decision in respect of the Acquisition should be made only on
the basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).
This announcement does not constitute a prospectus or a prospectus
exempted document.
This announcement has been prepared for the purpose of complying with English
law and the Code 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 England.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Alpha FMC Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that 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 Code, and permitted by
applicable law and regulation, the Acquisition shall 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 Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the Court, the London Stock Exchange and the FCA.
Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.
Further details in relation to Alpha FMC Shareholders in overseas
jurisdictions are contained in the Scheme Document.
Additional information for U.S. investors
The Acquisition relates to shares of a company incorporated in England &
Wales and is being made by means of a scheme of arrangement provided for under
English company law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
to a scheme of arrangement involving a target company in the UK listed on the
London Stock Exchange, which differ from the disclosure requirements of the
U.S. tender offer and proxy solicitation rules. The financial information with
respect to Bidco included in this announcement and the Scheme Document has
been or will have been prepared in accordance with IFRS and thus may not be
comparable to the financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the U.S. If, in the future, Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer and determines to
extend the Takeover Offer into the U.S., the Acquisition will be made in
compliance with applicable U.S. laws and regulations.
Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.
Some or all of Alpha FMC's officers and directors reside outside the U.S., and
some or all of its assets are or may be located in jurisdictions outside the
U.S. Therefore, investors may have difficulty effecting service of process
within the U.S. upon those persons or recovering against Alpha FMC or its
officers or directors on judgments of U.S. courts, including judgments based
upon the civil liability provisions of the U.S. federal securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment. It may not be possible to
sue Alpha FMC or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws.
In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Alpha FMC outside of
the U.S., other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .
The receipt of cash pursuant to the Scheme by U.S. Alpha FMC Shareholders as
consideration for the transfer of Alpha FMC Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
Alpha FMC Shareholder (including U.S. Alpha FMC Shareholders) is urged to
consult their independent professional adviser immediately regarding the tax
consequences of the transaction applicable to them.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bridgepoint, Bidco and/or Alpha FMC contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Forward-looking statements are prospective
in nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of
Bridgepoint, Bidco and/or Alpha FMC about future events, and are therefore
subject to risks and uncertainties which could cause actual results,
performance or events to differ materially from those expressed or implied by
the forward-looking statements. The forward-looking statements contained in
this announcement include statements relating to the expected effects of the
Acquisition on Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group
and the Enlarged Group, the expected timing and scope of the Acquisition and
other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "budget", "targets", "aims", "scheduled",
"estimates", "forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" or "believes", or variations of such words
and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Neither Bridgepoint, Bidco nor Alpha FMC give any assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risks (known and unknown) and uncertainties (and other
factors that are in many cases beyond the control of Bridgepoint, Bidco and/or
Alpha FMC) because they relate to events and depend on circumstances that may
or may not occur in the future.
There are a number of factors that could affect the future operations of
Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group and/or the
Enlarged Group and that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction (or, where permitted, waiver) of the
Conditions, as well as additional factors, such as: domestic and global
business and economic conditions; the impact of pandemics, asset prices;
market‑related risks such as fluctuations in interest rates and exchange
rates, industry trends, competition, changes in government and regulation,
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax), changes in
political and economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Bidco Group to integrate successfully the Alpha FMC Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.
Each forward-looking statement speaks only as of the date of this
announcement. Neither Bridgepoint, the Bidco Group nor the Alpha FMC Group,
nor any of their respective members, partners, associates or directors,
officers or advisers, provides any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur.
Forward-looking statements involve inherent risks and uncertainties. All
forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Code, the UK Market Abuse
Regulation, the AIM Rules and the DTRs), neither Bridgepoint, the Wider Bidco
Group nor the Wider Alpha FMC Group is under or undertakes any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No profit forecasts or estimates
Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Bidco or Alpha FMC for the current or future financial years, will necessarily
match or exceed the historical published earnings or earnings per share for
Bidco or Alpha FMC, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details 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 offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. on the tenth business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m. on the
tenth business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
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 offeror(s), 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. 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.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and 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).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel.org.uk (http://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 an Opening Position
Disclosure or a Dealing Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information
provided by Alpha FMC Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Alpha FMC may be
provided to Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code.
Publication on a website and availability of hard copies
This announcement and the documents required to be published pursuant to
Rule 26 of the Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Bidco's website
at www.bridgepoint.eu/offer-for-alphafmc
(http://www.bridgepoint.eu/offer-for-alphafmc) and on Alpha FMC's website at
https://alphafmc.com/alpha-offer-terms/
(https://alphafmc.com/alpha-offer-terms/) promptly and in any event by no
later than 12 noon on the Business Day following the date of this
announcement. Neither the content of the websites referred to in this
announcement nor the content of any website accessible from hyperlinks in this
announcement is incorporated into, or forms part of, this announcement.
Alpha FMC Shareholders may, subject to applicable securities laws, request a
hard copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Alpha FMC's registrars,
Computershare Investor Services PLC, during business hours on 0370 707 1547
within the United Kingdom or on +44 (0)370 707 1547 from overseas or by
submitting a request in writing to Computershare Investor Services PLC, The
Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, with an address
to which the hard copy may be sent. Alpha FMC Shareholders may, subject to
applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
(#_ftnref1) (1) The Final Offer Price is final and will not be increased,
except that Bidco reserves the right to increase the Final Offer Price where:
(i) there is an announcement of a possible offer or firm intention to make an
offer for Alpha FMC by any third party; or (ii) the Panel otherwise provides
its consent.
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