Alpha Fin. Markets - Recommended Final Cash Acquisition of Alpha FMC
20/06/2024 07:01
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RNS Number : 1551T Alpha Fin Markets Consulting plc 20 June 2024
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INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 2024
RECOMMENDED FINAL* 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 means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
· The Boards of Actium Bidco (UK) Limited ("Bidco"), an
indirect subsidiary of certain funds (together, the "Bridgepoint Fund")
managed by Bridgepoint Advisers Limited ("BAL"), and Alpha FMC are pleased to
announce that they have reached agreement on the terms of a recommended cash
offer to be made by Bidco to acquire the entire issued and to be issued
ordinary share capital of Alpha FMC (the "Acquisition").
· Under the terms of the Acquisition, Alpha FMC Independent
Shareholders will be entitled to receive:
for each Alpha FMC Share: 505 pence in cash
(the "Final Offer Price")
· The terms of the Acquisition value the entire issued and
to be issued ordinary share capital of Alpha FMC at approximately £626.0
million on a fully diluted basis and represents a premium of approximately:
· 50.7 per cent. to the Closing Price of 335 pence per
Alpha FMC Share on 30 April 2024 (being the last Business Day before the date
of the commencement of the Offer Period);
· 47.4 per cent. to the volume-weighted average price of
343 pence per Alpha FMC Share for the three-month period ended 30 April 2024
(being the last Business Day before the date of the commencement of the Offer
Period); and
· 42.9 per cent. to the volume-weighted average price of
353 pence per Alpha FMC Share for the six-month period ended 30 April 2024
(being the last Business Day before the date of the commencement of the Offer
Period).
· The Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months ended 31
March 2024 of £39.9 million, and a multiple of approximately 14.5 times Alpha
FMC's post-IFRS 16 adjusted EBITDA for the twelve months ended 31 March 2024
of £42.2 million.
· 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.
· The Acquisition is expected to be effected by means of a
Court-sanctioned scheme of arrangement between Alpha FMC and Scheme
Shareholders under Part 26 of the Companies Act 2006, although Bidco reserves
the right to effect the Acquisition by way of a Takeover Offer.
· If any dividend, other distribution or return of capital
is announced, declared, made or paid, or becomes payable, in respect of Alpha
FMC Shares on or after the date of this Announcement and before the Effective
Date, Bidco reserves the right to reduce the consideration payable in respect
of each Alpha FMC Share by the amount of all or part of any such dividend,
other distribution or return of capital. If Bidco exercises this right or
makes such a reduction in respect of a dividend, other distribution or return
of capital that has not been paid, Alpha FMC Shareholders will be entitled to
receive and retain that dividend, other distribution or return of capital.
Background to and reasons for the Acquisition
· Bridgepoint has a long and successful track record of
investing in the specialist consulting sector, working with management teams
to support businesses to unlock their potential and accelerate their
development. Bridgepoint couples that with significant experience in the asset
and wealth management, alternatives and insurance end markets, as well as deep
expertise across the underlying financial services technology ecosystems (for
example, through investments in eFront, Calypso, Kyriba and Fenergo).
· Bridgepoint views Alpha FMC as a leading independent
specialist operating in the large and growing financial services consulting
market, importantly with a distinct culture and a high calibre team of
professionals. The sector is expected to benefit from long-term growth
drivers, including digital transformation, increasing financial services
regulation, evolving product complexity, cost pressures and continued growth
in assets under management.
· Bridgepoint believes that, with additional investment and
augmented talent and expertise, Alpha FMC is well placed to succeed. In this
context, Bridgepoint believes Alpha FMC's potential can be unlocked through
both continued organic growth and further strategic M&A to add new
capabilities, scale in existing territories and to potentially add new end
markets and geographies to Alpha FMC's service matrix.
· Bridgepoint is supportive of Alpha FMC's existing
strategy and management team and will look to draw on Bridgepoint's global
platform as well as history of successful collaborations to assist Alpha FMC
accelerate growth vectors that the management team have already identified.
· Bridgepoint believes that as a private company, Alpha FMC
will be able to take a longer-term view around investment and talent
recruitment and retention, to better fulfil its growth potential and ambitious
strategy. With Bridgepoint's attendant capital firepower, Alpha FMC will be
able to execute targeted M&A against a pipeline of opportunities.
Information on Bidco and Bridgepoint
· Bidco is a private company limited by shares registered
in England and Wales and incorporated on 23 May 2024 with company number
15736419. Bidco is an indirect subsidiary of the Bridgepoint Fund. Bidco was
formed for purposes of the Acquisition and has not traded since its date of
incorporation, nor has it entered into any obligations other than in
connection with the Acquisition.
· The Bridgepoint Fund is managed by BAL, which is a
subsidiary of Bridgepoint Group plc ("Bridgepoint"). Bridgepoint is one of the
world's leading quoted private asset growth investors, specialising in private
equity, private credit and, following the ECP transaction, infrastructure.
With €61 billion of assets under management (pro forma for the ECP
transaction) and a strong local presence in Europe, North America and Asia,
Bridgepoint combines global scale with local market insight and sector
expertise.
· Bridgepoint has a wealth of experience and a track record
of investments in specialist consultants (such as HKA, FCG, ERM and Analysys
Mason), and in end markets that are relevant to Alpha FMC including asset and
wealth management (such as Quilter Cheviot, Cyrus Conseil and Primonial),
insurance (such as Kereis) and services to alternatives (such as PEI). In
addition, Bridgepoint has significant domain expertise across relevant
financial services software platforms and technology ecosystems (including
eFront, Calypso, Kyriba and Fenergo).
Irrevocable undertakings
· Bidco has received irrevocable undertakings to vote in
favour (or procure a vote in favour) of the Scheme at the Court Meeting and
the Resolutions (including the Rule 16.2 Resolution) at the General Meeting
from those Alpha FMC Independent Directors who hold Alpha FMC Shares in
respect of their own beneficial shareholdings, totalling 46,397 Alpha FMC
Shares representing approximately 0.04 per cent. of the issued ordinary share
capital of Alpha FMC as at the Last Practicable Date.
· Bidco has also received, pursuant to the Rollover
Arrangements, undertakings to vote in favour of the Special Resolution at the
General Meeting from the Rolling Managers who hold, in aggregate, 3,471,927
Alpha FMC Shares representing approximately 2.85 per cent. of the issued
ordinary share capital of Alpha FMC as at the Last Practicable Date.
· Further details of these irrevocable undertakings are set
out in Appendix 3 to this Announcement.
Rollover Arrangements
· The Rolling Managers have entered into a Rollover and
Reinvestment Deed under which, among other things: (i) Bidco will acquire all
of the Alpha FMC Shares that the Rollup Managers hold in exchange for cash and
Bidco Rollover Notes; (ii) Bidco will acquire all of the Alpha FMC Shares that
the Reinvesting Managers hold in exchange for cash; and (iii) Topco will
acquire a portion of the Alpha FMC Shares that the Rolldown Managers hold in
exchange for cash, while the remaining Alpha FMC Shares that the Rolldown
Managers hold will be contributed by the Rolldown Managers to Topco in
consideration for Topco Management Securities. The Alpha FMC Shares which are
subject to the Rollover and Reinvestment Deed are excluded from the Scheme,
and the Rolling Managers who enter into the Rollover and Reinvestment Deed
will not be entitled to vote at the Court Meeting.
· The Rollover and Reinvestment Deed includes undertakings
to, among other things: (i) vote (or procure a vote) in favour of the Special
Resolution at the General Meeting; (ii) not sell, transfer, charge, encumber,
pledge or grant any option over or otherwise dispose of the Rolling Managers'
respective Alpha FMC Shares other than pursuant to the Rollover and
Reinvestment Deed; and (iii) not accept and/or not vote in favour of any
competing scheme of arrangement or any other offer or similar transaction in
respect of any of the Rolling Managers' respective Alpha FMC Shares which
might frustrate the Acquisition or any part of it; and (iv) not to enter into
any agreement or arrangement to participate in the capital of any person in
connection with or following any transaction relating to Alpha FMC or its
assets or any arrangement which would fall under Rule 16.2(c) of the Code,
subject to certain exceptions. Further details of these undertakings are set
out in Appendix 3 to this Announcement.
· The Alpha FMC Independent Shareholders will be asked at
the General Meeting to approve the Rollover Arrangements as further described
in paragraph 10 by voting in favour of the Rule 16.2 Resolution. Pursuant to
Rule 16.2 of the Code, neither the Rolling Managers nor their connected
persons nor any person holding Alpha FMC Shares on behalf of Rolling Managers
and/or any of their connected persons will be entitled to vote on the Rule
16.2 Resolution, and voting on the Rule 16.2 Resolution will be by way of a
poll. The passing of the Rule 16.2 Resolution is a condition to the
Acquisition becoming Effective.
· The Alpha FMC Independent Directors intend to recommend
unanimously that the Alpha FMC Independent Shareholders vote in favour of the
Rule 16.2 Resolution at the General Meeting. As required by, and solely for
the purposes of, Rule 16.2 of the Code, Investec (as defined below) (in its
capacity as independent adviser to Alpha FMC for the purposes of Rule 3 of the
Code) has reviewed the terms of the Rollover Arrangements and considers that
the terms of the Rollover Arrangements are fair and reasonable, so far as the
Alpha FMC Independent Shareholders are concerned. In forming this view,
Investec has taken into account the commercial assessments of the Alpha FMC
Independent Directors.
· Further details of the Rollover Arrangements are set out
in paragraph 10 of this Announcement.
Recommendation
· The Alpha FMC Independent Directors, who have been so
advised by Investec Bank plc ("Investec") and Joh. Berenberg, Gossler &
Co. KG, London Branch ("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 intend
to recommend unanimously that 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 (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, that Alpha FMC
Shareholders accept or procure acceptance of such Takeover Offer) as the Alpha
FMC Independent Directors who hold Alpha FMC Shares have irrevocably
undertaken to do in respect of their entire beneficial holdings of Alpha FMC
Shares, amounting in aggregate to 46,397 Alpha FMC Shares representing
approximately 0.04 per cent. of the issued ordinary share capital of Alpha FMC
as at the Last Practicable Date.
· Further details of these irrevocable undertakings are set
out at Appendix 3 to this Announcement.
Timetable and Conditions
· The Acquisition is subject to, among other things,
approvals of the relevant Alpha FMC Shareholders, and the sanction of the
Scheme by the Court. The Acquisition is also subject to the other terms and
Conditions set out in Appendix 1 to this Announcement, and to the full terms
and conditions to be set out in the Scheme Document.
· The Acquisition will be put to Alpha FMC Shareholders at
the Court Meeting and at the General Meeting. Completion of the Acquisition
will be conditional, among other things, on the following matters:
· the approval of the Scheme by a majority in number of the
Scheme Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Alpha FMC Shares voted;
· the passing by the Alpha FMC Independent Shareholders
(representing a simple majority of votes cast on that resolution) of the Rule
16.2 Resolution at the General Meeting; and
· the passing by the Alpha FMC Shareholders (representing
at least 75 per cent. of votes cast on that resolution) of the Special
Resolution at the General Meeting.
· The Scheme Document will include full details of the
Scheme, together with notices of the Court Meeting and the General Meeting and
the expected timetable, and will specify the actions to be taken by Alpha FMC
Shareholders. The Scheme Document will be posted to Alpha FMC Shareholders
within 28 days of this Announcement (unless a later date is agreed between
Bidco, Alpha FMC and the Panel).
· Alpha FMC Shares held by Rolling Managers are not subject
to the Scheme. The Rolling Managers are not eligible to vote at the Court
Meeting or to vote on the Rule 16.2 Resolution at the General Meeting.
· The Acquisition is expected to complete during Q3 2024,
subject to the satisfaction (or, where applicable, waiver) of the Conditions
set out in Appendix 1 to this Announcement.
Comments on the Acquisition
· Commenting on the Acquisition, Charles Welham, Partner
and Head of Business and Financial Services at Bridgepoint, said:
"This offer, which we are pleased has been unanimously recommended by the
Alpha FMC Independent Directors, represents a significant premium and allows
shareholders to realise attractive value. Bridgepoint has strong experience of
backing specialist consultants and we are excited to partner with the company
and combine our breadth of knowledge of these financial services end markets
and the technology ecosystems underpinning them with the bench of specialist
capabilities that Alpha FMC has built over many years. We look forward to
investing further both organically and inorganically with Luc and the rest of
the team."
· Commenting on the Acquisition, Ken Fry, Independent
Non-Executive Chairman of Alpha FMC, said:
"Since its AIM admission in 2017, Alpha FMC has successfully developed into a
leading global consultancy to the financial services industry and delivered
strong growth in revenues and profits through a proven strategy of deepening
client relationships, broadening the client offering and geographic expansion.
This is a testament to the strength and relevance of the Alpha FMC Group's
client proposition, the market-leading expertise of its people and the quality
of the executive team.
Bridgepoint is a highly successful investor, with a proven track record in
supporting specialist consulting businesses and high quality management teams.
Alpha FMC will benefit from their expertise and support with the next phase of
its development and growth, providing both access to capital and continuity
for both Alpha FMC's clients and employees.
Whilst Alpha FMC is well-positioned to make continued progress, the Alpha FMC
Independent Directors believe that the Acquisition recognises the quality and
value of the business and represents an opportunity for Alpha FMC Shareholders
to realise their entire investment, in cash, at an attractive premium.
Accordingly, the Alpha FMC Independent Directors intend to recommend
unanimously the Acquisition to Alpha FMC Shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices.
The conditions to, and certain further terms of, the Acquisition are set out
in Appendix 1 to this Announcement. The bases and sources for certain
financial information contained in this Announcement are set out in Appendix
2. Details of irrevocable undertakings received by Bidco are set out in
Appendix 3. A summary of the key terms of certain securities in Topco is set
out in Appendix 4. The defined terms used in this Announcement are set out in
Appendix 5.
Enquiries:
Bridgepoint and Bidco Tel: +44 (0) 20 7034 3500
Christian Jones
James Murray
Jefferies (Lead Financial Adviser to Bridgepoint and Bidco) Tel: +44 (0) 20 7029 8000
Philip Noblet
James Umbers
Daniel Frommelt
Harry Bourne
Peel Hunt (Financial Adviser to Bridgepoint and Bidco) Tel: +44 (0)20 7418 8900
Mark Barrow
Andrew Buchanan
Michael Nicholson
Marc Jones
FGS Global (PR Adviser to Bridgepoint and Bidco) Tel: +44 (0) 20 7073 6324
James Murgatroyd
Anjali Unnikrishnan
Anna Tabor
Alpha FMC
Luc Baqué (Chief Executive Officer) Tel: +44 (0)20 7796 9300
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
Tel: +44 (0)20 3757 4980
Camarco - Financial PR
Ed Gascoigne-Pees
Phoebe Pugh
Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint
and Bidco. Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC.
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to Bridgepoint
and Bidco and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Bridgepoint and
Bidco for providing the protections offered to clients of Jefferies or for
providing advice in connection with any matter referred to in this
Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for Bridgepoint and Bidco and no
one else in connection with the Acquisition and neither Peel Hunt nor any of
its affiliates will be responsible to anyone other than Bridgepoint and Bidco
(whether or not a recipient of this Announcement) for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
relation to the Acquisition or any other matter or arrangement referred to in
this Announcement.
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 Announcement or any
matter referred to in this Announcement. 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 Announcement, 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 Announcement 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
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 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 will be contained in the Scheme Document.
Additional information for U.S. investors
The Acquisition relates to an offer for the 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 (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 to comply with Rule 2.11(c) of 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 and on Alpha FMC's website at
www.alphafmc.com 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 03707 020 003
within the United Kingdom or on +44 (0) 370 702 0003 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.
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
20 June 2024
RECOMMENDED FINAL* CASH ACQUISITION
OF
ALPHA FINANCIAL MARKETS CONSULTING PLC
BY
ACTIUM BIDCO (UK) LIMITED
an indirect subsidiary of certain funds managed by Bridgepoint Advisers
Limited
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Boards of Actium Bidco (UK) Limited ("Bidco"), an indirect subsidiary of
certain funds (together, the "Bridgepoint Fund") managed by Bridgepoint
Advisers Limited ("BAL"), and Alpha FMC are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by Bidco
to acquire the entire issued and to be issued ordinary share capital of Alpha
FMC (the "Acquisition").
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the conditions
set out below and in Appendix 1 to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document, Alpha FMC Independent
Shareholders will be entitled to receive:
for each Alpha FMC Share: 505 pence in cash
(the "Final Offer Price")
The terms of the Acquisition value the entire issued and to be issued ordinary
share capital of Alpha FMC at approximately £626.0 million on a fully diluted
basis and represents a premium of approximately:
· 50.7 per cent. to the Closing Price of 335 pence per
Alpha FMC Share on 30 April 2024 (being the last Business Day before the date
of the commencement of the Offer Period);
· 47.4 per cent. to the volume-weighted average price of
343 pence per Alpha FMC Share for the three-month period ended 30 April 2024
(being the last Business Day before the date of the commencement of the Offer
Period); and
· 42.9 per cent. to the volume-weighted average price of
353 pence per Alpha FMC Share for the six-month period ended 30 April 2024
(being the last Business Day before the date of the commencement of the Offer
Period).
· The Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months ended 31
March 2024 of £39.9 million, and a multiple of approximately 14.5 times Alpha
FMC's post-IFRS 16 adjusted EBITDA for the twelve months ended 31 March 2024
of £42.2 million.
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.
The Acquisition is expected to be effected by means of a Court-sanctioned
scheme of arrangement between Alpha FMC and Scheme Shareholders under Part 26
of the Companies Act 2006, although Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer.
If any dividend, other distribution or return of capital is announced,
declared, made or paid, or becomes payable, in respect of Alpha FMC Shares on
or after the date of this Announcement and before the Effective Date, Bidco
reserves the right to reduce the consideration payable in respect of each
Alpha FMC Share by the amount of all or part of any such dividend, other
distribution or return of capital. If Bidco exercises this right or makes such
a reduction in respect of a dividend, other distribution or return of capital
that has not been paid, Alpha FMC Shareholders will be entitled to receive and
retain that dividend, other distribution or return of capital.
The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix 1 to this Announcement, including, among other things: (i)
the approval of Scheme Shareholders at the Court Meeting and the passing of
the Resolutions (including the Rule 16.2 Resolution) at the General Meeting;
(ii) the sanction of the Scheme by the Court; and (iii) the Scheme becoming
Effective no later than 11:59 p.m. on the Long Stop Date. In order to become
Effective, the Scheme must be approved by a majority in number representing
not less than 75 per cent. in value of the Scheme Shareholders (or the
relevant class or classes thereof, if applicable) in each case present,
entitled to vote and voting, either in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required by the Court
or at any adjournment of such meeting.
Alpha FMC Shares will be acquired by Bidco fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with all rights
existing at the date of this Announcement or thereafter attaching thereto,
including (without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid or any other
return of capital (whether by way of reduction of share capital or share
premium account or otherwise) made on or after the date of this Announcement
in respect of Alpha FMC Shares.
3. Background to and reasons for the Acquisition
Bridgepoint has a long and successful track record of investing in the
specialist consulting sector, working with management teams to support
businesses to unlock their potential and accelerate their development.
Bridgepoint couples that with significant experience in the asset and wealth
management, alternatives and insurance end markets, as well as deep expertise
across the underlying financial services technology ecosystems (for example,
through investments in eFront, Calypso, Kyriba and Fenergo).
Bridgepoint views Alpha FMC as a leading independent specialist operating in
the large and growing financial services consulting market, importantly with a
distinct culture and a high calibre team of professionals. The sector is
expected to benefit from long-term growth drivers, including digital
transformation, increasing financial services regulation, evolving product
complexity, cost pressures and continued growth in assets under management.
Bridgepoint believes that, with additional investment and augmented talent and
expertise, Alpha FMC is well placed to succeed. In this context, Bridgepoint
believes Alpha FMC's potential can be unlocked through both continued organic
growth and further strategic M&A to add new capabilities, scale in
existing territories and to potentially add new end markets and geographies to
Alpha FMC's service matrix.
Bridgepoint is supportive of Alpha FMC's existing strategy and management team
and will look to draw on Bridgepoint's global platform as well as history of
successful collaborations to assist Alpha FMC accelerate growth vectors that
the management team have already identified.
Bridgepoint believes that as a private company, Alpha FMC will be able to take
a longer-term view around investment and talent recruitment and retention, to
better fulfil its growth potential and ambitious strategy. With Bridgepoint's
attendant capital firepower, Alpha FMC will be able to execute targeted
M&A against a pipeline of opportunities.
4. Recommendation
The Alpha FMC Independent Directors, who have been so advised by Investec Bank
plc ("Investec") and Joh. Berenberg, Gossler & Co. KG, London Branch
("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 intend to recommend
unanimously that 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 (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, that Alpha FMC
Shareholders accept or procure acceptance of such Takeover Offer) as the Alpha
FMC Independent Directors who hold Alpha FMC Shares have irrevocably
undertaken to do in respect of their entire beneficial holdings of Alpha FMC
Shares, amounting in aggregate to 46,397 Alpha FMC Shares representing
approximately 0.04 per cent. of the issued ordinary share capital of Alpha FMC
as at the Last Practicable Date.
Further details of these irrevocable undertakings are set out at Appendix 3 to
this Announcement.
5. Background to and reasons for the recommendation
Since its AIM admission in 2017, Alpha FMC has successfully developed into a
leading global consultancy to the financial services industry combining highly
specialist, sector-focused management consulting and technology expertise to
support the client transformation lifecycle. The Alpha FMC Group has delivered
strong results with growth driven through deepening client relationships, an
increasing client base, geographic expansion (particularly in North America),
continued broadening of the Alpha FMC Group's client offering including into
new sectors and expanding the Alpha FMC Group's services with highly relevant
technology and data solutions. This strategy has been delivered by a
combination of organic growth and selective complementary acquisitions, such
as Lionpoint Group and Shoreline, which have enhanced the Alpha FMC Group's
service offering, client base and geographic coverage.
The Alpha FMC Group operates in a market with long-term structural growth
drivers which underpin client demand for the Alpha FMC Group's consulting
services. These drivers include growth in assets under management and
insurance policies, regulatory demands, cost pressures, client and societal
expectations and technology breakthroughs. Many of Alpha FMC's clients are
also facing rapidly changing expectations from their own underlying clients,
driving them to focus on operational and technological efficiency,
prioritising the use of data in decision making, and managing any change and
transformation projects seamlessly.
Key to the Alpha FMC Group's business model has been its focused, specialist
proposition for the asset and wealth management, alternatives and insurance
industries, which drives deep consulting subject matter expertise. The Alpha
FMC Group has continued to enhance its proposition to anticipate client needs
and drive high quality service delivery, which has driven high levels of
repeat revenue and market share gains. The ability of Alpha FMC to apply best
practice, differentiating intellectual property and data, technology solutions
and knowledge developed over 20 years is also one of the Alpha FMC Group's key
strengths. Fundamental to this strong client proposition is the Alpha FMC
Group's ability to attract, retain and develop high calibre consultants
through a competitive compensation framework, a strong corporate culture, the
opportunity to work on high profile projects in the industry, and individual
development and career progression.
In March 2023, the Alpha FMC Board announced the next phase of the Alpha FMC
Group's growth plan with an ambition to double the size of the business again
by 2028 1 (#_ftn1) , through a combination of organic and acquisitive growth.
During the year ended 31 March 2024, the Alpha FMC Group experienced a more
competitive environment as a result of overcapacity in the global consulting
market and a longer sales cycle than typical, which impacted the Alpha FMC
Group's financial performance. The Alpha FMC Group has maintained a strong new
business opportunity pipeline and, as the wider macroeconomic environment
improves, the Alpha FMC Board expects the supply and demand dynamics of the
global consulting market to continue to rebalance.
Factors considered by the Alpha FMC Independent Directors
Over the last 18 months, a number of parties have expressed their potential
interest in the Alpha FMC business and, in early 2024, Alpha FMC received an
unsolicited indicative offer proposal from one party which was rejected by the
Alpha FMC Board. In light of this longstanding interest in Alpha FMC from
various parties, the Alpha FMC Board decided to engage with a small number of
parties by providing them with certain non-public information to explore
whether they might be able to deliver an attractive proposal for Alpha FMC
Shareholders and represent a suitable partner for Alpha FMC and its
stakeholders. As a result, the Alpha FMC Board received a number of
expressions of interest and proposals.
The Alpha FMC Independent Directors have carefully considered the proposal
from Bidco and, whilst the Alpha FMC Independent Directors believe that Alpha
FMC is well-positioned to make continued progress as an independent company,
they have concluded that the terms of the Acquisition recognise the value of
Alpha FMC's business and provides Alpha FMC Shareholders with an immediate
cash realisation, compared with the Alpha FMC Group continuing to pursue an
independent strategy.
In considering the terms of the Acquisition, the Alpha FMC Independent
Directors have taken into account a number of factors, including:
· the Acquisition provides an opportunity for Alpha FMC
Shareholders to crystallise, in cash, the value and future prospects of their
investment at a fair and reasonable value;
· the attractive premium of:
· 50.7 per cent. to the Closing Price of 335 pence per
Alpha FMC Share on 30 April 2024 (being the last Business Day before the date
of the commencement of the Offer Period); and
· 47.4 per cent. to the volume-weighted average price of
343 pence per Alpha FMC Share for the three-month period ended 30 April 2024
(being the last Business Day before the date of the commencement of the Offer
Period);
· the Acquisition implies a multiple of approximately 15.3
times Alpha FMC's pre-IFRS 16 adjusted EBITDA for the twelve months ended 31
March 2024 of £39.9 million, and a multiple of approximately 14.5 times Alpha
FMC's post-IFRS 16 adjusted EBITDA for the twelve months ended 31 March 2024
of £42.2 million;
· the global consulting market has seen a lengthening sales
cycle and increased competition as a result of overcapacity, and there remains
uncertainty as the supply and demand dynamics continue to rebalance;
· Alpha FMC's long-term trading performance and growth
prospects have not, in the view of the Alpha FMC Board, been appropriately
reflected in the recent price and valuation of Alpha FMC Shares;
· raising capital from the public markets at the current
valuation of Alpha FMC Shares to fund future acquisitions would dilute the
Alpha FMC Group's return on investment;
· the significant volatility in the Alpha FMC Group's share
price and the Alpha FMC Group's de-rating, together with the significant
constraints imposed by the public capital markets on current and future
employee incentivisation structures, has reduced the value of Alpha FMC's
equity incentivisation as a means to attract, retain and incentivise key
employees;
· the certainty of the Acquisition should be weighed
against the inherent uncertainty of the delivery of future value that exists
in the business; and
· the Acquisition delivers more risk-adjusted immediate
cash value to Alpha FMC Shareholders than other options considered by and
currently available to Alpha FMC.
In considering the Acquisition, the Alpha FMC Independent Directors have also
taken into account Bidco's stated intentions for the business, management and
employees and other stakeholders of Alpha FMC. The Alpha FMC Independent
Directors believe that Bridgepoint is strongly positioned to support Alpha FMC
with the next phase of its growth, providing both access to capital for
further growth and continuity for Alpha FMC's clients, employees and other
stakeholders. In addition, as a private company, Alpha FMC would be better
able to develop its business away from the public market's focus on short term
earnings.
Accordingly, having taken into account all of the above factors, the Alpha FMC
Independent Directors intend to recommend unanimously the Acquisition to the
Alpha FMC Shareholders.
6. Information on Bidco and Bridgepoint
Bidco is a private company limited by shares registered in England and Wales
and incorporated on 23 May 2024 with company number 15736419. Bidco is an
indirect subsidiary of the Bridgepoint Fund. Bidco was formed for purposes of
the Acquisition and has not traded since its date of incorporation, nor has it
entered into any obligations other than in connection with the Acquisition.
The Bridgepoint Fund is managed by BAL, which is a subsidiary of Bridgepoint
Group plc ("Bridgepoint"). Bridgepoint is one of the world's leading quoted
private asset growth investors, specialising in private equity, private credit
and, following the ECP transaction, infrastructure. With €61 billion of
assets under management (pro forma for the ECP transaction) and a strong local
presence in Europe, North America and Asia, Bridgepoint combines global scale
with local market insight and sector expertise.
Bridgepoint has a wealth of experience and a track record of investments in
specialist consultants (such as HKA, FCG, ERM and Analysys Mason), and in end
markets that are relevant to Alpha FMC including asset and wealth management
(such as Quilter Cheviot, Cyrus Conseil and Primonial), insurance (such as
Kereis) and services to alternatives (such as PEI). In addition, Bridgepoint
has significant domain expertise across relevant financial services software
platforms and technology ecosystems (including eFront, Calypso, Kyriba and
Fenergo).
7. Information relating to the Alpha FMC Group
Headquartered in the UK and quoted on AIM, Alpha FMC is a leading global
consultancy to the financial services industry.
Alpha FMC has the largest dedicated team across that industry, with around
1,000 consultants globally, operating from 17 client-facing offices spanning
the UK, North America, Europe and APAC. Alpha FMC supports the client
transformation lifecycle by providing management consulting and complementary
technology services that are highly focused on the industries in which it
operates. Alpha FMC brings together the specialist industry knowledge and deep
expertise to deliver excellence with its global teams and help clients think
smarter and shape their businesses for the future.
Alpha FMC has worked with all of the world's top 20 and 80% of the world's top
50 asset managers by assets under management, along with a wide range of
insurance and other buy-side firms.
In the year ended 31 March 2024, Alpha FMC reported revenue of £235.5 million
(FY23: £228.7 million), post-IFRS 16 adjusted EBITDA of £42.2 million (FY
23: £46.6 million) and adjusted earnings per share of 24.90 pence (FY 23:
29.27 pence).
8. Strategic plans and intentions with regard to management,
employees and places of business
Strategic plans for Alpha FMC
Based on due diligence completed prior to the date of this Announcement, Bidco
believes Alpha FMC's management, competitive position and track record makes
Alpha FMC well positioned to capitalise on market opportunities. The ability
of Alpha FMC's existing management and wider leadership team to create value,
both organically and inorganically, has been particularly impressive. Bidco
looks forward to working with and supporting the management team in pursuit of
its ambition.
In an effort to facilitate Alpha FMC's development and maximise value, Bidco
intends to undertake a business review, leveraging its expertise and the deep
experience of the Alpha FMC management team, in the six months after the
Effective Date. This would include:
· review of competitive market standing and broader
strategic options;
· identification of investment opportunities for driving
growth; and
· review of functions or roles relating to Alpha FMC's
status as an AIM-quoted company which may no longer be required or reduced in
size to reflect Alpha FMC ceasing to be an AIM-quoted company, resulting in
limited headcount reductions.
Potential initiatives to accelerate the growth story could include investing
in existing colleagues and enhancing retention, recruiting talent, scaling
existing businesses and investing in technology investments to improve
productivity and overall client experience. Bidco will also support Alpha FMC
to pursue meaningful acquisitions in core target markets.
Intentions for employees and management
Bidco attaches great importance to the skills, knowledge and expertise of
Alpha FMC's management and employees, and expects that the existing management
and employees of Alpha FMC will be key to the success of Alpha FMC going
forward and will continue to contribute to the long-term success of Alpha FMC.
Bidco believes that it is well positioned to accelerate Alpha FMC's growth and
performance, which will in turn create greater employment opportunities for
existing and future employees over the long term.
Following completion of the Acquisition and once Alpha FMC ceases to be a
quoted company, a limited number of functions and roles may be reduced or
refocused to reflect Alpha FMC's new status as a private company. Bidco
intends for any individuals impacted to be treated in a manner consistent with
applicable law.
The results from the review of the business are uncertain and no firm
decisions have been made in relation to specific actions which may or may not
be taken. However, based on its experience relating to previous transactions,
Bidco does not intend for the review to result in material headcount
reductions other than in relation to quoted company functions.
It is expected that the non-executive directors of Alpha FMC will resign as
directors of Alpha FMC with effect from the Effective Date.
Existing rights and pension schemes
Bidco confirms that, following the Effective Date, the existing contractual
and statutory employment rights, including in relation to pensions, of all
Alpha FMC employees will be fully safeguarded in accordance with applicable
law. Bidco does not intend to make any material change to the conditions of
employment or to the balance of skills and functions of the management and
employees of Alpha FMC. Alpha FMC does not operate or contribute to any
defined benefit pension schemes.
Incentive arrangements
Other than the Rollover Arrangements, Bidco has not entered into, and has not
discussed, any form of incentivisation arrangements with the members of Alpha
FMC's management team or other employees.
Intentions for headquarters, locations, fixed assets and research &
development
Bidco does not intend to make any changes to Alpha FMC's fixed assets or asset
base. Following completion of the Acquisition, Bidco may identify business
divisions within Alpha FMC where investment can be increased, or which may be
prioritised from an investment and management perspective. However, based on
preliminary due diligence to date, Bidco does not expect any material change
to Alpha FMC's headquarters, headquarter functions or places of business.
Alpha FMC does not have a material research and development function and
accordingly Bidco has no plans in this regard.
Trading facilities
Alpha FMC Shares are currently admitted to trading on AIM. It is intended that
dealings in Alpha FMC Shares will be suspended shortly before the Effective
Date at a time to be set out in the Scheme Document. It is further intended
that applications will be made to the London Stock Exchange to cancel trading
in Alpha FMC Shares on AIM with effect shortly following the Effective Date.
None of the statements in this paragraph 8 is a "post-offer undertaking" for
the purposes of Rule 19.5 of the Code.
9. Irrevocable undertakings
Bidco has received irrevocable undertakings to vote in favour (or procure a
vote in favour) of the Scheme at the Court Meeting and the Resolutions
(including the Rule 16.2 Resolution) at the General Meeting from those Alpha
FMC Independent Directors who hold Alpha FMC Shares in respect of their own
beneficial shareholdings, totalling 46,397 Alpha FMC Shares representing
approximately 0.04 per cent. of the issued ordinary share capital of Alpha FMC
as at the Last Practicable Date.
Bidco has also received, pursuant to the Rollover Arrangements, undertakings
to vote in favour of the Special Resolution at the General Meeting from the
Rolling Managers who hold, in aggregate, 3,471,927 Alpha FMC Shares
representing approximately 2.85 per cent. of the issued ordinary share capital
of Alpha FMC as at the Last Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this Announcement.
10. Rollover Arrangements
The Rolling Managers comprise two discrete groups, separated according to the
amount to be rolled over or reinvested by each of them (as applicable)
pursuant to the Rollover Arrangements as a percentage (the "Relevant
Percentage") of the proceeds that they would be entitled to receive in respect
of their Alpha FMC Shares and options in cash at the Final Offer Price, net of
estimated tax (with effective tax rates varying between 10 per cent. and 70
per cent. depending on the nature of the instruments held and the tax
residency of the Rolling Manager) ("Net Proceeds"). These groups are:
Group 1 - 50% rollover ("Group 1"): Rolling Managers in Group 1 will roll over
or reinvest in Topco Management Securities an amount equal to 50 per cent. of
their respective Net Proceeds. There are 94 Group 1 Rolling Managers who
currently hold in aggregate 1,562,000 Alpha FMC Shares and 6,030,173 options
over Alpha FMC Shares granted under the Alpha FMC Share Plans, which represent
in aggregate, 6.12 per cent. of the fully diluted share capital of Alpha FMC.
Group 2 - 24% to 40% rollover ("Group 2"): Rolling Managers in Group 2 will
roll over or reinvest in Topco Management Securities an amount equal to
between 24.1 per cent. and 40 per cent. of their respective Net Proceeds.
There are 4 Group 2 Rolling Managers, who hold currently Alpha FMC Shares and
options granted under the Alpha FMC Share Plans as follows:
Rolling Manager Relevant Percentage (%) Number of Alpha FMC Shares held Number of options over Alpha FMC Shares held Percentage of Alpha FMC's fully diluted share capital represented by Alpha FMC
Shares and options held (%)
Luc Baqué 40.0 1,223,114 638,673 1.50
John Paton 34.5 121,102 287,398 0.33
Group 2 Rolling Manager 3 24.1 308,563 202,552 0.41
Group 2 Rolling Manager 4 40.0 257,148 97,653 0.29
TOTAL - 1,909,927 1,226,276 2.53
The Group 2 Rolling Managers are rolling over or reinvesting a different
percentage of their Alpha FMC Shares compared to the Group 1 Rolling Managers
for several reasons, including (i) the total financial value of their rollover
or reinvestment compared to the Group 1 Rolling Managers (particularly when
considered as a multiple of salary), (ii) their mix of Alpha FMC Shares being
more weighted towards historic holdings of ordinary equity versus more recent
awards under the Alpha FMC Share Plans, and taking into account shares
disposed of since the time of Alpha FMC's admission to AIM, and (iii) the
respective stages of their careers.
Rollover and Reinvestment Deed
The Rolling Managers have entered into a Rollover and Reinvestment Deed under
which, among other things, Bidco or Topco will acquire all of the Alpha FMC
Shares held by the relevant Rolling Managers in exchange for either cash, or a
combination of cash and Bidco Rollover Notes or Topco Management Securities,
as further described below. The Alpha FMC Shares which are subject to the
Rollover and Reinvestment Deed are excluded from the Scheme, and the Rolling
Managers who enter into the Rollover and Reinvestment Deed will not be
entitled to vote at the Court Meeting.
Under the terms of the Rollover and Reinvestment Deed, there are three classes
of Rolling Managers, each of whom has agreed to exchange or contribute (as
applicable) a portion of their Alpha FMC Shares or a portion of their proceeds
from the transfer of their Alpha FMC Shares pursuant to the Rollover and
Reinvestment Deed for, as applicable, Bidco Rollover Notes or Topco Management
Securities:
· Rollup Managers: Rolling Managers who will exchange the
Relevant Percentage of their Alpha FMC Shares for Bidco Rollover Notes, with
the proceeds for their remaining Alpha FMC Shares to be paid in cash at the
Final Offer Price.
· Reinvesting Managers: Rolling Managers who will sell
their Alpha FMC Shares for cash at the Final Offer Price and who have agreed
to reinvest the Relevant Percentage of such proceeds for Topco Management
Securities.
· Rolldown Managers: Rolling Managers who will contribute
the Relevant Percentage of their Alpha FMC Shares for Topco Management
Securities, with the proceeds for their remaining Alpha FMC Shares to be paid
in cash at the Final Offer Price.
In respect of the Rollup Managers, the Rollover and Reinvestment Deed will
provide for the exchange of their Bidco Rollover Notes for Midco 3 Rollover
Notes, followed by the exchange of their Midco 3 Rollover Notes for Midco 2
Rollover Notes, followed by the exchange of their Midco 2 Rollover Notes for
Midco 1 Rollover Notes, followed by the exchange of their Midco 1 Rollover
Notes for Topco Management Securities, in each case, by operation of mutual
put and/or call options.
In respect of the Reinvesting Managers, the Rollover and Reinvestment Deed
will provide for the Reinvesting Managers to reinvest a portion of the cash
proceeds received by them for the transfer of their Alpha FMC Shares to Bidco
in exchange for Topco Management Securities.
The Rolling Managers, Topco and Bidco have agreed the principal terms on which
the Rolling Managers will hold securities in Topco, and these terms are set
out in the Rollover and Reinvestment Deed (the key terms of which are
summarised in Appendix 4 to this Announcement).
The Rollover and Reinvestment Deed includes undertakings to, among other
things: (i) vote in favour of the Special Resolution at the General Meeting;
(ii) not sell, transfer, charge, encumber, pledge or grant any option over or
otherwise dispose of the Rolling Managers' respective Alpha FMC Shares other
than pursuant to the Rollover and Reinvestment Deed; (iii) not accept and/or
not vote in favour of any competing scheme of arrangement or any other offer
or similar transaction in respect of any of their Alpha FMC Shares which might
frustrate the Acquisition or any part of it; and (iv) not to enter into any
agreement or arrangement to participate in the capital of any person in
connection with or following any transaction relating to Alpha FMC or its
assets or any arrangement which would fall under Rule 16.2(c) of the Code
(subject to certain exceptions). Further details of these undertakings are set
out in Appendix 3 to this Announcement.
Rule 16.2 Resolution
Other than the Rollover Arrangements and the irrevocable undertakings referred
to in paragraph 9 above, currently there are no arrangements or understandings
between Bidco and/or any person acting in concert with Bidco and the
management or directors of Alpha FMC having any connection with or dependence
upon the Acquisition.
The Alpha FMC Independent Shareholders will be asked at the General Meeting to
approve the Rollover Arrangements by voting in favour of the Rule 16.2
Resolution. Pursuant to Rule 16.2 of the Code, neither the Rolling Managers
nor their connected persons nor any person holding Alpha FMC Shares on behalf
of Rolling Managers and/or any of their connected persons will be entitled to
vote on the Rule 16.2 Resolution, and voting on the Rule 16.2 Resolution will
be by way of a poll.
The passing of the Rule 16.2 Resolution is a condition to the Acquisition
becoming Effective.
The Alpha FMC Independent Directors intend to recommend unanimously that the
Alpha FMC Independent Shareholders vote in favour of the Rule 16.2 Resolution
at the General Meeting. As required by, and solely for the purposes of, Rule
16.2 of the Code, Investec (as defined below) (in its capacity as independent
adviser to Alpha FMC for the purposes of Rule 3 of the Code) has reviewed the
terms of the Rollover Arrangements and considers that the terms of the
Rollover Arrangements are fair and reasonable, so far as the Alpha FMC
Independent Shareholders are concerned. In forming this view, Investec has
taken into account the commercial assessments of the Alpha FMC Independent
Directors.
As part of the Rollover Arrangements, subject to receipt of invoices, Bidco
will pay for the Rolling Managers' reasonable third party fees incurred in
relation to the Rollover Arrangements, up to a maximum aggregate amount of
£700,000 plus value-added tax (but inclusive of any other relevant taxes) and
disbursements.
Further details of the terms of the Rollover Arrangements will be set out in
the Scheme Document.
11. Financing of the Acquisition
The Bridgepoint Fund has committed, on certain funds terms, to make indirect
capital contributions to Bidco to finance the entire cash consideration
payable to Scheme Shareholders under the terms of the Acquisition. Jefferies,
as financial adviser to Bidco, is satisfied that sufficient resources are
available to Bidco to satisfy in full the cash consideration payable to Scheme
Shareholders pursuant to the terms of the Acquisition.
Bidco has also obtained a signed commitment letter from certain lenders in
respect of debt financing which may be used towards, inter alia: (i) financing
part of the consideration paid or payable under the terms of the Acquisition;
(ii) refinancing any existing indebtedness of Alpha FMC and certain members of
the Alpha FMC Group; and (iii) financing or refinancing any fees, costs and
expenses related to or incurred or charged in connection with the Acquisition
and/or its financing.
12. Offer‑related arrangements
Confidentiality Agreement
BAL, acting as manager for and on behalf of the Bridgepoint Fund, and Alpha
FMC entered into a confidentiality agreement dated 20 March 2024 (the
"Confidentiality Agreement") pursuant to which BAL has undertaken to keep
certain information relating to the Acquisition and to Alpha FMC confidential
and not to disclose such information to third parties except to certain
permitted disclosees for the purposes of evaluating the Acquisition or as
permitted in writing by Alpha FMC unless or if required by applicable laws or
regulations. The confidentiality obligations of BAL under the Confidentiality
Agreement shall terminate on the date falling 18 months after the date of the
Confidentiality Agreement.
Co-operation Agreement
Bidco and Alpha FMC entered into a co-operation agreement dated 20 June 2024
(the "Co-operation Agreement") pursuant to which, amongst other things: (i)
Bidco has agreed to provide Alpha FMC with certain information for the
purposes of the Scheme Document and to otherwise assist with the preparation
of the Scheme Document; (ii) Bidco has agreed to certain provisions if the
Scheme should switch to a Takeover Offer; and (iii) each of Bidco and Alpha
FMC has agreed to take certain actions to implement certain proposals in
relation to the Alpha FMC Share Plans.
The Co-operation Agreement will terminate, inter alia: (a) if agreed in
writing between Bidco and Alpha FMC; (b) if prior to the Long Stop Date any
Condition becomes incapable of satisfaction; (c) if the Alpha FMC Independent
Directors withdraw their recommendation of the Acquisition or if the Alpha FMC
Independent Directors recommend a competing proposal; (d) if the Acquisition
is withdrawn or lapses; or (e) if the Scheme does not become Effective in
accordance with its terms by the Long Stop Date.
13. Alpha FMC Share Plans
Participants in the Alpha FMC Share Plans shall be contacted regarding the
effect of the Acquisition on their rights under the Alpha FMC Share Plans and
appropriate proposals will be made to such participants in due course. Details
of these proposals will be set out in the Scheme Document and separate Rule 15
proposal documents.
14. Structure of and conditions to the Acquisition
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act,
although Bidco reserves the right to implement the Acquisition by means of a
Takeover Offer. The purpose of the Scheme is (taken together with the Rollover
Arrangements) to provide for Bidco to become the owner of the entire issued
and to be issued ordinary share capital of Alpha FMC. The Scheme is an
arrangement between Alpha FMC and the Scheme Shareholders and is subject to
the approval of the Court. The procedure involves, among other things, an
application by Alpha FMC to the Court to sanction the Scheme, in consideration
for which Scheme Shareholders will receive cash on the basis described in
paragraph 2 of this Announcement.
On the Scheme becoming Effective: (i) it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting and the General Meeting (and if they attended and voted, whether
or not they voted in favour); and (ii) share certificates in respect of
Scheme Shares will cease to be valid and should be destroyed and entitlements
to Scheme Shares held within the CREST system will be cancelled. The
consideration payable under the Scheme will be dispatched to Scheme
Shareholders by Bidco no later than 14 days after the Effective Date.
Any Alpha FMC Shares held by Scheme Shareholders issued before the Scheme
Record Time will be subject to the terms of the Scheme. The Special Resolution
to be proposed at the General Meeting will, among other matters, provide that
the articles of association of Alpha FMC (the "Alpha FMC Articles") be amended
to incorporate provisions requiring any Alpha FMC Shares issued after the
Scheme Record Time (other than to Rolling Managers, Bidco and/or its
nominee(s)) to be automatically transferred to Bidco on the same terms as the
Acquisition (other than terms as to timings and formalities). The provisions
of the Alpha FMC Articles (as amended) will avoid any person (other than
Rolling Managers, Bidco and/or its nominee(s)) holding ordinary shares in the
capital of Alpha FMC after the Effective Date.
The Acquisition is subject to a number of Conditions and certain further terms
set out in Appendix 1 to this Announcement and to the full terms and
conditions to be set out in the Scheme Document, including, among other
things:
· the approval of the Scheme by a majority in number of the
Scheme Shareholders, representing not less than 75 per cent. in value of the
Scheme Shares held by those Scheme Shareholders, in each case, present and
voting, either in person or by proxy, at the Court Meeting;
· the passing of the Rule 16.2 Resolution by the Alpha FMC
Independent Shareholders representing a simple majority of the votes cast on
that resolution at the General Meeting;
· the passing of the Special Resolution by no less than the
requisite 75 per cent. majority at the General Meeting; and
· the Scheme being sanctioned by the Court (without
modification, or with modification on terms agreed by Bidco and Alpha FMC) and
an office copy of the Court Order being delivered to the Registrar of
Companies.
Alpha FMC Shares held by Rolling Managers are not subject to the Scheme. The
Rolling Managers are not eligible to vote at the Court Meeting or to vote on
the Rule 16.2 Resolution at the General Meeting.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and General Meeting, together
with Forms of Proxy, will be posted to Alpha FMC Shareholders within 28 days
of the date of this Announcement (unless a later date is agreed between Bidco,
Alpha FMC and the Panel). Subject to the satisfaction or waiver of all
relevant conditions, including the Conditions, and certain further terms set
out in Appendix 1 to this Announcement and to be set out in the Scheme
Document, and subject to the approval and availability of the Court, it is
expected that the Scheme will become Effective in Q3 2024.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Code, the Panel, the AIM Rules, the London Stock Exchange,
the Court and the FCA.
15. Cancellation of admission to listing and re-registration as a
private company
It is intended that dealings in, and registration of transfers of, Alpha FMC
Shares on AIM will be suspended shortly before the Effective Date at a time to
be set out in the Scheme Document. It is further intended that applications
will be made to the London Stock Exchange to cancel trading in Alpha FMC
Shares on AIM with effect shortly following the Effective Date.
On the Effective Date, entitlements to Alpha FMC Shares held within the CREST
system will be cancelled, and share certificates in respect of Alpha FMC
Shares will cease to be valid.
On the Effective Date, Alpha FMC will become a subsidiary of Bidco, and an
intermediate holding company in the Wider Bidco Group. It is intended that,
following the Effective Date, Alpha FMC will be re-registered as a private
limited company.
16. Interests in Alpha FMC Shares
As at the close of business on the Last Practicable Date, Euan Fraser, who is
a senior commercial adviser to Bidco and is presumed to be acting in concert
with Bidco under the Code, was:
(a) the registered holder of 615,637 Alpha FMC Shares,
representing approximately 0.50 per cent. of Alpha FMC's issued ordinary share
capital;
(b) the holder of unvested options (vesting in July 2024) to
subscribe for 239,735 Alpha FMC Shares; and
(c) the holder of unvested options (vesting in July 2025) to
subscribe for 209,000 Alpha FMC Shares.
As at close of business on the Last Practicable Date, save for: (i) the
disclosures in this paragraph 16; (ii) the irrevocable undertakings referred
to in paragraph 9 above; and (iii) the Rollover Arrangements, neither Bidco,
nor any of the Bidco Directors, nor any member of the Bidco Group, nor, so far
as the Bidco Directors are aware, any person acting in concert with Bidco for
the purposes of the Acquisition, had:
(A) any interest in, or right to subscribe for, any relevant
securities of Alpha FMC;
(B) any short position in (whether conditional or absolute and
whether in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any relevant
securities of Alpha FMC;
(C) procured an irrevocable commitment or letter of intent to
accept the terms of the Acquisition in respect of relevant securities of Alpha
FMC;
(D) borrowed or lent, or entered into any financial collateral
arrangements in respect of, any relevant securities of Alpha FMC; or
(E) entered into any Dealing Arrangement in respect of any
relevant securities of Alpha FMC.
17. Overseas Shareholders
The availability of the Acquisition and the distribution of this Announcement
to Alpha FMC Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdiction in which they are located.
Such persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Alpha FMC Shareholders who are
in any doubt regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.
This Announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. Alpha FMC Shareholders
are advised to read carefully the Scheme Document and related Forms of Proxy
once these have been dispatched.
18. Documents available on website
Copies of the following documents will be available on Bidco's website at
www.bridgepoint.eu/offer-for-alphafmc and on Alpha FMC's website at
www.alphafmc.com, respectively, subject to certain restrictions relating to
persons residing in Restricted Jurisdictions from no later than 12 noon on the
Business Day following the date of this Announcement until the end of the
Offer Period:
(a) this Announcement;
(b) the irrevocable undertakings described in Appendix 3 to this
Announcement;
(c) the Confidentiality Agreement;
(d) the Co-operation Agreement;
(e) the documents relating to the Rollover Arrangements;
(f) the documents relating to the financing of the Acquisition;
and
(g) the consent letters from Alpha FMC's and Bidco's financial
advisers to being named in this Announcement.
Neither the content of the websites referred to in this Announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this Announcement.
19. Reserving the right to proceed by way of a Takeover Offer
Subject to the terms of the Co-operation Agreement, and obtaining the consent
of the Panel, Bidco reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme.
In such event, such Takeover Offer will be implemented on the same terms and
conditions, so far as applicable, as those which would apply to the Scheme
subject to appropriate amendments to reflect the change in method of effecting
the Takeover Offer, including (without limitation) the inclusion of an
acceptance condition set at 90 per cent. of Alpha FMC Shares to which the
Takeover Offer relates, (or such lesser percentage as may be agreed after
consultation with the Panel (if necessary), being in any case more than 50 per
cent. of the voting rights normally exercisable at a general meeting of Alpha
FMC, including, for this purpose, any such voting rights attaching to Alpha
FMC Shares that are issued before the Takeover Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise).
20. General
The Acquisition will be subject to the Conditions and other terms set out in
Appendix 1 to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. The Scheme Document will be dispatched
to Alpha FMC Shareholders within 28 days of the date of this Announcement
(unless a later date is agreed between Bidco, Alpha FMC and the Panel).
In deciding whether or not to vote or procure votes in favour of the Scheme at
the Court Meeting or to vote or procure votes in favour of the Resolutions at
the General Meeting, Alpha FMC Shareholders should rely on the information
contained, and follow the procedures described, in the Scheme Document.
Investec, Berenberg, Jefferies and Peel Hunt have each given and not withdrawn
their consent to the publication of this Announcement with the inclusion in
this Announcement of the references to their names in the form and context in
which they appear.
The bases and sources for certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. Details of
irrevocable undertakings received by Bidco are set out in Appendix 3. A
summary of the key terms of certain securities in Topco is set out in Appendix
4. The defined terms used in this Announcement are set out in Appendix 5.
Enquiries:
Bridgepoint and Bidco Tel: +44 (0) 20 7034 3500
Christian Jones
James Murray
Jefferies (Lead Financial Adviser to Bridgepoint and Bidco) Tel: +44 (0) 20 7029 8000
Philip Noblet
James Umbers
Daniel Frommelt
Harry Bourne
Peel Hunt (Financial Adviser to Bridgepoint and Bidco) Tel: +44 (0)20 7418 8900
Mark Barrow
Andrew Buchanan
Michael Nicholson
Marc Jones
FGS Global (PR Adviser to Bridgepoint and Bidco) Tel: +44 (0) 20 7073 6324
James Murgatroyd
Anjali Unnikrishnan
Anna Tabor
Alpha FMC
Luc Baqué (Chief Executive Officer) Tel: +44 (0)20 7796 9300
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
Tel: +44 (0)20 3757 4980
Camarco - Financial PR
Ed Gascoigne-Pees
Phoebe Pugh
Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint
and Bidco. Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC.
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser to Bridgepoint
and Bidco and no one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than Bridgepoint and
Bidco for providing the protections offered to clients of Jefferies or for
providing advice in connection with any matter referred to in this
Announcement. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement
contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for Bridgepoint and Bidco and no
one else in connection with the Acquisition and neither Peel Hunt nor any of
its affiliates will be responsible to anyone other than Bridgepoint and Bidco
(whether or not a recipient of this Announcement) for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
relation to the Acquisition or any other matter or arrangement referred to in
this Announcement.
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 Announcement or any
matter referred to in this Announcement. 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 Announcement, 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 Announcement 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
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 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 will be contained in the Scheme Document.
Additional information for U.S. investors
The Acquisition relates to an offer for the 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, 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 to comply with Rule 2.11(c) of 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 and on Alpha FMC's website at
www.alphafmc.com 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 03707 020 003
within the United Kingdom or on +44 (0) 370 702 0003 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.
Appendix 1
CONDITIONS TO AND FURTHER TERMS OF THE ACQUISITION
The Acquisition will be subject to the terms and conditions set out in this
Appendix 1 and in the Scheme Document.
Part 1
CONDITIONS TO THE ACQUISITION
1. The Acquisition will be conditional on the Scheme becoming
unconditional and becoming Effective, subject to the Code, by no later than
11.59 p.m. (London time) on the Long Stop Date.
2. Scheme approval
The Scheme will be subject to the following conditions:
(a) (i) its approval by a majority in number
representing not less than 75 per cent. in value of the Scheme Shareholders,
in each case present, entitled to vote and voting, either in person or by
proxy, at the Court Meeting or at any separate class meeting which may be
required by the Court (as applicable) or at any adjournment of any such
meeting; and
(ii) the Court Meeting and any separate class meeting which may
be required by the Court (or any adjournment of any such meeting) being held
on or before the 22nd day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date (A) as Bidco
and Alpha FMC may agree or (B) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case, if so
required, the Court may allow);
(b) (i) the Special Resolution being duly passed
by the requisite majority or majorities at the General Meeting; and
(ii) the General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date (A) as Bidco and Alpha FMC may
agree or (B) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel, and in each case, if so required, the Court may
allow); and
(c) (i) the sanction of the Scheme by the Court
with or without modification (but subject to any such modification being
acceptable to Bidco and Alpha FMC); and
(ii) the Sanction Hearing being held on or before the 22nd day
after the expected date of the Sanction Hearing to be set out in the Scheme
Document in due course (or such later date (A) as Bidco and Alpha FMC may
agree or (B) (in a competitive situation) as may be specified by Bidco with
the consent of the Panel, and in each case, if so required, the Court may
allow).
In addition, Bidco and Alpha FMC have agreed that, subject as stated in Part 2
below and to the requirements of the Panel the Acquisition will be conditional
on the following Conditions and, accordingly, the necessary actions to make
the Scheme Effective will not be taken unless the following Conditions (as
amended if appropriate) have been satisfied or, where relevant, waived:
3. Rule 16.2 Resolution
the Rule 16.2 Resolution being duly passed by the requisite majority of Alpha
FMC Independent Shareholders at the General Meeting;
4. Antitrust and/or regulatory clearances and Third Party
approvals
(a) the waiver (or non-exercise within any applicable time
limits) by any Relevant Authority or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, Alpha FMC by Bidco or any member of the Wider
Bidco Group;
(b) all necessary filings or applications having been made in
connection with the Acquisition and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Acquisition
or the acquisition by any member of the Wider Bidco Group of any shares or
other securities in, or control of, Alpha FMC and all authorisations, orders,
grants, recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals deemed necessary or
appropriate by Bidco or any member of the Wider Bidco Group for or in respect
of the Acquisition including, without limitation, its implementation and
financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, Alpha FMC or any member of the Wider Alpha
FMC Group by any member of the Wider Bidco Group having been obtained in terms
and in a form satisfactory to Bidco from all appropriate Third Parties or
persons with whom any member of the Wider Alpha FMC Group has entered into
contractual arrangements and all such authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals deemed necessary or appropriate to carry
on the business of any member of the Wider Alpha FMC Group which are material
in the context of the Bidco Group or the Alpha FMC Group as a whole or for or
in respect of the Acquisition, including (without limitation) its
implementation or financing remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same at the
time at which the Acquisition becomes otherwise unconditional and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with;
(c) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other steps, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or materially
alter the terms envisaged for any proposed divestiture by any member of the
Wider Bidco Group or any member of the Wider Alpha FMC Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own, control or manage any of their
respective assets or properties or any part thereof which, in any such case,
is material in the context of the Wider Bidco Group or the Wider Alpha FMC
Group in either case taken as a whole;
(ii) require, prevent or delay, or alter the terms envisaged
for, any proposed divestiture by any member of the Wider Bidco Group of any
shares or other securities in Alpha FMC;
(iii) impose any material limitation on, or result in a delay in,
the ability of any member of the Wider Bidco Group directly or indirectly to
acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Alpha FMC Group or the Wider Bidco Group or to exercise
voting or management control over any such member;
(iv) materially adversely limit the ability of any member of the
Wider Bidco Group or of the Wider Alpha FMC Group to conduct, integrate or
co-ordinate its business, or any part of it, with the businesses or any part
of the businesses of any member of the Wider Bidco Group or of the Wider Alpha
FMC Group;
(v) otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Bidco Group or of any member of the Wider
Alpha FMC Group to an extent which is material in the context of the Wider
Bidco Group or the Wider Alpha FMC Group in either case taken as a whole or in
the context of the Acquisition;
(vi) make the Acquisition or its implementation or the acquisition
or proposed acquisition by Bidco or any member of the Wider Bidco Group of any
shares or other securities in, or control of, Alpha FMC void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with
the same, or impose additional conditions or obligations with respect thereto;
(vii) require (save as envisaged in respect of the Acquisition or
sections 974 to 991 (inclusive) of the Companies Act) any member of the Wider
Bidco Group or the Wider Alpha FMC Group to offer to acquire any shares or
other securities (or the equivalent) or interest in any member of the Wider
Alpha FMC Group or the Wider Bidco Group owned by any Third Party;
(viii) impose any limitation on the ability of any member of the Wider
Bidco Group to integrate or co-ordinate its business, or any part of it, with
the businesses or any part of the businesses of any member of the Wider Alpha
FMC Group which is adverse to and material in the context of the Wider Alpha
FMC Group or the Wider Bidco Group, each taken as a whole, or in the context
of the Acquisition; or
(ix) result in any member of the Wider Alpha FMC Group ceasing to
be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Alpha FMC Shares
having expired, lapsed or been terminated;
5. Certain matters arising as a result of any arrangement,
agreement etc.
save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Alpha FMC
Group is a party or by or to which any such member or any of its assets are or
may be bound, entitled or subject, or any circumstance which, in each case as
a consequence of the Acquisition or the proposed acquisition of any shares or
other securities (or equivalent) in Alpha FMC or because of a change in the
control or management of Alpha FMC or otherwise, could or might reasonably be
expected to result in any of the following (in each case, to an extent which
is or would be material and adverse in the context of the Wider Alpha FMC
Group taken as a whole or in the context of the Acquisition):
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder;
(c) any assets or interests of any such member being or failing
to be disposed of or charged or ceasing to be available to any such member or
any right arising under which any such asset or interest could be required to
be disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;
(d) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
(e) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(f) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(g) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(h) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition; or
(i) any requirement on any such member to acquire, subscribe,
pay up or repay any shares or other securities (or the equivalent),
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Alpha FMC Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
paragraphs (a) to (i) of this Condition 5;
6. Certain events occurring since Last Accounts Date
save as Disclosed, no member of the Wider Alpha FMC Group having, since the
Last Accounts Date:
(a) save as between Alpha FMC and wholly owned subsidiaries of
Alpha FMC or for Alpha FMC Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the Alpha FMC Share Plans in the
ordinary course, issued or agreed to issue, authorised or proposed the issue
of additional shares of any class;
(b) save as between Alpha FMC and wholly owned subsidiaries of
Alpha FMC for the grant of options and awards and other rights under the
Scheme Shares in the ordinary course, issued, or agreed to issue, authorised
or proposed the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(c) other than to another member of the Wider Alpha FMC Group,
sold (or agreed to transfer or sell) any shares held in treasury;
(d) other than to another member of the Alpha FMC Group, before
completion of the Acquisition, recommended, declared, paid or made or proposed
to recommend, declare, pay or make any bonus issue, dividend or other
distribution whether payable in cash or otherwise or made any bonus issue;
(e) save for intra-Alpha FMC Group transactions, authorised,
implemented or announced any merger or demerger with any body corporate or
acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset
(including shares and trade investments) or authorised or proposed or
announced any intention to propose any merger, demerger, acquisition or
disposal, transfer, mortgage, charge or security interest, in each case, other
than in the ordinary course of business and, in each case, to the extent which
is material in the context of the Wider Alpha FMC Group taken as a whole or in
the context of the Acquisition;
(f) save for intra-Alpha FMC Group transactions, made or
authorised or proposed or announced an intention to propose any material
change in its loan capital in each case, to the extent material in the context
of the Wider Alpha FMC Group taken as a whole;
(g) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-Alpha FMC Group
transactions or save in the ordinary course of business), incurred or
increased any indebtedness or become subject to any liability (actual or
contingent);
(h) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in paragraph (a) or (b) of this
Condition 6 above, made any other change to any part of its share capital, in
each case, to the extent which is material in the context of the Wider Alpha
FMC Group taken as a whole or in the context of the Acquisition;
(i) except for intra-Alpha FMC Group transactions,
implemented, or authorised, proposed or announced its intention to implement,
any reconstruction, merger, demerger, amalgamation, scheme, commitment or
other transaction or arrangement otherwise than in the ordinary course of
business;
(j) been unable or deemed unable, or admitted in writing that
it is unable, to pay its debts as they fall due or having stopped or suspended
(or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business;
(k) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, manager, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed;
(l) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its indebtedness
or entered into a composition, compromise, assignment or arrangement with any
of its creditors whether by way of a voluntary arrangement, scheme of
arrangement, deed of compromise or otherwise;
(m) waived, settled or compromised any claim (otherwise than in
the ordinary course of business), which is material in the context of the
Wider Alpha FMC Group taken as a whole or in the context of the Acquisition;
(n) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(i) is of a long-term, onerous or unusual nature or magnitude
or which is reasonably likely to involve an obligation of such nature or
magnitude (save in the ordinary course of business); or
(ii) is likely to restrict the business of any member of the
Wider Alpha FMC Group other than of a nature and to an extent which is normal
in the context of the business concerned,
and, in either case, which is or would reasonably be expected to be material
and adverse in the context of the Wider Alpha FMC Group taken as a whole or in
the context of the Acquisition;
(o) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 6;
(p) made any material alteration to its constitutional
documents;
(q) made or agreed or consented to any change to:
(i) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Alpha FMC Group for its
directors or employees or their dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(iv) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made,
in each case, which has an effect that is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the Acquisition;
(r) proposed, agreed to provide or modified the terms of any of
the Alpha FMC Share Plans or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider Alpha FMC Group or which constitutes a
material change to the terms or conditions of employment of any senior
employee of the Wider Alpha FMC Group, save as agreed by the Panel (if
required) and by Bidco, or entered into or changed the terms of any contract
with any director or senior executive;
(s) other than with the consent of Bidco, taken (or agreed or
proposed to take) any action which requires, or would require, the consent of
the Panel or the approval of Alpha FMC Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code; or
(t) entered into or varied in a material way the terms of, any
contract, agreement or arrangement with any of the directors or senior
executives of any member of the Wider Alpha FMC Group;
7. No adverse change, litigation or regulatory enquiry
save as Disclosed, since the Last Accounts Date:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Alpha FMC Group which, in
any such case, is material in the context of the Wider Alpha FMC Group taken
as a whole or in the context of the Acquisition and no circumstances have
arisen which would or might reasonably be expected to result in such adverse
change or deterioration;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Alpha FMC Group is or is
reasonably likely to become a party (whether as a plaintiff, defendant or
otherwise) and no enquiry, review or investigation by, or complaint or
reference to, any Third Party or other investigative body against or in
respect of any member of the Wider Alpha FMC Group having been instituted,
announced, implemented or threatened by or against or remaining outstanding in
respect of any member of the Wider Alpha FMC Group which in any such case has
had or might reasonably be expected to have a material adverse effect on the
Wider Alpha FMC Group taken as a whole or in the context of the Acquisition;
(c) no contingent or other liability of any member of the Wider
Alpha FMC Group having arisen or become apparent to Bidco or increased which
has had or might reasonably be expected to have an adverse effect on the Wider
Alpha FMC Group, taken as a whole or in the context of the Acquisition;
(d) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member by or the
Wider Alpha FMC Group which in any case is material in the context of the
Wider Alpha FMC Group taken as a whole;
(e) no member of the Wider Alpha FMC Group having conducted its
business in breach of any applicable laws and regulations which in any case is
material in the context of the Wider Alpha FMC Group taken as a whole or in
the context of the Acquisition; and
(f) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Alpha FMC Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider Alpha
FMC Group taken as a whole or in the context of the Acquisition;
8. No discovery of certain matters
(a) save as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information
concerning the Wider Alpha FMC Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Alpha FMC
Group is materially misleading, contains a material misrepresentation of fact
or omits to state a fact necessary to make that information not misleading and
which was not subsequently corrected before the date of this Announcement by
disclosure either publicly or otherwise to Bidco or its professional advisers,
in each case, to the extent which is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the Acquisition;
(ii) that any member of the Wider Alpha FMC Group or
partnership, company or other entity in which any member of the Wider Alpha
FMC Group has a significant economic interest and which is not a subsidiary
undertaking of Alpha FMC, is subject to any liability (actual or contingent)
which is not disclosed in the annual report and accounts of Alpha FMC for the
Last Accounts Date, in each case, to the extent which is material in the
context of the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition; or
(iii) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Alpha FMC
Group and which is material in the context of the Wider Alpha FMC Group taken
as a whole or in the context of the Acquisition;
(b) save as Disclosed, Bidco not having discovered that:
(i) any past or present member of the Wider Alpha FMC Group
has failed to comply with any and/or all applicable legislation or regulation,
of any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider Alpha FMC Group and which is material in the context of
the Wider Alpha FMC Group taken as a whole or in the context of the
Acquisition;
(ii) there is, or is likely to be, for any reason whatsoever,
any liability (actual or contingent) of any past or present member of the
Wider Alpha FMC Group to make good, remediate, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider Alpha FMC Group (or on its behalf) or by any person for which a
member of the Wider Alpha FMC Group is or has been responsible, or in which
any such member may have or previously have had or be deemed to have had an
interest, under any environmental legislation, regulation, notice, circular or
order of any Third Party and which is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the Acquisition;
(iii) circumstances exist (whether as a result of the making of
the Acquisition or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider Bidco Group or any
present or past member of the Wider Alpha FMC Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Alpha FMC Group (or on its behalf) or by
any person for which a member of the Wider Alpha FMC Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
Alpha FMC Group taken as a whole or in the context of the Acquisition; or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
Alpha FMC Group which claim or claims would be likely, materially and
adversely, to affect any member of the Wider Alpha FMC Group and which is
material in the context of the Wider Alpha FMC Group taken as a whole or in
the context of the Acquisition; and
9. Anti-corruption, economic sanctions, criminal property and
money laundering
save as Disclosed, Bidco not having discovered that:
(a) (i) any past or present member, director, officer or
employee of the Wider Alpha FMC Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule or regulation concerning improper payments or
kickbacks; or (ii) any person that performs or has performed services for or
on behalf of the Wider Alpha FMC Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977 or any other applicable
anti-corruption or anti-bribery law, rule or regulation or any other
applicable law, rule or regulation concerning improper payments or kickbacks;
(b) any asset of any member of the Wider Alpha FMC Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule or regulation concerning money
laundering or proceeds of crime or any member of the Wider Alpha FMC Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule or regulation concerning money laundering;
(c) any past or present member, director, officer or employee of
the Alpha FMC Group, or any other person for whom any such person may be
liable or responsible, is or has engaged in any conduct which would violate
applicable economic sanctions or dealt with, made any investments in, made any
funds or assets available to or received any funds or assets from:
(i) any government, entity or individual in respect of which
U.S., UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by U.S., UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HMRC;
or
(ii) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, the U.S., the UK or the European
Union or any of its member states;
(d) any past or present member, director, officer or employee of
the Wider Alpha FMC Group, or any other person for whom any such person may be
liable or responsible:
(i) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(ii) has engaged in conduct which would violate any relevant
anti-boycott law, rule or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(iii) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour; or
(iv) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any Relevant Authority or found to have violated
any applicable law, rule or regulation concerning government contracting or
public procurement; or
(e) any member of the Wider Alpha FMC Group is or has been
engaged in any transaction which would cause Bidco to be in breach of any law
or regulation upon its acquisition of Alpha FMC, including but not limited to
the economic sanctions of the United States Office of Foreign Assets Control,
or HMRC or any other Relevant Authority.
Part 2
Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with
the Code, Bidco reserves the right in its sole discretion to waive, in whole
or in part, all or any of the Conditions in Part 1 of this Appendix 1, except
for Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 3, which cannot be waived. The
deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and 2(c)(ii) may be extended
to such later date as Bidco may determine (with the Panel's consent and
approval of the Court, if such consent and/or approval is required). If any of
Conditions 1, 2(a)(ii), 2(b)(ii) and 2(c)(ii) is not satisfied by the relevant
deadline specified in the relevant Condition, Bidco shall make an announcement
by 8.00 a.m. on the Business Day following such deadline confirming whether,
subject to paragraph 3 below, it has invoked the relevant Condition, waived
the relevant deadline or extended the relevant deadline.
2. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as satisfied any
of Conditions 4 to 9 (inclusive) by a date or time earlier than the latest
date and time specified above for the fulfilment of the relevant Condition
notwithstanding that the other Conditions may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such Conditions may not be capable of fulfilment.
3. Subject to paragraph 4 below, under Rule 13.5(a) of the
Code, Bidco may only invoke a Condition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel
will normally only give its consent if the circumstances which give rise to
the right to invoke the Condition are of material significance to Bidco in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
4. Each of Conditions 1, 2 and 3 (and any Takeover Offer
acceptance condition adopted on the basis specified in Part 3 of this Appendix
1) will not be subject to Rule 13.5(a) of the Code.
5. Any Condition that is subject to Rule 13.5(a) of the Code
may be waived by Bidco.
6. The Acquisition will not become Effective unless the
Conditions have been fulfilled or (to the extent capable of waiver) waived or,
where appropriate, have been determined by Bidco to be or remain satisfied by
no later than 11:59 p.m. on the Long Stop Date.
7. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.
8. Save as disclosed in this Announcement, other than the
documentation relating to the financing of the Acquisition, there is no
agreement or arrangement to which Bidco is a party which relates to the
circumstances in which it may or may not invoke a Condition.
Part 3
Implementation by way of Takeover Offer
Subject to obtaining the consent of the Panel and where permitted pursuant to
the terms of the Co-operation Agreement (while the Co-operation Agreement is
continuing), Bidco reserves the right to elect to implement the Acquisition by
way of a Takeover Offer as an alternative to the Scheme. In such event, such
Takeover Offer will be implemented on the same terms and conditions, so far as
applicable, as those which would apply to the Scheme subject to appropriate
amendments to reflect the change in method of effecting the Takeover Offer,
including (without limitation), with the consent of the Panel, the inclusion
of an acceptance condition set at 90 per cent. of Alpha FMC Shares to which
the Takeover Offer relates, (or such lesser percentage as may be agreed after
consultation with the Panel (if necessary)), being in any case more than 50
per cent. of the voting rights normally exercisable at a general meeting of
Alpha FMC.
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.
Part 4
Certain further terms of the Acquisition
1. If Bidco is required by the Panel to make an offer for
Alpha FMC Shares under a mandatory offer for Alpha FMC under Rule 9 of the
Code, Bidco may make such alterations to the above Conditions as are necessary
to comply with Rule 9 of the Code.
2. The availability of the Acquisition to persons not resident
in the UK may be affected by the laws of the relevant jurisdiction. Persons
who are not resident in the UK should inform themselves about, and observe,
any applicable requirements. Alpha FMC Shareholders who are in any doubt about
such matters should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay and observe any applicable
requirements. Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
3. Alpha FMC Shares will be acquired by Bidco fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights or interests whatsoever and
together with all rights existing at the date of this Announcement or
thereafter attaching or accruing thereto, including (without limitation) the
right to receive and retain, in full, all dividends and other distributions
(if any) declared, made or paid or any other return of capital (whether by way
of reduction of share capital, repurchase or redemption or otherwise) made on
or after the date of this Announcement in respect of Alpha FMC Shares.
4. If any dividend, other distribution or return of capital is
announced, declared, made, payable or paid in respect of Alpha FMC Shares on
or after the date of this Announcement and before the Effective Date, Bidco
reserves the right to reduce the consideration payable in respect of each
Alpha FMC Share by the amount of all or part of any such dividend, other
distribution or return of capital, in which case any reference in this
Announcement to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. If Bidco
exercises this right or makes such a reduction in respect of a dividend, other
distribution or return of capital, Alpha FMC Shareholders will be entitled to
receive and retain that dividend, other distribution or return of capital. Any
exercise by Bidco of its rights referred to in this paragraph 4 shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition.
5. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed
by the laws of England and Wales and be subject to the jurisdiction of the
courts of England and Wales. The Acquisition will also be subject to the
Conditions and further terms set out in this Announcement and to be set out in
the Scheme Document and such further terms as may be required to comply with
the AIM Rules and the provisions of the Code. The Acquisition and the Scheme
will comply with the applicable requirements of the FCA, the London Stock
Exchange and the Court, as well as with the Panel and the Code. This
Announcement does not constitute, or form part of, an offer or invitation to
purchase Alpha FMC Shares or any other securities.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this Announcement:
1. As at close of business on the Last Practicable Date:
(a) Alpha FMC had 122,009,736 ordinary shares in issue;
(b) Bidco was the registered holder of no Alpha FMC Shares; and
(c) Euan Fraser, who is presumed to be acting in concert with
Bidco under the Code, was the registered holder of 615,637 Alpha FMC Shares;
and
giving a total number of 121,394,099 Alpha FMC Shares that are not owned by
Bidco or a person acting in concert with Bidco.
2. Alpha FMC does not hold any shares in treasury.
3. Any reference to the entire issued and to be issued
ordinary share capital of Alpha FMC is based on:
(a) 122,009,736 Alpha FMC Shares referred to in paragraph 1
above; less
(b) 7,453,120 Alpha FMC Shares held in Employee Benefit Trust;
plus
(c) 9,406,109 Alpha FMC Shares which may be issued on or after
the date of this Announcement on the exercise of options or vesting of awards
under the Alpha FMC Share Plans.
4. The volume-weighted average prices of an Alpha FMC Share
are derived from data provided by Bloomberg and have been rounded to the
nearest two decimal places.
5. Unless otherwise stated, all prices for Alpha FMC Shares
have been derived from data provided by Bloomberg and represent Closing Prices
on 30 April 2024 (being the last business day before the date of the
commencement of the Offer Period).
6. Certain figures included in this Announcement have been
subject to rounding adjustments.
7. Unless otherwise stated, the balance sheet financial
information relating to Alpha FMC is extracted from its RNS announcement of 20
June 2024 announcing its annual results for the period ended 31 March 2024.
8. The implied enterprise value on a pre-IFRS 16 basis of
£609.1 million is calculated by reference to:
(a) a fully diluted equity value of £626.0 million based on the
issued and to be issued share capital of Alpha FMC as set out in paragraph 3
above; less
(b) cash position of £29.4 million; plus
(c) deferred consideration of £12.5 million, comprising £2.1
million in relation to acquisition of Shoreline and £10.4 million in relation
to acquisition of Lionpoint.
9. The implied enterprise value on post-IFRS 16 basis of
£611.7 million is calculated by reference to:
(a) an enterprise value on a pre-IFRS 16 basis of £609.1
million referred to in paragraph 8 above; plus
(b) lease liabilities of £2.6 million, comprising £1.4 million
in current lease liabilities and £1.1 million in non-current lease
liabilities.
10. Any references to Alpha FMC Adjusted EBITDA on pre-IFRS 16 and
post-IFRS 16 basis is based on:
Post-IFRS 16 Adjusted EBITDA 42.2
IFRS 16 lease adjustment (2.3)
Pre-IFRS 16 Adjusted EBITDA 39.9
where IFRS 16 lease adjustment comprises £2.0 million in lease liability
payments and £0.3 million in interest on lease liabilities.
11. The implied enterprise value multiples in this Announcement
are calculated based on:
Final Offer Price (p) 505.0 505.0
Fully diluted issued share capital 124.0 124.0
Equity value 626.0 626.0
Net debt / (cash) (16.9) (14.3)
EV 609.1 611.7
Adjusted EBITDA FY24 39.9 42.2
EV / EBITDA 15.3x 14.5x
Certain figures included in this Announcement have been subject to rounding
adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Alpha FMC Independent Directors
The following Alpha FMC Independent Directors have each given an irrevocable
undertaking in respect of their own beneficial holdings of Alpha FMC Shares
(or those Alpha FMC Shares over which they have control) to vote (or procure a
vote) in favour of the Resolutions (including the Rule 16.2 Resolution) at the
Alpha FMC Meetings or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept (or procure the acceptance of) such Takeover
Offer:
Name Total number of Percentage of issued ordinary share capital of Alpha FMC (%) as at the Last
Alpha FMC Shares in respect of which undertaking is given as at the Last Practicable Date
Practicable Date
Kenneth Fry 34,090 0.03
Jill May 12,307 0.01
Total 46,397 0.04
The obligations of the Alpha FMC Independent Directors under the irrevocable
undertakings given by them shall lapse and cease to have effect on and from
the earlier of the following occurrences:
(a) Bidco publicly announces, with the consent of the Panel,
that it does not intend to proceed with the Acquisition;
(b) the Acquisition lapses, is withdrawn or otherwise terminates
in accordance with its terms; or
(c) the Scheme has not become Effective before 11.59 p.m. on the
Long Stop Date.
These irrevocable undertakings remain binding in the event a competing offer
is made for Alpha FMC.
2. Rolling Managers
Under the Rollover and Reinvestment Deed, the Rolling Managers have each given
certain undertakings in respect of their own beneficial holdings of Alpha FMC
Shares (or those Alpha FMC Shares over which they have control) to, among
other things: (i) vote in favour of the Special Resolution at the General
Meeting; (ii) not sell, transfer, charge, encumber, pledge or grant any option
over or otherwise dispose of the Rolling Managers' respective Alpha FMC Shares
other than pursuant to the Rollover and Reinvestment Deed; (iii) not accept
and/or not vote in favour of any competing scheme of arrangement or any other
offer or similar transaction in respect of any of their Alpha FMC Shares which
might frustrate the Acquisition or any part of it; and (iv) not enter into any
agreement or arrangement to participate in the capital of any person in
connection with or following any transaction relating to Alpha FMC or its
assets or any arrangement which would fall under Rule 16.2(c) of the Code:
Group of Rolling Managers Total aggregate number of Aggregate percentage of issued ordinary share capital of Alpha FMC (%) as at
Alpha FMC Shares in respect of which undertaking is given as at the Last the Last Practicable Date
Practicable Date
Group 1 Rolling Managers 1,562,000 1.28
Group 2 Rolling Managers 1,909,927 1.57
Total 3,471,927 2.85
These undertakings shall lapse and cease to have effect on and from the
earlier of the following occurrences:
(a) if the Rollover and Reinvestment Deed terminates; or
(b) if a third party other than Bidco announces a firm intention
to make an offer for Alpha FMC under Rule 2.7 of the Code which: (i) is at a
price not less than 530 pence per Alpha FMC Share; and (ii) is recommended
unanimously by the Alpha FMC Directors (or Alpha FMC Independent Directors, as
the case may be) (a "Competing Offer").
In relation to a Competing Offer, Rolling Managers are not restricted from
entering into any undertakings, agreements, arrangements or negotiations to:
(i) sell, transfer or otherwise dispose of any of their Alpha FMC Shares (or
any interest in such Alpha FMC Shares) to the person making the Competing
Offer; (ii) acquire an interest in the capital of the person making the
Competing Offer or any of its affiliates in connection with the Competing
Offer; (iii) vote in favour of any scheme of arrangement of Alpha FMC, or any
Alpha FMC Shareholder resolution, to implement the Competing Offer; or (iv)
accept the Competing Offer, in each case provided that any such undertakings,
agreements or arrangements are conditional on the release of a firm offer
announcement under Rule 2.7 in respect of the Competing Offer.
The Rolling Managers also hold the following options over Alpha FMC Shares
pursuant to the Alpha FMC Share Plans. The obligations under the Rollover and
Reinvestment Deed also extend to any shares acquired by the Rolling Managers
as a result of the vesting of awards or the exercise of options under the
Alpha FMC Share Plans:
Group of Rolling Managers Aggregate total number of Alpha FMC Shares to be acquired by the relevant Aggregate total number of Alpha FMC Shares held by the relevant Rolling Aggregate percentage of fully diluted ordinary share capital of Alpha FMC held
Rolling Managers under the Alpha FMC Share Plans Managers following vesting/exercise of options under the Alpha FMC Share Plans by the relevant Rolling Managers following vesting/exercise of options under
the Alpha FMC Share Plans (%)
Group 1 Rolling Managers 6,030,173 7,592,173 6.12
Group 2 Rolling Managers 1,226,276 3,136,203 2.53
Total 7,256,449 10,728,376 8.65
Appendix 4
Key Terms of Securities in Topco
The equity term sheet scheduled to the Rollover and Reinvestment Deed sets out
the key terms of the Topco Management Securities which Rolling Managers will
hold following completion of the Rollover Arrangements.
The Rolling Managers will hold Topco B Ordinary Shares and Topco Priority
Shares (accruing interest at a daily and annually compounding rate of 12 per
cent. of the issue price) in the capital of Topco and the Bridgepoint Fund
(via a nominee vehicle) will hold A ordinary shares in the capital of Topco
(the Topco A Ordinary Shares) and preferred return instruments to be issued by
Topco or its subsidiaries (the Preferred Return Instruments) which shall rank
pari passu with the Topco Priority Shares. The Topco B Ordinary Shares and
Topco A Ordinary Shares will have the same economic rights, although the Topco
B Ordinary Shares will not carry voting rights. The Rolling Managers will hold
Topco B Ordinary Shares and Topco Priority Shares in the same proportions as
the Bridgepoint Fund holds Topco A Ordinary Shares and Preferred Return
Instruments.
The Rolling Managers will not have a veto right on further funding of Topco or
its subsidiaries, but if the Bridgepoint Fund subscribes for additional
securities, the Rolling Managers will benefit from pro rata pre-emption or
catch-up rights.
The following matters shall require the consent of the Bridgepoint Fund and
the Rolling Managers who hold, at the relevant time, a majority of the Topco B
Ordinary Shares held by all Rolling Managers at the relevant time: (i)
issuances of shares or other securities by any group company other than on a
pre-emptive basis (subject to customary carve-outs typical for a transaction
of this nature); (ii) any return of capital, redemption or buyback of
shareholder instruments or recapitalisation of or by any group company other
than in accordance with the waterfall applicable to Topco; (iii) any capital
reduction otherwise than on a pro rata basis across all classes of ordinary
shares of Topco from time to time or otherwise than in accordance with the
waterfall applicable to Topco; (iv) any dividends or distributions made other
than in accordance with the waterfall applicable to Topco; and (v) entering
into any related party contract with the Bridgepoint Fund and any group
company other than on arm's length terms or in the ordinary course of
business. In addition, any increase of the coupon rate attaching to preferred
return instruments issued by Topco or its subsidiaries shall require the
consent of the Bridgepoint Fund and the consent of the CEO, provided that this
restriction shall not apply to any preferred return instruments issued in
circumstances where the board of Topco reasonably believes that there is (or
is anticipated to be) a breach of financial covenants.
The Topco Management Securities may not be transferred until a sale or listing
of Topco, other than: (i) transfers made in accordance with the leaver, drag
along or tag along provisions (each as set out below); (ii) with the prior
written consent of the Bridgepoint Fund; or (iii) a transfer of up to 50 per
cent. of that Rolling Manager's securities to family members and family trusts
for bona fide tax planning purposes.
Any Rolling Manager who leaves the group before an exit may be required to
sell all or part of that Rolling Shareholder's Topco Priority Shares. The
leaver provisions will not apply to the Topco B Ordinary Shares. There will be
three classes of leavers in relation to the Topco Priority Shares: (i) good
leavers, who may be required to sell their Topco Priority Shares for an amount
equal to the issue price plus accrued but unpaid interest; (ii) bad leavers,
who may be required to sell their Topco Priority Shares for an amount equal to
the issue price plus accrued but unpaid interest at a reduced interest rate of
5 per cent. per annum (as if such reduced interest rate had applied from the
date of issue to the date on which such leaver transfers their Topco Priority
Shares pursuant to the leaver provisions); and (iii) very bad leavers, who may
be required to sell their Topco Priority Shares for an amount equal to the
issue price. If a bad leaver or very bad leaver retains any Topco Priority
Shares, interest on such Topco Priority Shares shall be reduced (with effect
from the date of issue) to, respectively, 5 per cent. per annum or nil.
If the Bridgepoint Fund transfers more than 50 per cent. of its holding of
Topco A Ordinary Shares on arm's length terms to a bona fide third party, the
Bridgepoint Fund will be able to require all other holders of ordinary shares
of Topco to transfer all their shares and other securities on no less
favourable terms.
If the Bridgepoint Fund transfers such number of its securities which results
in: (i) a third party holding more than 50 per cent. of all ordinary shares of
Topco in issue, the Rolling Managers will be able to require that all of their
Topco B Ordinary Shares and Topco Priority Shares also be transferred, except
on an initial public offering, on no less favourable terms; or (ii) a third
party holding less than 50 per cent. of all ordinary shares of Topco in issue,
each other Rolling Manager will be able to require that an equal percentage of
their Topco B Ordinary Shares and Topco Priority Shares also be transferred,
except on an initial public offering, on no less favourable terms.
Appendix 5
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Acquisition" the proposed acquisition by Bidco of the entire issued and to be issued
ordinary share capital of Alpha FMC (other than the Excluded Shares) to be
implemented by means of the Scheme, on the terms and subject to the Conditions
set out in this Announcement and to be set out in the Scheme Document (or,
should Bidco so elect, by means of a Takeover Offer, under certain
circumstances as described in this Announcement);
"AIM Rules" the rules for AIM companies published by the London Stock Exchange from time
to time;
"AIM" the market of that name operated by the London Stock Exchange;
"Alpha FMC" Alpha Financial Markets Consulting plc, a company incorporated in England
& Wales with registered number 09965297;
"Alpha FMC Directors" or "Alpha FMC Board" the directors of Alpha FMC as at the date of this Announcement or, where the
context so requires, the directors of Alpha FMC from time to time;
"Alpha FMC Group" Alpha FMC and its subsidiary undertakings from time to time;
"Alpha FMC Independent Directors" the Alpha FMC Directors other than Luc Baqué and John Paton;
"Alpha FMC Independent Shareholders" the Alpha FMC Shareholders other than the Rolling Managers;
"Alpha FMC Meetings" the Court Meeting and the General Meeting;
"Alpha FMC Share Plans" means:
(i) the Alpha FMC Employee Incentive Plan Part A, originally
adopted on 5 October 2017;
(ii) the Alpha FMC Employee Incentive Plan Part B, originally
adopted on 10 July 2018;
(iii) the Alpha FMC Employee Incentive Plan Part C, originally
adopted on 10 July 2018;
(iv) the Alpha FMC Management Incentive Plan Part A Enterprise
Management Incentive Scheme, originally adopted on 5 October 2017;
(v) the Alpha FMC Management Incentive Plan Part B Joint Share
Ownership Plan originally adopted on 5 October 2017;
(vi) the Alpha FMC Management Incentive Plan Part C Restricted
Stock Unit Plan, originally adopted on 5 October 2017; and
(vii) the Alpha FMC Management Incentive Plan Part D French
Restricted Stock Unit Plan, originally adopted on 5 October 2017;
each as amended from time to time;
"Alpha FMC Shareholders" holders of Alpha FMC Shares;
"Alpha FMC Shares" the ordinary shares of 0.075 pence each in the capital of Alpha FMC;
"Announcement" this announcement;
"BAL" Bridgepoint Advisers Limited, a company incorporated in England & Wales
with registered number 03220373;
"Bidco" Actium Bidco (UK) Limited, a company incorporated in England & Wales with
registered number 15736419;
"Bidco Directors" or "Bidco Board" the directors of Bidco as at the date of this Announcement or, where the
context so requires, the directors of Bidco from time to time;
"Bidco Group" Topco, Midco 1, Midco 2, Midco 3, Bidco and their subsidiary undertakings from
time to time;
"Bidco Rollover Notes" the 12% non-QCB loan notes 2034 to be issued by Bidco pursuant to a loan note
instrument to be entered into by Bidco on or around the Effective Date;
"Bridgepoint" Bridgepoint Group plc, a company incorporated in England & Wales with
registered number 11443992;
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which banks in
London are open for normal business;
"Closing Price" the closing price of an Alpha FMC Share as derived from Bloomberg on any
particular date;
"Code" the Takeover Code issued by the Panel, as amended from time to time;
"Companies Act" the Companies Act 2006, as amended from time to time;
"Condition(s)" the conditions of the Acquisition, as set out in Part 1 of Appendix 1 to this
Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" has the meaning given to it in paragraph 12 of this Announcement;
"Co-operation Agreement" has the meaning given to it in paragraph 12 of this Announcement;
"Court" the High Court of Justice of England and Wales;
"Court Meeting" the meeting or meetings of Scheme Shareholders to be convened by an order of
the Court pursuant to section 896 of the Companies Act, notice of which will
be set out in the Scheme Document, for the purposes of considering, and if
thought fit, approving the Scheme (with or without amendment) and any
adjournment, postponement or reconvention thereof;
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
"CREST" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (including
as it forms part of domestic law of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018), as amended from time to time;
"Dealing Arrangement" an arrangement of the kind referred to in Note 11(a) in the definition of
acting in concert in the Code;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Code containing details of dealings
in relevant securities of a party to an Acquisition;
"Disclosed" the information which has been fairly disclosed by or on behalf of Alpha FMC:
(i) in writing before the date of this Announcement to Bidco
or Bidco's professional advisers (in their capacity as such in relation to the
Acquisition);
(ii) in the Annual Report and Financial Statements of Alpha FMC
for the year ended 31 March 2024;
(iii) in this Announcement; or
(iv) in any other announcement made by Alpha FMC via a Regulatory
Information Service before the date of this Announcement;
"DTRs" the Disclosure Guidance and Transparency Rules of the FCA under FSMA and
contained in the FCA's publication of the same name, as amended from time to
time;
"Effective" in the context of the Acquisition: (a) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (b) if the Acquisition is implemented by way of the Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"Enlarged Group" the enlarged group following the Acquisition comprising the Bidco Group and
the Alpha FMC Group;
"Eurozone" the member states of the European Union that have adopted the euro as their
common currency and sole legal tender;
"Excluded Shares" any Alpha FMC Shares which (if any) are:
(i) beneficially owned by Bidco or any other member of the
Bidco Group;
(ii) beneficially owned by any Rolling Manager; or
(iii) held by Alpha FMC in treasury;
"FCA" the Financial Conduct Authority or its successor from time to time;
"Final Offer Price" has the meaning given to it in paragraph 2 of this Announcement;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which shall accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of Alpha FMC Shareholders to be convened for the purpose
of considering and, if thought fit, approving, the Resolutions, notice of
which shall be contained in the Scheme Document and any adjournment,
postponement or reconvention thereof;
"Group 1" has the meaning given to it in paragraph 10 of this Announcement;
"Group 2" has the meaning given to it in paragraph 10 of this Announcement;
"HMRC" HM Revenue and Customs;
"Last Accounts Date" means 31 March 2024;
"Last Practicable Date" means the Business Day immediately preceding the date of this Announcement;
"London Stock Exchange" the London Stock Exchange plc or its successor;
"Long Stop Date" 20 December 2024 or such later date (if any) as Bidco and Alpha FMC may agree,
with the consent of the Panel, and which (if required) the Court may allow;
"Midco 1" Actium Midco 1 (UK) Limited, a company incorporated in England & Wales
with registered number 15735608;
"Midco 1 Rollover Notes" the 12% non-QCB loan notes 2034 to be issued by Midco 1 pursuant to a loan
note instrument to be entered into by Midco 1 on or around the Effective Date;
"Midco 2" Actium Midco 2 (UK) Limited, a company incorporated in England & Wales
with registered number 15735686;
"Midco 2 Rollover Notes" the 12% non-QCB loan notes 2034 to be issued by Midco 2 pursuant to a loan
note instrument to be entered into by Midco 2 on or around the Effective Date;
"Midco 3" Actium Midco 3 (UK) Limited, a company incorporated in England & Wales
with registered number 15736277;
"Midco 3 Rollover Notes" the 12% non-QCB loan notes 2034 to be issued by Midco 3 pursuant to a loan
note instrument to be entered into by Midco 3 on or around the Effective Date;
"Offer Period" the offer period (as defined by the Code) relating to Alpha FMC, which
commenced on 1 May 2024;
"Opening Position Disclosure" the announcement pursuant to Rule 8 of the Code containing details on
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to an Acquisition;
"Overseas Shareholders" shareholders who are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"QCB" Qualifying Corporate Bond;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Reinvesting Managers" the Rolling Managers who have agreed to exchange their Alpha FMC Shares for
cash at the Final Offer Price, and to invest the Relevant Percentage of the
proceeds in Topco Management Securities;
"Relevant Authority" means any central bank, ministry, governmental, quasigovernmental,
supranational (including the European Union), statutory, regulatory or
investigative body, authority or tribunal (including any national or
supranational antitrust, competition or merger control authority, any sectoral
ministry or regulator and any foreign investment review body), national,
state, municipal or local government (including any subdivision, court,
tribunal, administrative agency or commission or other authority thereof), any
entity owned or controlled by them, any private body exercising any
regulatory, taxing, importing or other authority, any trade agency,
association, institution or professional or environmental body in any
jurisdiction;
"relevant securities" shall be construed in accordance with the Code;
"Resolutions" the Rule 16.2 Resolution and the Special Resolution;
"Restricted Jurisdiction(s)" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to Alpha FMC Shareholders in that
jurisdiction;
"Rolldown Managers" the Rolling Managers who have agreed to exchange the Relevant Percentage of
their Alpha FMC Shares for Topco Management Securities, pursuant to the
Rollover and Reinvestment Deed;
"Rolling Managers" each individual who has adhered to the Rollover and Reinvestment Deed in
accordance with its terms;
"Rollover and Reinvestment Deed" the rollover and reinvestment deed dated on or around the date of this
Announcement and made between Topco, Midco 1, Midco 2, Midco 3 and Bidco and
to which each Rolling Manager has adhered in accordance with its terms on or
before the date of this Announcement;
"Rollover Arrangements" the arrangements described in this Announcement relating to the Rolling
Managers;
"Rollup Managers" the Rolling Managers who have agreed to exchange the Relevant Percentage of
their Alpha FMC Shares for Bidco Loan Notes, pursuant to the Rollover and
Reinvestment Deed;
"Rule 16.2 Resolution" the resolution to be proposed at the General Meeting to approve the Rollover
Arrangements in accordance with Rule 16.2 of the Code;
"Sanction Hearing" the hearing of the Court at which Alpha FMC will seek an order sanctioning the
Scheme pursuant to Part 26 of the Companies Act;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Alpha FMC and the holders of the Scheme Shares in connection with the
Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by Alpha FMC and Bidco;
"Scheme Document" the document to be sent to Alpha FMC Shareholders and persons with information
rights containing, among other things, the Scheme, the full terms and
conditions of the Scheme and notices of the Alpha FMC Meetings and the Forms
of Proxy;
"Scheme Record Time" the time and date to be specified in the Scheme Document, expected to be 6.00
p.m. on the Business Day immediately after the Sanction Hearing;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" Alpha FMC Shares which remain in issue at the Scheme Record Time and are:
(i) in issue as at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document but
before the Voting Record Time; and/or
(iii) (if any) issued on or after the Voting Record Time but
before the Scheme Record Time, either on terms that the original or any
subsequent holders thereof shall be bound by the Scheme or in respect of which
the holders thereof shall have agreed in writing to be bound by the Scheme,
but in each case other than the Excluded Shares;
"SEC" means the United States Securities and Exchange Commission;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of: (a) the total voting rights conferred by the equity share capital
(as defined in section 548 of the Companies Act) of such undertaking; or (b)
the relevant partnership interest;
"Special Resolution" the special resolution proposed at the General Meeting in connection with the
implementation of the Scheme;
"Takeover Offer" if (with the consent of the Panel), Bidco elects to effect the Acquisition by
way of a takeover offer (as defined in Chapter 3 of Part 28 of the Companies
Act), the offer to be made by or on behalf of Bidco to acquire the entire
issued and to be issued ordinary share capital of Alpha FMC on the terms and
subject to the conditions to be set out in the related offer document and,
where the context permits, any subsequent revision, variation, extension or
renewal of such takeover offer;
"Third Party" has the meaning given in Condition 4(a) in Appendix 1 to this Announcement;
"Topco" Actium Topco (UK) Limited, a company incorporated in England & Wales with
registered number 15735478;
"Topco B Ordinary Shares" the B ordinary shares of £0.01 each in the capital of Topco;
"Topco Management Securities" the Topco B Ordinary Shares and Topco Priority Shares;
"Topco Priority Shares" the priority shares of £0.01 each in the capital of Topco;
"U.S." or "United States" the United States of America, its territories and possessions, any state of
the United States and the District of Columbia;
"U.S. Exchange Act" the U.S. Securities Exchange Act of 1934, as amended from time to time, and
the rules and regulations promulgated thereunder;
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland;
"UK Market Abuse Regulation" the Market Abuse Regulation (EU) No 596/2014 as it forms part of the laws of
the United Kingdom from time to time;
"Voting Record Time" the time and date to be specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined;
"Wider Alpha FMC Group" Alpha FMC and its associated undertakings and any other body corporate,
partnership, joint venture or person in which Alpha FMC and all such
undertakings (aggregating their interests) have a Significant Interest;
"Wider Bidco Group" Bidco and its parent undertakings and its and such parent undertakings'
subsidiary undertakings, the Bridgepoint Fund and their respective associated
undertakings, and any other body corporate, partnership, joint venture or
person in which Bidco and all such undertakings (aggregating their interests)
have a Significant Interest;
"€" the lawful currency of the member states of the Eurozone from time to time;
and
"£" or "pence" the lawful currency of the United Kingdom from time to time.
In this Announcement: (a) "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
to them in the Companies Act; and (b) all times are London times, unless
otherwise stated.
1 (#_ftnref1) The statement that the Alpha FMC Group's growth plan has an
ambition to double the size of its business by 2028 is aspirational only and
should not be construed as a profit forecast within the meaning of the Code.
There can be no certainty that Alpha FMC will achieve its ambition, which is
subject to various assumptions, risks and uncertainties which could cause
Alpha FMC's growth to differ materially from its expressed ambition.
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