Bridgepoint Group Alpha Fin. Markets - Amendment Of Equity Commitment Letter
24/07/2024 11:12
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240724:nRSX6705Xa&default-theme=true
RNS Number : 6705X Bridgepoint Group plc 24 July 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
24 July 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
Amendment of Equity Commitment Letter
On 20 June 2024 the boards of Alpha FMC and Bidco announced (the "Rule 2.7
Announcement"), pursuant to Rule 2.7 of the City Code on Takeovers and Mergers
(the "Code"), that they had agreed the terms of a recommended cash offer to be
made by Bidco for the entire issued and to be issued share capital of Alpha
FMC (the "Acquisition"). On 16 July 2024, the board of Alpha FMC announced
that it had published a circular in relation to the Acquisition (the "Scheme
Document"). Capitalised terms not otherwise defined in this announcement have
the meaning given in, as applicable, the Rule 2.7 Announcement or the Scheme
Document.s
The Rule 2.7 Announcement and Scheme Document stated that Bidco had entered
into an equity commitment letter dated 20 June 2024 made between Bidco and the
Bridgepoint Investors (the "ECL"), pursuant to which, among other things, the
Bridgepoint Investors agreed to provide equity financing to Bidco (whether
directly or indirectly) in order that Bidco can use the funds to finance the
cash consideration payable under the Acquisition.
On 23 July 2024, Bidco and the Bridgepoint Investors entered into a deed of
amendment (the "Deed of Amendment") pursuant to which Bidco and the
Bridgepoint Investors agreed to amend the terms of the ECL. Pursuant to the
Deed of Amendment, each Bridgepoint Investor's Individual Commitment (as
defined in the ECL) set out in the ECL was amended as set out in the Deed of
Amendment.
Copies of the Deed of Amendment and this announcement are available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc
(http://www.bridgepoint.eu/offer-for-alphafmc) . The content of the website
referred to in this announcement is not incorporated into, and does not form
part of, this announcement.
* 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.
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
Allen Overy Shearman Sterling LLP is acting as legal adviser to Bridgepoint
and Bidco.
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.
FURTHER INFORMATION
This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, solicitation, sale, issuance or exchange would be unlawful
prior to the registration or qualification under the laws of such
jurisdiction. The Acquisition will be made solely by means of the Scheme
Document or any document by which the Acquisition is made, which contains the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. 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 other
jurisdictions.
Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END OUPFLFLIDIISFIS