Bridgepoint Group Alpha Fin. Markets - Update On Financing Acquisition Of Alpha FMC
15/07/2024 07:00
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RNS Number : 3127W Bridgepoint Group plc 15 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
15 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
Update on financing
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"). Capitalised terms not otherwise defined in this
announcement have the meaning given in the Rule 2.7 Announcement.
The Rule 2.7 Announcement stated that Bidco had received a signed commitment
letter from certain lenders (the "Financing Commitment Letter") in relation to
the financing of the Acquisition.
On 12 July 2024, Bidco entered into an interim facilities agreement with,
among others, ADS Holdings (Lux) S.à r.l., KKR European Direct Lending
Designated Activity Company, KKR EDL III (EUR) Designated Activity Company,
CVC Credit Partners European Direct Lending III SPV (Unlevered) S.à.r.l., CVC
Credit Partners European Direct Lending III SPV (Levered) S.à.r.l., CVC
Credit Partners European Direct Lending Fund IV SPV (Unlevered) S.à r.l., CVC
Credit Partners European Direct Lending Fund IV SPV (Levered) S.à r.l., CVC
Private Credit Fund (WH) S.à r.l. and CVC Credit Partners Private Credit
2023-1 SPV S.à r.l. (together, the "Interim Lenders") (the "Interim
Facilities Agreement"). The Interim Facilities Agreement reflects the interim
financing terms committed to in the Financing Commitment Letter. A summary of
the terms of the Interim Facilities Agreement is attached as the Appendix to
this announcement.
Copies of the Interim Facilities Agreement, certain related documents and this
announcement will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Bidco's website at
www.bridgepoint.eu/offer-for-alphafmc
(http://www.bridgepoint.eu/offer-for-alphafmc) by no later than 12.00 p.m. on
the business day following the date of this announcement. 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.
APPENDIX
Summary of the Interim Facilities Agreement
On 12 July 2024, Bidco, its two immediate holding companies (Actium Midco 2
(UK) Limited (the "Midco 2") and Actium Midco 3 (UK) Limited ("Midco 3")) and
the Interim Lenders (among others) entered into the Interim Facilities
Agreement (the "Interim Facilities Agreement") pursuant to which the original
interim lenders thereunder (the "Interim Lenders") have made available to
Bidco a £220 million term loan facility (the "Interim Term Facility") and
£50 million multi-currency revolving credit facility (the "Interim Revolving
Facility" and together with the Interim Term Facility, the "Interim
Facilities") as further described below.
In due course, Bidco expects to enter into a senior facilities agreement
("Senior Facilities Agreement") with, among others, the Interim Lenders
(and/or their affiliates and related funds), which will replace the Interim
Facilities Agreement and will also provide for an additional £50 million
multi-currency term facility for future acquisitions and future capital
expenditure.
Purpose
The proceeds of the Interim Facilities are to be applied as follows:
(A) to finance/refinance the consideration payable for the
Acquisition;
(B) the payment of fees, costs and expenses relating to the
Acquisition or any transaction document;
(C) to repay, refinance or acquire existing indebtedness of Alpha FMC
and its subsidiaries or any shareholder indebtedness, including breakage
costs, prepayment premia and hedge close-out costs, and any fees, costs and
expenses of that refinancing or acquisition;
(D) overfunding of cash on the balance sheet of Midco 2 and its
subsidiaries (the "Banking Group");
(E) on lending by Bidco to other members of the Banking Group; and
(F) in respect of the Interim Revolving Facility only (and in addition
to the other purposes above), to finance or refinance the general corporate
purposes and/or working capital requirements of the Banking Group.
Repayment terms - final maturity
The final maturity date of the Interim Facilities is the date which falls 90
days after the date on which Alpha FMC has become a wholly-owned direct
subsidiary of Bidco and all of the consideration payable for the Acquisition
in respect of the shares of Alpha FMC or proposals made or to be made under
Rule 15 of the Code in the United Kingdom in connection with the Acquisition
has been paid in full.
Prepayment and repayment terms - voluntary/mandatory
Bidco may voluntarily cancel and prepay the Interim Facilities in whole or in
part at any time subject to the giving of three business days' prior notice.
Commitments under the Interim Term Facility will be automatically cancelled by
amounts drawn under the core long-term term loan facility in the Senior
Facilities Agreement ("Facility B"), provided that the amount of net cash
proceeds received by the registrar or receiving agent for onward settlement of
the consideration payable for the Acquisition as a result of such drawing is
equal to the amount of net cash proceeds that would have been received had the
drawing been made under the Interim Facilities Agreement instead.
Undrawn commitments under the Interim Revolving Facility will be automatically
cancelled in full on the date on which Facility B has been first utilised
under the Senior Facilities Agreement.
The proceeds of applicable drawings under the Senior Facilities Agreement
shall be applied towards prepaying any loans outstanding under the Interim
Facilities in full.
In addition, prepayment and cancellation rights shall apply (and/or may be
exercised by the applicable lenders) in respect of illegality, change of
control or a sale of all or substantially all of the assets of the Banking
Group.
Interest rates and fees
The rate of interest payable on each loan drawn under the Interim Facilities
is the aggregate of the applicable margin, plus the applicable reference rate
(being term SOFR for USD loans, Euribor for Euro loans and compounded SONIA
for Sterling loans).
Upfront fees, among other fees, are also payable in connection with the
commitments under, and utilisation of, the Interim Facilities.
The margin in respect of Interim Facilities is 5.25% per annum.
Guarantees and security
The Interim Lenders will receive the benefit of guarantees and security in
respect of the Interim Facilities. In particular, Midco 2 and Midco 3 will
each provide a guarantee of Bidco's payment obligations, and Midco 2, Midco 3
and Bidco will each provide English security over shares in certain
subsidiaries, material bank accounts and material intra-group receivables, in
addition to a floating charge, in each case pursuant to a customary English
law debenture (the "Interim Security").
Representations, warranties, undertakings and events of default
The Interim Facilities Agreement will contain representations and warranties,
undertakings and events of default that are customary for a financing of this
nature.
Representations and warranties will be made (subject to various exceptions and
materiality and other thresholds) regarding status, power and authority,
non-conflict with other obligations, binding obligations, validity and
admissibility in evidence and anti-corruption and sanctions.
The Interim Facilities Agreement will also contain operational general
undertakings (subject to various exceptions and materiality and other
thresholds) regarding acquisitions and mergers, negative pledge, financial
indebtedness, disposals, distributions, pari passu ranking of obligations
generally, guarantees, loans out, holding company status and undertakings in
relation to the Scheme and any Takeover Offer.
Events of default (subject to various exceptions, materiality and other
thresholds and grace periods) will consist of non-payment, breach of other
obligations, misrepresentations, invalidity/ illegality/ repudiation/
rescission and certain insolvency events.
Conditions precedent
The conditions precedent to the first utilisation of the Interim Facilities
(both documentary and otherwise) include, among other things, the delivery of
the Interim Security and customary officer's certificates setting out various
confirmations in respect of applicable conditions being satisfied.
The foregoing description is a high-level overview of Interim Facilities
Agreement. As mentioned, it is envisaged that the Senior Facilities
Agreement will replace the Interim Facilities (and which is intended to take
place prior to drawdown of the Interim Facilities and the Scheme becoming
effective).
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