REG - Alpha Fin. Markets - Results of Sanction Hearing

Alpha Financial Markets ConsultingAnnouncement

15/08/2024 13:15

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RNS Number : 6416A  Alpha Fin Markets Consulting plc  15 August 2024

RNS: Results of Sanction Hearing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

15 AUGUST 2024

RECOMMENDED FINAL 1  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 implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006)

 

Court sanction of the Scheme

On 20 June 2024, the boards of directors of Alpha Financial Markets Consulting
plc ("Alpha FMC") and Actium Bidco (UK) Limited ("Bidco") announced that they
had reached agreement on the terms and conditions of a recommended cash
acquisition by Bidco, an indirect subsidiary of certain funds managed by
Bridgepoint Advisers Limited, of the entire issued and to be issued ordinary
share capital of Alpha FMC (the "Acquisition"). The Acquisition is intended to
be implemented by way of a Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 (the "Scheme"). A circular in relation to the
Acquisition was published by Alpha FMC on 16 July 2024 (the "Scheme
Document"). Capitalised terms in this announcement, unless otherwise defined,
have the same meanings as set out in the Scheme Document and all references to
times in this announcement are to London time unless otherwise stated.

Alpha FMC and Bidco are pleased to announce that the High Court in England and
Wales has today issued the Court Order sanctioning the Scheme.

The Scheme will become Effective upon the delivery of a copy of the Court
Order to the Registrar of Companies for registration, which is expected to
occur on 19 August 2024.

Next Steps

Alpha FMC confirms that the Scheme Record Time will be 6.00 p.m. on 16 August
2024.

A request has been made for the suspension of dealings in Alpha FMC Shares on
AIM with effect from 7:30 a.m. on 19 August 2024. The last day of dealing in
Alpha FMC Shares will therefore be 16 August 2024 and, once suspended, it is
not expected that trading in Alpha FMC Shares will recommence.

It is expected that, subject to the Scheme becoming Effective on 19 August
2024, the cancellation of the admission to trading of Alpha FMC Shares on AIM
will become effective from 7.00 a.m. on 20 August 2024.

A further announcement will be made when the Scheme has become Effective.

If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Alpha FMC Shareholders by announcement
through a Regulatory Information Service, with such announcement being made
available on Bidco's website at www.bridgepoint.eu/offer-for-alphafmc
(http://www.bridgepoint.eu/offer-for-alphafmc) and Alpha FMC's website at
www.alphafmc.com (http://www.alphafmc.com) /investors.

 Alpha FMC

 Luc Baqué (Chief Executive Officer)                                             Tel: +44 (0)20 7796 9300

 John Paton (Chief Financial Officer)

 Georgina Sharley (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

Addleshaw Goddard LLP is acting as legal adviser to Alpha FMC in connection
with the Acquisition.

Important notices relating to financial advisers

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 is 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 contains the full terms and conditions of the
Acquisition, including, if applicable details of how to vote in respect of the
Scheme. Any decision in respect of the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).

This announcement does not constitute a prospectus or a prospectus
exempted document.

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Alpha FMC Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the Court, the London Stock Exchange and the FCA.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Alpha FMC Shareholders in overseas
jurisdictions are contained in the Scheme Document.

Additional information for U.S. investors

The Acquisition relates to shares of a company incorporated in England &
Wales and is being made by means of a scheme of arrangement provided for under
English company law. The Acquisition, implemented by way of a scheme of
arrangement, is not subject to the tender offer rules or the proxy
solicitation rules under the U.S. Exchange Act, as amended. Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
to a scheme of arrangement involving a target company in the UK listed on the
London Stock Exchange, which differ from the disclosure requirements of the
U.S. tender offer and proxy solicitation rules. The financial information with
respect to Bidco included in this announcement and the Scheme Document has
been or will have been prepared in accordance with IFRS and thus may not be
comparable to the financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the U.S. If, in the future, Bidco exercises its right
to implement the Acquisition by way of a Takeover Offer and determines to
extend the Takeover Offer into the U.S., the Acquisition will be made in
compliance with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Alpha FMC's officers and directors reside outside the U.S., and
some or all of its assets are or may be located in jurisdictions outside the
U.S. Therefore, investors may have difficulty effecting service of process
within the U.S. upon those persons or recovering against Alpha FMC or its
officers or directors on judgments of U.S. courts, including judgments based
upon the civil liability provisions of the U.S. federal securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment. It may not be possible to
sue Alpha FMC or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Alpha FMC outside of
the U.S., other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/) .

The receipt of cash pursuant to the Scheme by U.S. Alpha FMC Shareholders as
consideration for the transfer of Alpha FMC Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
Alpha FMC Shareholder (including U.S. Alpha FMC Shareholders) is urged to
consult their independent professional adviser immediately regarding the tax
consequences of the transaction applicable to them.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bridgepoint, Bidco and/or Alpha FMC contain
statements which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or may be deemed
to be, forward-looking statements. Forward-looking statements are prospective
in nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of
Bridgepoint, Bidco and/or Alpha FMC about future events, and are therefore
subject to risks and uncertainties which could cause actual results,
performance or events to differ materially from those expressed or implied by
the forward-looking statements. The forward-looking statements contained in
this announcement include statements relating to the expected effects of the
Acquisition on Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group
and the Enlarged Group, the expected timing and scope of the Acquisition and
other statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of forward-looking
words such as "plans", "expects", "budget", "targets", "aims", "scheduled",
"estimates", "forecast", "intends", "anticipates", "seeks", "prospects",
"potential", "possible", "assume" or "believes", or variations of such words
and phrases or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be achieved.
Neither Bridgepoint, Bidco nor Alpha FMC give any assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risks (known and unknown) and uncertainties (and other
factors that are in many cases beyond the control of Bridgepoint, Bidco and/or
Alpha FMC) because they relate to events and depend on circumstances that may
or may not occur in the future.

There are a number of factors that could affect the future operations of
Bridgepoint, the Wider Bidco Group, the Wider Alpha FMC Group and/or the
Enlarged Group and that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
These factors include the satisfaction (or, where permitted, waiver) of the
Conditions, as well as additional factors, such as: domestic and global
business and economic conditions; the impact of pandemics, asset prices;
market‑related risks such as fluctuations in interest rates and exchange
rates, industry trends, competition, changes in government and regulation,
changes in the policies and actions of governments and/or regulatory
authorities (including changes related to capital and tax), changes in
political and economic stability (including exposures to terrorist activities,
the UK's exit from the European Union, Eurozone instability, disruption in
business operations due to reorganisation activities, interest rate,
inflation, deflation and currency fluctuations), the timing impact and other
uncertainties of future or planned acquisitions or disposals or offers, the
inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Bidco Group to integrate successfully the Alpha FMC Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays (including IT system
failures, cyber-crime, fraud and pension scheme liabilities), or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither Bridgepoint, the Bidco Group nor the Alpha FMC Group,
nor any of their respective members, partners, associates or directors,
officers or advisers, provides any representation, warranty, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur.
Forward-looking statements involve inherent risks and uncertainties. All
forward-looking statements contained in this announcement are expressly
qualified in their entirety by the cautionary statements contained or referred
to in this section. Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations (including under the Code, the UK Market Abuse
Regulation, the AIM Rules and the DTRs), neither Bridgepoint, the Wider Bidco
Group nor the Wider Alpha FMC Group is under or undertakes any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

No profit forecasts or estimates

Nothing in this announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Bidco or Alpha FMC for the current or future financial years, will necessarily
match or exceed the historical published earnings or earnings per share for
Bidco or Alpha FMC, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. on the tenth business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m. on the
tenth business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website
at www.thetakeoverpanel (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.

 

 1  1  The Final Offer Price is final and will not be increased, except that
Bidco reserves the right to increase the Final Offer Price where: (i) there is
an announcement of a possible offer or firm intention to make an offer for
Alpha FMC by any third party; or (ii) the Panel otherwise provides its
consent.

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