REG - Glantus Holdings PLC - Completion of Acquisition

Glantus HoldingsAnnouncement

18/10/2023 11:00

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RNS Number : 5471Q  Glantus Holdings PLC  18 October 2023

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

FOR IMMEDIATE RELEASE

18 October 2023

RECOMMENDED CASH ACQUISITION

OF

GLANTUS HOLDINGS PLC

BY

GENESIS BIDCO LIMITED

(A NEWLY INCORPORATED PRIVATE LIMITED COMPANY WHOLLY-OWNED BY BASWARE OY)

TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT UNDER CHAPTER 1 OF PART 9
OF THE COMPANIES ACT 2014

Effectiveness of Scheme of Arrangement and completion of Acquisition

On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board of directors
of Glantus Holdings plc ("Glantus" or the "Company") announced that they had
reached agreement on the terms of a recommended all cash offer by Bidco, which
has been unanimously recommended by the Glantus Board and pursuant to which
Bidco, a newly incorporated private limited company wholly-owned by Basware Oy
("Basware"), will acquire the entire issued and to be issued share capital of
Glantus (the "Acquisition"). The Acquisition is to be effected by means of a
High Court of Ireland (the "High Court") sanctioned scheme of arrangement
under Chapter 1 of Part 9 of the Companies Act 2014 (the "Act") (the
"Scheme").

The terms and conditions of the Acquisition were set out in the announcement
on 14 August 2023 and in the circular in relation to the Scheme published on
21 August 2023 (the "Scheme Document").

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document.

Effectiveness of the Scheme

The Boards of Bidco and Glantus are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies, the
Scheme became Effective, today 18 October 2023.

Distribution of cheques and crediting of the Euroclear Bank cash account (who
will reconcile funds and credit the proceeds to its participants) for the cash
consideration paid by Bidco to Scheme Shareholders under the terms of the
Scheme is expected to commence as soon as practicable following the Effective
Date, with the Euroclear Bank cash account expected to be credited on or
before 1 November 2023 and the distribution of cheques expected to be complete
by 1 November 2023. In accordance with the requirements of the Irish Takeover
Rules, all consideration paid by Bidco to Scheme Shareholders under the terms
of the Scheme will be distributed by no later than 1 November 2023.

The cancellation of admission to trading of Glantus Shares on AIM is expected
to occur with effect from 7:00 a.m. on 19 October 2023 (being the first
business day following the Effective Date).

Following the Scheme becoming effective, Glantus confirms, with effect from
the Effective Time, the resignation of Tom Price, Thomas Brooke, Barry
Townsley, Maurice Healy and Geoff Keating as directors of the Company and the
appointment of Jason Kurtz and Martti Nurminen as directors of the Company in
their place.

General

All references in this announcement to times are to London time unless
otherwise stated. The expected timetable of principal events for the
implementation of the Scheme remains as set out in the Scheme Document. The
dates and times given are indicative only and are based on Glantus' current
expectations and may be subject to change (including as a result of changes to
the regulatory timetable). If any of the expected times and/or dates change,
the revised times and/or dates will be notified to Glantus Shareholders by
announcement through a Regulatory Information Service.

Enquiries

 Glantus Holdings
 Maurice Healy, CEO                                                            + 353 862677800

 Shore Capital (Financial Adviser, Nominated Adviser and Broker to Glantus)    + 44 207 408 4090
 Patrick Castle
 Tom Knibbs

 Lucy Bowden

 Yellow Jersey PR (Public Relations Advisor to Glantus)                        +44 7747 788 221
 Charles Goodwin
 Annabelle Wills

 Basware                                                                       + 358 09 879171
 Jason Kurtz, CEO

 Martti Nurminen, CFO

 Rothschild & Co (Financial Advisor to Basware and Bidco)                      +44 20 7280 5000
 Anton Black

 Mitul Manji

 Tom Guinness

Statements required by the Irish Takeover Rules

The Bidco Directors and the Basware Directors accept responsibility for the
information contained in this Announcement other than that relating to
Glantus, the Glantus Group and the Glantus Directors and members of their
immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the Bidco Directors and the Basware
Directors (who, in each case, have taken all reasonable care to ensure that
this is the case), the information contained in this Announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Glantus Directors accept responsibility for the information contained in
this Announcement relating to Glantus, the Glantus Group and the Glantus
Directors and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the Glantus
Directors (who, in each case, have taken all reasonable care to ensure such is
the case), the information contained in this Announcement for which they
accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Shore Capital, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Glantus and no one else in connection with
the Acquisition and other matters referred to in this Announcement and will
not be responsible to anyone other than Glantus for providing the protections
afforded to clients of Shore Capital, or for providing advice in connection
with the Acquisition, the content of this Announcement or any matter or
arrangement referred to herein. Neither Shore Capital nor any of its
subsidiaries or affiliates, directors, officers employees or agents owes or
accepts any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Shore Capital in connection
with this Announcement, the Acquisition, any statement contained herein or
otherwise.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively for Bidco and Basware as financial adviser 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 Bidco and Basware for
providing the protections afforded to clients of Rothschild & Co, or for
providing advice in connection with the Acquisition, the content of this
Announcement or any matter or arrangement referred to herein. Neither
Rothschild & Co nor any of its affiliates or partners, directors, officers
employees or agents owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with this Announcement, the Acquisition, any
statement contained herein or otherwise.

Arthur Cox LLP is acting as legal adviser to Bidco and Basware and DAC
Beachcroft LLP is acting as legal adviser to Glantus.

No Offer or Solicitation

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form any part of any offer or invitation, or the
solicitation of an offer, to purchase or 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, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition will be made
solely by means of the Scheme Document (or, if applicable, the Takeover Offer
Document), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any decision in respect of, or other response to, the Acquisition, should be
made only on the basis of the information contained in the Scheme Document
(or, if applicable, the Takeover Offer Document).

This Announcement does not constitute a prospectus or a prospectus equivalent
document.

Disclosure requirements of the Irish Takeover Rules

Under the provisions of Rule 8.3(a) of the Irish Takeover Rules, any person
who is 'interested' in 1% or more of any class of 'relevant securities' of the
Company must make an 'opening position disclosure' following the commencement
of the 'offer period'. An 'opening position disclosure' must contain the
details contained in Rule 8.6(a) of the Irish Takeover Rules, including, among
other things, details of the person's 'interests' and 'short positions' in any
'relevant securities' of the Company. An 'opening position disclosure' by a
person to whom Rule 8.3(a) applies must be made by no later than 3:30pm.
(GMT+1) on the day falling ten 'business days' following the commencement of
the 'offer period'. Relevant persons who deal in any 'relevant securities'
prior to the deadline for making an 'opening position disclosure' must instead
make a 'dealing' disclosure as described below.

Under the provisions of Rule 8.3(b) of the Irish Takeover Rules, if any person
is, or becomes, 'interested' in 1% or more of any class of 'relevant
securities' of the Company, that person must publicly disclose all 'dealings'
in any 'relevant securities' of the Company during the 'offer period', by not
later than 3:30pm. (GMT+1) on the 'business day' following the date of the
relevant transaction.

If two or more persons co-operate on the basis of any agreement either express
or tacit, either oral or written, to acquire an 'interest' in 'relevant
securities' of the Company or any securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover
Rules.

In addition, any offeror must make an 'opening position disclosure' by no
later 12:00 noon (GMT+1) on the date falling ten 'business days' following the
commencement of the 'offer period' or the announcement that first identifies a
securities exchange offeror, as applicable, and disclose details of any
'dealings' by it or any person 'acting in concert' with it in 'relevant
securities' during the 'offer period', by no later than 12:00 noon (GMT+1) on
the business day following the date of the transaction (see Irish Takeover
Rules 8.1, 8.2 and 8.4).

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie.
(https://url.avanan.click/v2/___http:/www.irishtakeoverpanel.ie/___.YXAxZTpzaG9yZWNhcDphOm86YWE2YzE4ZGM2ZDFhM2YwMjRkZDIxMTgzODA5ZGY1ZjQ6NjpkNzUxOjMwNzk4Mjg0MDE3YjBlNDIxYWMyMDBjNDAyOWMzZGQyNWU4YTYwZmRjMzc1ZDhhNmY0MTI2NmVmMzAwZjM2ZGU6cDpU)

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can
also be found on the Irish Takeover Panel's website. If you are in any doubt
as to whether or not you are required to disclose a dealing under Rule 8,
please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie
(https://url.avanan.click/v2/___http:/www.irishtakeoverpanel.ie/___.YXAxZTpzaG9yZWNhcDphOm86YWE2YzE4ZGM2ZDFhM2YwMjRkZDIxMTgzODA5ZGY1ZjQ6NjpkNzUxOjMwNzk4Mjg0MDE3YjBlNDIxYWMyMDBjNDAyOWMzZGQyNWU4YTYwZmRjMzc1ZDhhNmY0MTI2NmVmMzAwZjM2ZGU6cDpU)
or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

Publication on website

Pursuant to Rule 26.1 of the Irish Takeover Rules, this Announcement will be
made available on Basware's website (https://www.basware.com/
(https://url.avanan.click/v2/___https:/www.basware.com/___.YXAxZTpzaG9yZWNhcDphOm86YWE2YzE4ZGM2ZDFhM2YwMjRkZDIxMTgzODA5ZGY1ZjQ6NjplYTQwOmM3OGZkNjJiOGYzNTgzZjM1ZTQ2Y2QzMmZjMmYxOTViNDQ5ZGEyMTRiNTUzMGMzNGI1MTgxNzBiNTc4MzlmZjE6cDpU)
) and on Glantus' website (https://www.glantus.com/
(https://url.avanan.click/v2/___https:/www.basware.com/___.YXAxZTpzaG9yZWNhcDphOm86YWE2YzE4ZGM2ZDFhM2YwMjRkZDIxMTgzODA5ZGY1ZjQ6NjplYTQwOmM3OGZkNjJiOGYzNTgzZjM1ZTQ2Y2QzMmZjMmYxOTViNDQ5ZGEyMTRiNTUzMGMzNGI1MTgxNzBiNTc4MzlmZjE6cDpU)
) by no later than 12:00 noon (GMT+1) on the 'business day' following this
Announcement.

 

Neither the content of any such website nor the content of any other website
accessible from hyperlinks on such website is incorporated into, or forms part
of, this Announcement.

General

The laws of certain jurisdictions may affect the availability of the
Acquisition to persons who are not resident in Ireland or the United Kingdom.
Persons who are not resident in Ireland or the United Kingdom, or who are
subject to laws of any jurisdiction other than Ireland or the United Kingdom,
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with any applicable legal or
regulatory requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Acquisition disclaim
any responsibility and liability for the violation of such restrictions by any
person.

This Announcement has been prepared for the purpose of complying with the Laws
of Ireland and the Irish Takeover Rules 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 of Ireland.
Unless otherwise determined by Basware and Bidco or required by the Irish
Takeover Rules, and permitted by applicable Law and regulation, the
Acquisition will not be made available directly or indirectly, in, into or
from any Restricted Jurisdiction and no person may vote in favour of the
Acquisition by any use, means, instrumentality or facilities from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the Laws of that jurisdiction.

The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this Announcement and all other documents relating to
the Acquisition are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction. Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, Bidco,
Basware and Glantus disclaim any responsibility or liability for the
violations of any such restrictions by any person.

Overseas Shareholders

The distribution, release or publication of this announcement in or into
certain jurisdictions other than Ireland or the United Kingdom may be
restricted by the laws of those jurisdictions and therefore any persons who
are subject to the laws of any jurisdiction other than Ireland or the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of such jurisdiction. This
announcement is not intended to and does not constitute, or form part of, any
offer to sell or issue or an invitation to purchase or subscribe for any
securities or a solicitation of an offer to buy any securities pursuant to
this announcement or otherwise in any jurisdiction in which such offer or
solicitation is unlawful. This announcement has been prepared for the purposes
of complying with Irish law and the Irish Takeover Rules 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 and regulations of
any jurisdiction outside of Ireland.

 

The attention of Glantus Shareholders who are resident in, or citizens of, or
who have a contractual or legal obligation to forward this announcement to
persons in, Restricted Jurisdictions is drawn to paragraph 13 in Part III
(Explanatory Statement (In Compliance with Section 452 of the Act)) of the
Scheme Document

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