REG - Glantus Holdings PLC - Notice of Court Hearing

Glantus HoldingsAnnouncement

19/09/2023 15:15

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RNS Number : 9629M  Glantus Holdings PLC  19 September 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

19 September 2023

RECOMMENDED CASH ACQUSITION

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

Notice of Court Hearing

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"). It is intended that the Acquisition will be
implemented by means of a High Court sanctioned scheme of arrangement under
Chapter 1 of Part 9 of the Act (the "Scheme").

Notice of Court Hearing

The board of Glantus is pleased to announce that the Irish High Court has
today set the Court Hearing where sanction of the Scheme by the Irish High
Court will be sought for 10 October 2023 at the Four Courts, Inns Quay, Dublin
7, Ireland at 11:00 hours.

Next steps and timetable

The expected timetable of principal events for the implementation of the
Scheme is updated as set out in the appendix below. The dates are indicative
only and are subject to change. The dates will depend, among other things, on
the dates upon which: (i) the Conditions are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the
Court Order is delivered to the Registrar of Companies.

If any of the expected times and/or dates change further, the revised times
and/or dates will be notified by Glantus through a Regulatory Information
Service. Any revisions or changes to these dates and/or times will be
notified in the same way.

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

All references to times are to times in London unless otherwise stated.

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.

Cautionary Statement Regarding Forward-Looking Statements

This Announcement contains certain forward-looking statements with respect to
Bidco, Basware and Glantus. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "believe", "will", "may", "would",
"could" or "should" or other words of similar meaning or the negative thereof.
The expectations and beliefs of Bidco, Basware and Glantus regarding these
matters may not materialise. Actual outcomes and results may differ materially
from those contemplated by these forward looking statements as a result of
uncertainties, risks, and changes in circumstances, including but not limited
to risks and uncertainties related to: the ability of Glantus and Bidco to
consummate the Acquisition in a timely manner or at all; the satisfaction (or
waiver) of any conditions to the consummation of the Acquisition, including
with respect to the approval of Glantus Shareholders and any required
regulatory approvals; potential delays in consummating the Acquisition; the
ability of Glantus and Bidco to timely and successfully achieve the
anticipated strategic benefits or opportunities expected as a result of the
Acquisition; the successful integration of Glantus into the Basware Group
subsequent to Completion and the timing of such integration; the impact of
changes in global, political, economic, business, competitive, market and
regulatory forces; the occurrence of any event, change or other circumstance
or condition that could give rise to the termination of the Transaction
Agreement; adverse effects on the market price of Glantus' securities and on
the Glantus or the Basware Group's operating results because of a failure to
complete the Acquisition; and the effect of the announcement or pendency of
the Acquisition on the Glantus or Basware business relationships, operating
results and business generally; and the costs related to the Acquisition.

These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of any such person, or industry results, to be
materially different from any results, performance or achievements expressed
or implied by such forward-looking statements. These forward-looking
statements are based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which each will
operate in the future. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. All
subsequent oral or written forward-looking statements attributable to Bidco,
Basware or Glantus or any persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Neither Bidco,
the Basware Group nor Glantus undertake any obligation to update publicly or
revise forward-looking or other statements contained in this Announcement,
whether as a result of new information, future events or otherwise, except to
the extent legally required.

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.

No profit forecast, estimate or asset valuations

No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share for Bidco, Basware or Glantus
respectively for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for Bidco,
Basware or Glantus respectively. No statement in this Announcement constitutes
an asset valuation.

Right to switch to a Takeover Offer

Bidco reserves the right to elect, subject to the terms of the Transaction
Agreement, compliance with the Irish Takeover Rules and with the consent of
the Irish Takeover Panel, to implement the Acquisition by way of a Takeover
Offer for the entire issued and to be issued share capital of Glantus as an
alternative to the Scheme. In such an event, the Takeover Offer will be
implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and subject to the
amendments referred to in Appendix I to this Announcement and in the
Transaction Agreement.

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.

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.

The aggregate amount payable to each Glantus Shareholder in accordance with
the Acquisition shall be rounded down to the nearest whole pence value.

Requesting hard copy documents

Any Glantus Shareholder may request a copy of this Announcement or the Scheme
Document in hard copy form by writing to Glantus (Attn: Paula Nolan, Company
Secretary, Glantus Holdings plc, Marina House, Block V, Eastpoint Business
Park, Dublin, D03 AX24, Ireland) or Bidco, (Attn: Genesis Bidco Limited, 10
Earlsfort Terrace, Dublin 2, D02 T380). Any written requests must include the
identity of the Glantus Shareholder and any hard copy documents will be posted
to the address of the Glantus Shareholder provided in the written request. If
you have received this Announcement and/or the Scheme Document in electronic
form, a hard copy of this Announcement and/or the Scheme Document will not be
provided unless such a request is made.

Electronic Communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by Glantus Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Glantus may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 1 of the Irish Takeover Rules to comply with Rule 2.10(b).

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.

APPENDIX

 

Expected Timetable of Principal Events
 
 The following dates are provided by way of indicative guidance only, are subject to change and will depend, amongst other things, on the date on which certain Conditions to the Scheme are satisfied or, if capable of waiver, waived and on the date on which the Court sanctions the Scheme. Please also see note (1) below. Glantus will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates
 indicated below shall, at Glantus' discretion, be notified in the same way. Please also see note (2) below.
 Event                                                                           Time        Date

 Date for Court Hearing (of the petition to sanction the Scheme)                 11:00 a.m.  10 October 2023

 Expected last day of dealings in Glantus Shares                                             10 October 2023

 Scheme Record Time(4)                                                           11:59 p.m.  10 October 2023

 Effective Date of the Scheme                                                                11 October 2023

 Cancellation of the AIM listing of Glantus shares by the London Stock Exchange              12 October 2023

 Settlement of cash consideration due under the Scheme                                       within 14 days of the Effective Date

 
 

 
Notes:

 

(1)        These dates are indicative only and will depend, among other
things, on the date upon which: (i) the conditions of the Scheme are satisfied
or (if capable of waiver) waived; and (ii) the sanction of the Scheme by the
High Court and the delivery of a copy of the Court Order to the Registrar of
Companies.

 

(2)        All times shown in this document are GMT+1 unless otherwise
stated.

 

(3)        Persons who hold their interests in Glantus Shares as
Belgian law rights through the Euroclear Bank System or as CDIs should consult
with their stockbroker or other intermediary at the earliest opportunity for
further information on the processes and timelines for submitting proxy votes
for the Scheme Meeting and EGM via their respective systems.

 

(4)        Glantus Shares will be disabled in the EuroClear Bank System
from this time.

 

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