REG - GRC Intnl.Group PLC - Publication of Scheme Document

Grc InternationalAnnouncement

03/07/2024 16:30

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RNS Number : 0422V  GRC International Group PLC  03 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 OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

3 July 2024

RECOMMENDED CASH ACQUISITION

of

GRC International Group plc

by

Bloom Seed Bidco Limited

(a newly formed company indirectly owned by

investment funds advised by Bloom Equity Partners Management, LLC.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF THE SCHEME DOCUMENT

 

On 5 June 2024, the boards of Bloom Seed Bidco Limited ("Bidco") and GRC
International Group plc ("GRC") announced that they had reached agreement on
the terms and conditions of a recommended all cash offer by Bidco for the
entire issued, and to be issued, ordinary share capital of GRC (the
"Acquisition"). It is intended that the Acquisition will be implemented by way
of a court-sanctioned scheme of arrangement under Part 26 of the Companies
Act.

Publication of Scheme Document

GRC is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document") setting out, amongst other things, a letter from the
Chairman of GRC, an explanatory statement pursuant to section 897 of the
Companies Act, the full terms and conditions of the Scheme, an expected
timetable of principal events, notices of the Court Meeting and General
Meeting (together, the "GRC Meetings") and details of the action to be taken
by GRC Shareholders, has been published today.

The Scheme Document is available, subject to certain restrictions relating to
Restricted Jurisdictions, on GRC's website at www.grci.group/investors
(http://www.grci.group/investors) . Hard copies of the Scheme Document and
Forms of Proxy for the Court Meeting and General Meeting are being sent to GRC
Shareholders, other than GRC Shareholders in Restricted Jurisdictions.

Capitalised terms in this announcement (the "Announcement"), unless otherwise
defined, have the same meanings as set out in the Scheme Document. Copies of
this Announcement and the Scheme Document will be available on GRC's website
at www.grci.group/investors (http://www.grci.group/investors) up to and
including the Effective Date.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become Effective the Scheme will
require, amongst other things: (i) the approval of a majority in number of
Scheme Shareholders present and voting (and entitled to vote) at the Court
Meeting, either in person or by proxy, representing 75 per cent. or more in
value of the Scheme Shares voted by those Scheme Shareholders; (ii) the
passing of the Resolution necessary to implement the Scheme and the
Acquisition by the requisite majority of GRC Shareholders at the General
Meeting; and (iii) the subsequent sanction of the Scheme by the Court. The
Scheme is also subject to the satisfaction or waiver of the other Conditions
that are set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting for 11.00
a.m. and 11.15 a.m. respectively on 30 July 2024 (or, in respect of the
General Meeting, as soon thereafter as the Court Meeting is concluded or
adjourned), each to be held at the offices of Mills & Reeve LLP at 24
King William St, London EC4R 9AT, are set out in the Scheme Document.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to GRC Shareholders before the relevant GRC Meeting,
through GRC's website at www.grci.group/investors
(http://www.grci.group/investors)  and by announcement through a Regulatory
Information Service.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of Scheme Shareholder opinion. GRC Shareholders are therefore
strongly encouraged to complete, sign and return their Forms of Proxy and
instructions for the Court Meeting and the General Meeting using any of the
methods set out in the Scheme Document, or to appoint a proxy electronically
through CREST as soon as possible and, in any event, by no later than 11.00
a.m. on 26 July 2024 in the case of the Court Meeting and by no later
than 11.15 a.m. on 26 July 2024 in the case of the General Meeting (or, in
the case of any adjournment, not later than 48 hours, excluding any part of
such 48-hour period falling on a non-Business Day, before the fixed time for
the holding of the adjourned meeting).

In the case of the Court Meeting only, if the BLUE Form of Proxy for the Court
Meeting is presented in person to the Equiniti Limited representative who
will be present at the Court Meeting, at any time prior to the commencement of
the Court Meeting, it will still be valid.

Recommendation

The GRC Directors, who have been so advised by Singer Capital Markets as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing advice to the GRC Directors, Singer
Capital Markets have taken into account the commercial assessments of the GRC
Directors. Singer Capital Markets is providing independent financial advice
for the purposes of Rule 3 of the Takeover Code.

Accordingly, the GRC Directors unanimously recommend that GRC Shareholders
vote in favour of the Scheme at the Court Meeting and the Resolution to be
proposed at the General Meeting as the GRC Directors who hold GRC Shares have
irrevocably undertaken to do in respect of their own beneficial holdings
totalling 44,002,640 GRC Shares (representing approximately 40.8 per cent. of
the existing issued ordinary share capital of GRC as at the Latest Practicable
Date).

GRC Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Expected Timetable of Principle Events

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. Subject to obtaining the approval of the requisite majority of
Scheme Shareholders at the Court Meeting, the requisite majority of GRC
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the other Conditions (as set out
in the Scheme Document), the Scheme is expected to become Effective in August
2024.

The dates and times given herein are indicative only and are subject to
change. If any of the key dates set out in the expected timetable change,
notice of any such change will be made by the issuance of an announcement
through a Regulatory Information Service, with such announcements also being
made available on GRC's website at www.grci.group/investors
(http://www.grci.group/investors) .

Suspension, Delisting and Re-Registration

Prior to the Acquisition becoming Effective, GRC will make an application to
the London Stock Exchange for the cancellation of the admission to trading of
GRC Shares on AIM, to take effect from or shortly after the Effective Date.

The last day of dealings in the GRC Shares on AIM is expected to be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.

On the Effective Date, all of the GRC Shares will become owned by Bidco and
the share certificates in respect of those GRC Shares will cease to be valid
and of value and should be destroyed. In addition, entitlements to GRC Shares
held within the CREST system will be cancelled.

It is intended that GRC will be re-registered as a private limited company as
soon as practicable following the Effective Date.

GRC Shareholders Helpline

If you have not received all the relevant documents or have any questions
relating to this Announcement, the Scheme Document, either of the GRC
Meetings, the completion and return of the Forms of Proxy or submitting your
votes or proxies through CREST, please call the Shareholder Helpline operated
by Equiniti Limited on +44 (0)371 384 2050. The helpline is open between 8.30
a.m. and 5.30 p.m. (London time) Monday to Friday (except English and Welsh
public holidays). For deaf and speech impaired shareholders, we welcome calls
via Relay UK. Please see www.relayuk.bt.com for more information. Calls to the
helpline from outside the UK will be charged at applicable international
rates. Different charges may apply to calls from mobile telephones and calls
may be recorded and randomly monitored for security and training purposes.
Please note that calls to Equiniti Limited may be monitored or recorded and no
advice on the Scheme or its merits, nor any legal, taxation or financial
advice, can be given.

Enquiries

 Bidco and Bloom Equity                                                         c/o Cavendish

 Bart Macdonald

 Jeff Hsiang
 Cavendish (Sole Financial Adviser to Bidco and Bloom Equity)                   +44 20 7220 0500

 Henrik Persson

 Marc Milmo

 Fergus Sullivan

 Rory Sale
 GRC                                                                            +44 33 0999 0222

 c/o Wyvern Partners
 Wyvern Partners (Financial Adviser to GRC)                                     +44 20 7097 5205

 Andrew Robinson

 Anthony Gahan
 Singer Capital Markets (Rule 3 Adviser, Nominated Adviser and Joint Broker to  +44 20 7496 3000
 GRC)

 Phil Davies

 James Fischer
 Dowgate Capital Limited (Joint Broker to GRC)                                  +44 (0)20 3903 7715

 James Serjeant

 Russell Cook

Fladgate LLP is acting as legal adviser to Bidco and Bloom Equity.

Mills & Reeve LLP is acting as legal adviser to GRC.

Appendix

Expected Timetable of Principal Events

 Event                                                               Time(1) and/or date
 Publication of the Scheme Document                                  3 July 2024
 Latest time for lodging BLUE Forms of Proxy for Court Meeting       11 a.m. on 26 July 2024(2)
 Latest time for lodging WHITE Forms of Proxy for General Meeting    11.15 a.m. on 26 July 2024(3)
 Voting Record Time for Court Meeting and General Meeting            6.30 p.m. on 26 July 2024(4)
 Court Meeting(5)                                                    11.00 a.m. on 30 July 2024
 General Meeting(5)                                                  11.15 a.m. on 30 July 2024

The following dates and times associated with the Scheme are subject to change
and will depend on, among other things, the date on which the regulatory (and
other) Conditions to the Scheme are satisfied or, if capable of waiver, waived
and on the date on which the Court sanctions the Scheme. GRC will give notice
of these dates and times, when known, by issuing an announcement through a
Regulatory Information Service. Further updates and changes to these times
will, at GRC's discretion, be notified in the same way:

 Scheme Court Hearing to sanction the Scheme                                   6 August 2024
 Last day of dealings in, and for registration of transfers of, GRC Shares     7 August 2024
 Scheme Record Time                                                            6.00 p.m. on 7 August 2024
 Disablement of CREST in respect of GRC Shares                                 6.00 p.m. on 7 August 2024
 Effective Date of the Scheme                                                  8 August 2024(6)
 Suspension of admission to trading on AIM of, and dealings in, GRC Shares     7.30 a.m. on 8 August 2024
 Cancellation of admission to trading on AIM of GRC Shares                     7.00 a.m. on 9 August 2024
 Despatch of cheques and crediting of CREST accounts for cash consideration    within 14 days after the Effective Date
 under the Scheme
 Long Stop Date                                                                31 December 2024(7)

 

1.     All references in this document to times are to times in London
(unless otherwise stated). The dates and times given are indicative only and
are based on GRC's current expectations and may be subject to change
(including as a result of changes to the regulatory timetable). If any of the
times and/or dates above change, the revised times and/or dates will be
notified to GRC Shareholders by announcement through a Regulatory Information
Service.

2.     The BLUE Form of Proxy for the Court Meeting may, alternatively, be
presented in person to the Equiniti Limited representative who will be present
in person at the Court Meeting at any time prior to the commencement of the
Court Meeting. However, if possible, GRC Shareholders are requested to lodge
the BLUE Forms of Proxy by 11.00 a.m.(London time) on 26 July 2024 or, in the
case of an adjournment of the Court Meeting, not later than 48 hours before
the time and date set for the adjourned Court Meeting, excluding any part of
such 48 hour period falling on a day that is not a working day.

3.     The WHITE Form of Proxy for the General Meeting must be lodged with
GRC's Registrar, Equiniti Limited, by no later than 11.15 a.m. (London time)
on 26 July 2024 in order for it to be valid, or, if the General Meeting is
adjourned, no later than 48 hours before the time fixed for the holding of the
adjourned meeting, excluding any part of such 48 hour period falling on a day
that is not a working day. If the WHITE Form of Proxy is not returned by such
time, it will be invalid.

4.     If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the
date which is 48 hours before the date set for the adjourned meeting
(excluding any part of such 48 hour period falling on a day that is not a
working day).

5.     The Court Meeting and the General Meeting will be held at the
offices of Mills & Reeve LLP at 24 King William St, London EC4R 9AT.

6.     This will be the date on which the Scheme Court Order is delivered
to the Registrar of Companies, subject to the satisfaction (or, if applicable,
waiver) of the Conditions.

7.     This is the latest date by which the Acquisition may become
Effective, unless (a) Bidco and GRC agree a later date, or (b) (in a
competitive situation) Bidco specifies a later date with the consent of the
Takeover Panel, and in each case (if so required) the Court allows such later
date.

Further information

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial adviser to
Bloom Equity and Bidco and no one else in connection with the matters
described in this Announcement and will not be responsible to anyone other
than Bloom Equity and Bidco for providing the protections offered to clients
of Cavendish or for providing advice in connection with any matter referred to
in this Announcement. Neither Cavendish nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Cavendish in connection with this Announcement, any statement
contained herein, the Offer or otherwise. No representation or warranty,
express or implied, is made by Cavendish as to the contents of this
Announcement.

Wyvern Partners Limited ("Wyvern"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser exclusively to GRC
and no-one else in connection with the matters described in this Announcement
and will not be responsible to anyone other than GRC for providing the
protections afforded to clients of Wyvern nor for providing advice in
connection with the subject matter of this Announcement. Neither Wyvern nor
any of its affiliates (nor any of their respective directors, partners,
officers, employees or agents) 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 Wyvern in connection with this Announcement, any statement contained
herein, the Offer or otherwise. No representation or warranty, express or
implied, is made by Wyvern as to the contents of this Announcement.

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser and nominated adviser exclusively to GRC and no-one else in
connection with the matters described in this Announcement and will not be
responsible to anyone other than GRC for providing the protections afforded to
clients of Singer Capital Markets nor for providing advice in connection
with the subject matter of this Announcement. Neither Singer Capital
Markets nor any of its affiliates (nor any of their respective directors,
partners, officers, employees or agents) 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 Singer Capital Markets in connection with this Announcement, any
statement contained herein, the Offer or otherwise. No representation or
warranty, express or implied, is made by Singer Capital Markets as to the
contents of this Announcement.

Dowgate Capital Limited ("Dowgate"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint broker exclusively to GRC and
no-one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than GRC for providing the protections
afforded to clients of Dowgate nor for providing advice in connection with the
subject matter of this Announcement. Neither Dowgate nor any of its affiliates
(nor any of their respective directors, partners, officers, employees or
agents) 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 Dowgate in connection with
this Announcement, any statement contained herein, the Offer or otherwise. No
representation or warranty, express or implied, is made by Dowgate as to the
contents of this Announcement.

This Announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an offer, invitation or the
solicitation of an offer 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, nor
shall there be any sale, issuance or transfer of securities of GRC in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the 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 vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

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

Bidco reserves the right to elect to implement the Acquisition by way of an
Offer as an alternative to the Scheme (subject to the Takeover Panel's
consent). In such event, the Acquisition will be implemented on substantially
the same terms, so far as applicable, as those which will apply to the Scheme,
subject to appropriate amendments to reflect, among other things, the change
in method of effecting the Acquisition (including, without limitation: (i) the
inclusion of an acceptance condition set at 75 per cent. of the GRC Shares to
which such Offer relates (or such other percentage as Bidco may, subject to
the rules of the Takeover Code and with the consent of the Panel, decide); and
(ii) those required by, or deemed appropriate by, Bidco under applicable law).
Further, if sufficient acceptances of such Offer are received and/or
sufficient GRC Shares are otherwise acquired, it is the intention of Bidco to
apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily any outstanding GRC Shares to which such Offer relates.

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 the Financial Services
and Markets Act 2000 (as amended) 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 or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such 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. This Announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.

The availability of the Acquisition to GRC Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their GRC Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such 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. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into, from, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme by any
such use, means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and may not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents
(including, without limitation, agents, custodians, nominees and trustees) may
not mail or otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in, into, from, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Offer may
not be capable of acceptance by any such use, means, instrumentality or
facilities.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.

Notice to U.S. GRC Shareholders

GRC Shareholders in the United States should note that the Acquisition relates
to the securities of a company organised under the laws of England and Wales
and is proposed to be effected by means of a scheme of arrangement under the
Companies Act. This Announcement, the Scheme Document and certain other
documents relating to the Acquisition have been or will be prepared in
accordance with English law, the AIM Rules, the Takeover Code and UK
disclosure requirements, and the format and style applicable to a scheme of
arrangement under the Companies Act, all of which differ from those in the
United States. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements of and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure requirements and practices of
the United States tender offer and proxy solicitation rules.

None of the securities referred to in this Announcement nor the information
contained in this Announcement has been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have such authorities
passed upon the fairness or merits of the proposal contained in this
Announcement or determined the adequacy or accuracy of the information
contained herein. Any representation to the contrary is a criminal offence in
the United States.

GRC's financial statements, and all financial information that is included in
this Announcement or that may be included in the Scheme Document, or any other
documents relating to the Acquisition, have been prepared in accordance with
the UK adopted International Accounting Standards and may not be comparable to
financial statements of companies in the United States or other companies
whose financial statements are prepared in accordance with US generally
accepted accounting principles. US generally accepted principals differ in
certain respects from the UK adopted International Accounting Standards. None
of the financial information in this Announcement has been audited in
accordance with the auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of GRC Shares to enforce their rights and
any claims they may have arising under US federal securities laws in
connection with the Acquisition, since GRC is organised under the laws of a
country other than the United States, and some or all of its officers and
directors may be residents of countries other than the United States, and most
of the assets of GRC are located outside of the United States. US holders of
GRC Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US federal securities laws.
Further, it may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or judgment.

If Bidco were to elect to implement the Acquisition by means of an Offer, such
Offer may be made in compliance with applicable US securities laws and
regulations, including to the extent applicable, Section 14(e) of the US
Exchange Act and Regulation 14E thereunder, and will be made in accordance
with the Takeover Code. Such an Offer may be made in the United States by
Bidco and no one else. Accordingly, the Acquisition may be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.

The receipt of cash pursuant to the Acquisition by a GRC Shareholder in the
United States as consideration for the transfer of its GRC Shares pursuant to
the Scheme will likely be a taxable transaction for United States federal
income tax purposes and under any applicable United States state and local
income tax laws. Each GRC Shareholder in the United States is urged to consult
its independent professional tax or legal adviser immediately regarding the US
federal, state and local income and non-income tax consequences of the
Acquisition applicable to it, as well as any consequences arising under the
laws of any other taxing jurisdiction.

Forward Looking Statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and GRC contain statements which 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
current expectations and projections of the management of Bidco and GRC about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
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 Bidco and
GRC (including their future prospects, developments and strategies), 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 "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
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. Forward looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's,
Bloom Equity's, the Bloom Funds' or any member of the GRC Group's operations
and potential synergies resulting from the Acquisition; and (iii) the effects
of global economic conditions and governmental regulation on Bidco's, GRC's,
Bloom Equity's, the Bloom Funds' or any member of the GRC Group's business.

Although Bidco and GRC believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and GRC can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of changes in
general economic and market conditions in the countries in which Bidco, Bloom
Equity, the Bloom Funds and GRC operate, weak, volatile or illiquid capital
and/or credit markets, changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and business areas
in which Bidco, Bloom Equity, the Bloom Funds and GRC operate and changes in
laws or in supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ materially from
those expected, estimated or projected in the forward-looking statements. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors. Neither Bloom
Equity, the Bloom Funds, Bidco nor GRC, nor any of their respective associates
or directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually occur. You are
cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the GRC Group, there may be additional changes
to the GRC Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be materially
greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither
Bidco, Bloom Equity, the Bloom Funds, nor GRC is under any obligation, and
Bidco, Bloom Equity, the Bloom Funds and GRC expressly disclaim any intention
or obligation, to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) of the Takeover Code
applies must be made by no later than 3.30 pm (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 Takeover Code, any person who is, or becomes,
interested in 1% 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 pm (London time) 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.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.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on GRC's website at
https://www.GRC.group/investors (https://www.GRC.group/investors) by no later
than 12 noon (London time) on the Business Day following this Announcement.
For the avoidance of doubt, neither the content of this website nor of any
website accessible from hyperlinks set out in this Announcement is
incorporated by reference or forms part of this Announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for GRC for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
GRC.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, GRC Shareholders, persons
with information rights and participants in the GRC Share Plan may request a
hard copy of this Announcement, free of charge, by contacting the Company's
registrars, Equiniti Limited, during business hours on +44 (0)371 384 2050 or
in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA,
United Kingdom. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. For persons who receive a copy of this
Announcement in electronic form or via a website notification, a hard copy of
this Announcement will not be sent unless so requested. In accordance with
Rule 30.3 of the Takeover Code, such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by GRC Shareholders, persons with information rights and
other relevant persons for the receipt of communications from GRC may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

General

If the Acquisition is effected by way of an Offer, and such an Offer becomes
or is declared unconditional in all respects and sufficient acceptances are
received, Bidco intends to exercise its rights to apply the provisions of
Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the
remaining GRC Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase GRC Shares otherwise than
under any Offer or the Scheme, including pursuant to privately negotiated
purchases.

 

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