REG - GRC Intnl.Group PLC - Scheme of Arrangement Becomes Effective

Grc InternationalAnnouncement

08/08/2024 14:15

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RNS Number : 7786Z  GRC International Group PLC  08 August 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

 

8 August 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

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 of a recommended all cash offer by Bidco for the entire issued, and
to be issued, ordinary share capital of GRC (the "Acquisition"). The
Acquisition is being implemented by way of a court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").

On 3 July, GRC published and posted a circular in relation to the Scheme (the
"Scheme Document") setting out full details of the Acquisition. Capitalised
terms in this announcement (the "Announcement"), unless otherwise defined,
have the same meanings as set out in the Scheme Document.

Scheme Becomes Effective

GRC is pleased to announce that, further to the announcement on 6 August 2024
stating that the High Court of Justice in England and Wales had
sanctioned the Scheme, the Scheme Court Order has today been delivered to the
Registrar of Companies and, accordingly, the Scheme has now become effective
in accordance with its terms and the entire issued share capital of GRC is now
owned by Bidco.

Suspension of Dealings in and Cancellation of Admission to Trading of GRC
Shares

As previously announced, trading in GRC Shares on AIM was suspended with
effect from 7.30 a.m. today and the cancellation of the listing and
admission to trading of GRC Shares on AIM will take effect from 7.00
a.m. on 9 August 2024.

As a result of the Scheme becoming Effective, share certificates in respect of
Scheme Shares have ceased to be valid documents of title, and any entitlements
to Scheme Shares held in uncertificated form in CREST have been cancelled.

Settlement of Consideration

Scheme Shareholders on the register of members of the Company at the Scheme
Record Time, being 6.00 p.m. on 7 August 2024, will be entitled to
receive 8.0 pence in cash for each Scheme Share held at the Scheme Record
Time. Settlement of the cash consideration due to Scheme Shareholders will
occur within 14 days.

Resignation of Directors

As set out in the Scheme Document, as the Scheme has now become Effective,
Andrew Brode and Ric Piper have resigned as directors of GRC.

Dealing Disclosures

GRC is no longer in an "offer period" as defined in the Takeover Code and
accordingly the dealing disclosure requirements previously notified to GRC
Shareholders no longer apply.

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.

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.

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.

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.

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.

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