Publication of Scheme Document
04/08/2023 07:00
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RNS Number : 2882I Gresham House PLC 04 August 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 August 2023
RECOMMENDED FINAL* CASH OFFER
for
GRESHAM HOUSE PLC
by
SEED BIDCO LIMITED
which is a company controlled by funds advised by
Searchlight Capital Partners, L.P. and its affiliates
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 17 July 2023, the Boards of Bidco and Gresham House announced that they had
reached agreement on the terms of a recommended all cash offer pursuant to
which Bidco would acquire the entire issued and to be issued share capital of
Gresham House (the "Acquisition"). The Acquisition is to be effected by means
of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
Gresham House is pleased to announce that a circular in relation to the Scheme
(the "Scheme Document"), will be published today on Gresham House's website at
www.greshamhouse.com/ghe-plc-offer (http://www.greshamhouse.com/ghe-plc-offer)
.
The Court Meeting and the General Meeting will be held at the offices of
Eversheds Sutherland (International) LLP at One Wood Street, London, EC2V 7WS
on 30 August 2023. The Court Meeting will commence at 12.00 p.m. (London time)
and the General Meeting at 12.15p.m. (London time) (or as soon as reasonably
practicable thereafter as the Court Meeting shall have been concluded or
adjourned).
The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also attached as an Appendix to this
announcement. Subject to obtaining the approval of Gresham House Shareholders
and 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 late 2023 or early 2024.
If any of the key dates set out in the timetable change, Gresham House will
give notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on Gresham
House's website at www.greshamhouse.com/ghe-plc-offer
(http://www.greshamhouse.com/ghe-plc-offer) .
Following completion of the Acquisition, Gresham House will become a portfolio
company alongside other investments of the funds advised by Searchlight.
Gresham House will operate as a majority-owned portfolio company of the
Searchlight Funds in the same manner as all other investments within its
portfolio.
Capitalised terms in this announcement, unless otherwise defined herein, have
the same meanings as set out in the Scheme Document.
Publication and posting of Scheme Document
The Scheme Document will be published today on Gresham House's website at
www.greshamhouse.com/ghe-plc-offer (http://www.greshamhouse.com/ghe-plc-offer)
and will contain amongst other things, a letter from the Chair of Gresham
House, the full terms and Conditions of the Scheme, an explanatory statement,
an expected timetable of principal events, notices convening the Court Meeting
and the General Meeting and details of the actions to be taken by Gresham
House Shareholders.
Subject to any restrictions relating to persons resident in Restricted
Jurisdictions, hard copies of the Forms of Proxy for the Court Meeting and the
General Meeting are being posted to Gresham House Shareholders. Hard copies of
the Scheme Document, or a letter and/or e-mail giving details of Gresham
House's website at www.greshamhouse.com/ghe-plc-offer
(http://www.greshamhouse.com/ghe-plc-offer) where the Scheme Document may be
accessed, are also being sent to Gresham House Shareholders in accordance with
the notice provisions of the Company's articles of association and the
relevant Gresham House Shareholder's communication preferences.
For information purposes only, the Scheme Document will also be sent, or made
available, to holders of options and/or awards over Gresham House Shares under
the Gresham House Share Plans and persons with information rights.
Recommendation
The Gresham House Directors, who have been so advised by Evercore and
Blackdown Partners as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing their advice
to the Gresham House Directors, Evercore and Blackdown Partners have taken
into account the commercial assessments of the Gresham House Directors.
Evercore is providing independent financial advice to the Gresham House
Directors for the purposes of Rule 3 of the Takeover Code.
The Gresham House Directors believe that the terms of the Acquisition are in
the best interests of Gresham House Shareholders as a whole and unanimously
recommend that Gresham House Shareholders vote, or procure the vote, in favour
of the Scheme at the Court Meeting and the Special Resolution to be proposed
at the General Meeting which is to be convened to approve the Acquisition (or,
in the event that the Acquisition is to be implemented by way of an Offer, to
accept, or procure the acceptance of, such Takeover Offer), as the Gresham
House Directors who are interested in Gresham House Shares have irrevocably
undertaken to do in respect of their entire beneficial holdings of Gresham
House Shares, being a total of 1,225,402 Gresham House Shares and representing
approximately 3.2 per cent. of the issued share capital of Gresham House as at
the Latest Practicable Date.
Action required - Notices of the Court Meeting and General Meeting
As described in the Scheme Document, to become Effective, the Scheme will
require, amongst other things, the approval of Scheme Shareholders at the
Court Meeting and Gresham House Shareholders at the separate General Meeting
by the requisite majorities and, following receipt of such approvals, the
sanction of the Court. The Scheme is also subject to the satisfaction or
waiver of the Conditions and further terms that are set out in the Scheme
Document.
Notices of the Court Meeting and the General Meeting, which will be held at
the offices of Eversheds Sutherland (International) LLP at One Wood Street,
London, EC2V 7WS on 30 August 2023, are set out in the Scheme Document. The
Court Meeting will commence at 12.00 p.m. (London time) and the General
Meeting at 12.15p.m. (London time) (or as soon as reasonably practicable
thereafter as the Court Meeting shall have been concluded or adjourned).
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 AND
REASONABLE REPRESENTATION OF SCHEME SHAREHOLDERS' OPINION. WHETHER OR NOT
GRESHAM HOUSE SHAREHOLDERS INTEND TO ATTEND THE COURT MEETING AND/OR THE
GENERAL MEETING, THEY ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND
RETURN BOTH OF THEIR FORMS OF PROXY OR TO APPOINT A PROXY ELECTRONICALLY OR
THROUGH THE CREST ELECTRONIC PROXY APPOINTMENT SERVICE (AS APPROPRIATE) AS
SOON AS POSSIBLE.
Shareholder helpline
If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting or how to complete the Forms of Proxy or to appoint a proxy
through the CREST electronic proxy appointment service or otherwise, please
contact Neville Registrars by calling between 9.00 a.m. and 5.00 p.m. on
Monday to Friday (except UK bank holidays) on 0121 585 1131 (from the United
Kingdom) or +44 121 585 1131 (if calling from outside the United Kingdom).
Calls outside the United Kingdom will be charged at the applicable
international rate. Please note that Neville Registrars cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Enquiries:
Gresham House +44 (0)20 3837 6270
Anthony Dalwood, Chief Executive Officer
Kevin Acton, Chief Financial Officer
Evercore (Joint Lead Financial Adviser and Rule 3 Adviser to Gresham House) +44 (0)20 7653 6000
Ed Banks
Tariq Ennaji
Jamie Prescott
Blackdown Partners (Joint Lead Financial Adviser to Gresham House) +44 (0)20 3807 8484
Peter Tracey
Tom Fyson
Canaccord (Nominated Adviser and Joint Broker to Gresham House) +44 (0)20 7523 8000
Bobbie Hilliam
Harry Pardoe
Jefferies (Financial Adviser and Joint Broker to Gresham House) +44 (0)20 7029 8000
Paul Nicholls
James Umbers
Samie Zare
Jordan Cameron
Houston (PR Adviser to Gresham House) +44 (0)20 4529 0549
Kay Larsen
Alex Clelland
Kelsey Traynor
Kate Hoare
Searchlight +44 (0)20 7290 7910
James Redmayne
Giles Marshall
Jonathan Laloum
Dean Street Advisers (Financial Adviser to Searchlight and Bidco) +44 (0)20 3818 8520
Mervyn Metcalf
Graeme Atkinson
Rothschild & Co (Financial Adviser to Searchlight and Bidco) +44 (0)20 7280 5000
Ravi Gupta
Christopher Kaladeen
Peter Brierley
David Morrison
Prosek Partners (PR Adviser to Searchlight and Bidco) +44 (0)20 3890 9193
Evangeline Barata
Important notices
Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser to Gresham House and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Gresham House for providing the protections
afforded to clients of Evercore nor for providing advice in connection with
the matters referred to herein. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Evercore in
connection with this announcement, any statement contained herein, any offer
or otherwise. Apart from the responsibilities and liabilities, if any, which
may be imposed on Evercore by the Financial Services and Markets Act 2000 and
successor legislation, or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
neither Evercore nor any of its affiliates accepts any responsibility or
liability whatsoever for the contents of this announcement, and no
representation, express or implied, is made by it, or purported to be made on
its behalf, in relation to the contents of this announcement, including its
accuracy, completeness or verification of any other statement made or
purported to be made by it, or on its behalf, in connection with Gresham House
or the matters described in this announcement. To the fullest extent permitted
by applicable law, Evercore and its affiliates accordingly disclaim all and
any responsibility or liability whether arising in tort, contract or otherwise
(save as referred to above) which they might otherwise have in respect of this
announcement or any statement contained herein.
Blackdown Partners Limited ("Blackdown Partners"), which is authorised and
regulated by the Financial Conduct Authority, is acting exclusively as
financial adviser to Gresham House and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Gresham House for providing the protections afforded to clients of
Blackdown Partners nor for providing advice in connection with the matters
referred to herein. Neither Blackdown Partners nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Blackdown Partners
in connection with this announcement, any statement contained herein, any
offer or otherwise. Apart from the responsibilities and liabilities, if any,
which may be imposed on Blackdown Partners by the Financial Services and
Markets Act 2000, or the regulatory regime established thereunder, or under
the regulatory regime of any jurisdiction where exclusion of liability under
the relevant regulatory regime would be illegal, void or unenforceable,
neither Blackdown Partners nor any of its affiliates accepts any
responsibility or liability whatsoever for the contents of this announcement,
and no representation, express or implied, is made by it, or purported to be
made on its behalf, in relation to the contents of this announcement,
including its accuracy, completeness or verification of any other statement
made or purported to be made by it, or on its behalf, in connection with
Gresham House or the matters described in this announcement. To the fullest
extent permitted by applicable law, Blackdown Partners and its affiliates
accordingly disclaim all and any responsibility or liability whether arising
in tort, contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or any statement contained
herein.
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting exclusively
for Gresham House as nominated adviser and joint broker in connection with the
matters set out in this announcement and for no one else and will not be
responsible to anyone other than Gresham House for providing the protections
afforded to its clients nor for providing advice in relation to the matters
set out in this announcement. Neither Canaccord nor any of its subsidiaries,
branches or affiliates and 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 Canaccord in connection with
this announcement, any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser and joint corporate broker for Gresham House
and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than Gresham
House for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to any matter referred to in this announcement or
any transaction or arrangement referred to herein. Neither Jefferies nor any
of its subsidiaries, branches or affiliates and 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
Jefferies in connection with this announcement, any statement contained
herein, any transaction or arrangement referred to herein, or otherwise.
Dean Street Advisers Limited ("Dean Street Advisers"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Searchlight and Bidco in connection with the matters set out
in this announcement and for no one else and will not be responsible to anyone
other than Searchlight and Bidco for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out in this
announcement. Neither Dean Street Advisers nor any of its subsidiaries,
branches or affiliates and 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 Dean Street Advisers in
connection with this announcement, any statement contained herein or
otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Searchlight and Bidco in connection with
the matters set out in this announcement and for no one else and will not be
responsible to anyone other than Searchlight and Bidco for providing the
protections afforded to its clients nor for providing advice in relation to
the matters set out in this announcement. Neither Rothschild & Co nor any
of its subsidiaries, branches or affiliates and 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
Rothschild & Co in connection with this announcement, any statement
contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and
does not constitute, or form part of any offer, invitation, inducement or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of or exercise rights in respect 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 Gresham House in any jurisdiction in contravention of applicable
law. The Acquisition will be made and implemented solely through the Scheme
Document and the accompanying Forms of Proxy (or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the Offer
Document and Forms of Acceptance), which will together contain the full terms
and conditions of the Acquisition, including details of how to vote, or
procure the vote, in respect of the Acquisition. Any vote or 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, in the event
that the Acquisition is to be implemented by way of a Takeover Offer, the
Offer Document). Gresham House encourages Gresham House Shareholders to read
the Scheme Document carefully as it contains important information relating to
the Acquisition and the Scheme.
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date.
Overseas Shareholders
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Further
details in relation to Overseas Shareholders are contained in the Scheme
Document. 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.
The Acquisition relates to shares of an English company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the US proxy solicitation rules nor the tender offer rules
under the US Exchange Act apply to the Acquisition. Accordingly, the
Acquisition is subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which differ from
the requirements of US proxy solicitation or tender offer rules. However, if
Bidco were to elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by Bidco
and no one else. In addition to any such Takeover Offer, Bidco, certain
affiliated companies and the nominees or brokers (acting as agents) of Bidco
may make certain purchases of, or arrangements to purchase, shares in Gresham
House outside such Takeover Offer during the period in which such Takeover
Offer would remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
None of the securities referred to in this announcement have 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 or determined the adequacy or accuracy of the
information contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
Gresham House's financial statements, and all financial information that is
included in this announcement, or that is included in the Scheme Document,
have been prepared in accordance with accounting standards applicable in the
United Kingdom 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 generally accepted accounting principles in the
United States.
Unless otherwise determined by Bidco or required by the Code and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote, or
procure the vote, in favour of the Scheme and the Acquisition 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. Accordingly, copies of this announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
observe these restrictions and must not mail or otherwise distribute or send
them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.
The availability of the Acquisition to Gresham House Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Acquisition will be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the FCA and the AIM Rules.
Forward-looking statements
This announcement contains statements about Bidco and the Gresham House Group
that are, or may be, forward-looking statements. These statements are based on
the current expectations of the management of Bidco and/or Gresham House and
are naturally subject to uncertainty and changes in circumstances. All
statements, including the expected timing and scope of the Acquisition, other
than statements of historical facts included in this announcement, may be
forward-looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or terms of
similar substance or the negative thereof are forward-looking statements.
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 or the Gresham House Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Bidco's or the Gresham House Group's business.
Such forward-looking statements are not guarantees of future performance. By
their nature, because they relate to events and depend on circumstances that
will occur in the future, such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied in any
forward-looking statements. These factors include, but are not limited to, the
satisfaction of the Conditions, as well as additional factors, such as changes
in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in clients' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations or interest and exchange rates and the outcome of
any litigation. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. Due
to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements (which speak only as of the date
hereof) and neither Bidco nor any member of the Gresham House Group (nor any
of their respective directors, officers, employees or advisers) provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied by the forward-looking statements will actually occur.
Further, Bidco and each member of the Gresham House Group disclaims any
obligation to update publicly or revise any forward-looking or other
statements contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
All subsequent oral or written forward-looking statements attributable to any
member of the Wider Bidco Group or Wider Gresham House Group, or any of their
respective directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
No profit forecasts or profit estimates
No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Gresham House for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for Gresham House.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offerors, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. (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 of the Code.
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 of the Code).
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, (http://www.thetakeoverpanel.org.uk/) including
details of the number of relevant securities in issue, when the Offer Period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.
In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Rothschild & Co, Dean Street Advisers,
Evercore, Blackdown Partners, Canaccord and Jefferies and their respective
affiliates may continue to act as exempt principal traders in Gresham House
securities on AIM. These purchases and activities by exempt principal traders
which are required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
(http://www.londonstockexchange.com/) This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Publication on website and hard copies
This announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Gresham House's website at www.greshamhouse.com/ghe-plc-offer
(http://www.greshamhouse.com/ghe-plc-offer) and on Bidco's website at
www.seed-offer.com (http://www.seed-offer.com) by no later than 12.00 p.m. on
7th August 2023.
Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.
Gresham House Shareholders may request a hard copy of this announcement by
contacting Neville Registrars on +44 121 585 1131. Calls outside the United
Kingdom will be charged at the applicable international rate. The helpline is
open between 9.00 a.m. to 5.00 p.m., Monday to Friday, excluding public
holidays in England and Wales. Please note that Neville Registrars cannot
provide any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. Gresham House Shareholders 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. If a
Gresham House Shareholder has received this announcement in electronic form,
hard copies of this announcement and any document or information incorporated
by reference into this announcement will not be provided unless such a request
is made.
General
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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.
Appendix
Expected timetable of principal events
Event Expected time and/or date
Date of the Scheme Document 4 August 2023
Latest time for lodging Forms of Proxy for:
- Court Meeting (BLUE form) 12.00 p.m. on 28 August 2023((1))
- General Meeting (WHITE form) 12.15 p.m. on 28 August 2023((1))
Scheme Voting Record Time 6.00 p.m. on 28 August 2023((2))
Court Meeting 12.00 p.m. on 30 August 2023
General Meeting 12.15 p.m. on 30 August 2023((3))
The following dates are indicative only and subject to change((4))
Court Hearing (to sanction the Scheme) A date expected to fall in late 2023 or early 2024 ("T")((5))
Last day of dealings in, and for registration of transfers of, and disablement T + 1 Business Day
in CREST of, Gresham House Shares
Scheme Record Time 6.00 p.m. on T + 1 Business Day
Dealings in Gresham House Shares on AIM suspended 7.30 a.m. on T + 2 Business Days
Effective Date of the Scheme T + 2 Business Days((6))
Cancellation of admission to trading of Gresham House Shares at 7.00 a.m. on T + 3 Business Days
Latest date for dispatch of cheques and crediting of CREST stock accounts for within 14 days after the Effective Date
Acquisition consideration due under the Scheme
Long Stop Date 17 April 2024((7))
The Court Meeting and the General Meeting will both be held at the offices of
Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS on
30 August 2023.
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
not later than 48 hours before the time appointed for the Court Meeting. BLUE
Forms of Proxy not so lodged may be handed to the Chair of the Court Meeting
or Neville Registrars on behalf of the Chair of the Court Meeting before the
start of the Court Meeting. WHITE Forms of Proxy for the General Meeting must
be lodged not later than 48 hours before the time appointed for the General
Meeting. WHITE Forms of Proxy for the General Meeting not lodged by this time
will be invalid. Please see "Action to be taken" on pages 4 to 6 of the Scheme
Document.
(2) If either the Court Meeting or the General Meeting is adjourned, the
Scheme Voting Record Time for the relevant adjourned Meeting will be the close
of business on the day which is 48 hours before the date of such adjourned
Meeting.
(3) To commence at 12.15 p.m. (or as soon as reasonably practicable
thereafter as the Court Meeting shall have been concluded or adjourned).
(4) These times and dates are indicative only and will depend on, among
other things, whether and when the Conditions are satisfied or (where
applicable) waived and the dates upon which the Court sanctions the Scheme and
a copy of the Court Order to sanction the Scheme is delivered to the Registrar
of Companies. If the expected date of the Court Hearing is changed, Gresham
House will give adequate notice of the changes by issuing an announcement
through a Regulatory Information Service and by posting notice of these dates
on the following website: www.greshamhouse.com/ghe-plc-offer
(http://www.greshamhouse.com/ghe-plc-offer) .
(5) Subject to the satisfaction of certain regulatory conditions as set out
in Part III (Conditions to and Further Terms of the Scheme and the
Acquisition) of the Scheme Document.
(6) This date will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.
(7) This is the latest date by which the Scheme may become Effective unless
Gresham House and Bidco agree, with the consent of the Panel and (if required)
the Court, a later date.
______________________________
* The financial terms of the Acquisition are final and will not be increased,
except that Bidco reserves the right to increase the Acquisition Price where:
(i) there is an announcement of a possible offer or a firm intention to make
an offer for Gresham House by any third party; or (ii) the Panel otherwise
provides its consent.
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