REG - Gresham House PLC - Satisfaction of Regulatory Conditions

Gresham HouseAnnouncement

23/11/2023 07:00

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RNS Number : 3945U  Gresham House PLC  23 November 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

23 November 2023

Recommended Final* Cash Offer for Gresham House plc ("Gresham House")

by

Seed Bidco Limited ("Bidco")

 

Satisfaction of Regulatory Conditions

Notice of Court Hearing and Updated Expected Scheme Timetable

 

On 17 July 2023, the boards of directors of Gresham House and Bidco, a newly
incorporated entity formed by funds advised by Searchlight Capital Partners,
L.P. and its affiliates ("Searchlight") for the purposes of making an offer
for Gresham House, made an announcement pursuant to Rule 2.7 of the Takeover
Code (the "Rule 2.7 Announcement") that they had reached agreement on the
terms and conditions of a recommended final* cash offer for the entire issued
and to be issued ordinary share capital of Gresham House by Bidco (the
"Acquisition"), to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in respect of the Acquisition was published and made
available to Gresham House Shareholders on 4 August 2023 (the "Scheme
Document"). Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme Document.

On 30 August 2023, the Scheme was approved by the Scheme Shareholders at the
Court Meeting and General Meeting. The Offer was subject to the Conditions set
out in Part III of the Scheme Document, including the receipt or deemed
receipt of approval from the Central Bank of Ireland (the "CBI") in respect of
the change in control of Gresham House Asset Management Ireland Limited upon
the Acquisition by Bidco.

Gresham House and Bidco are pleased to announce that on 22 November 2023 the
requisite approval has been received from the CBI and that Bidco has today
confirmed that all of the regulatory Conditions set out in paragraphs 3(a) to
3(u) in Part A of Part III of the Scheme Document have been satisfied or
waived.

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.

Bidco highly values the current structure, strategy and management of Gresham
House and recognises that the management team and employees will be key to
Gresham House's success going forward. In particular, Bidco values the Gresham
House management team's operational expertise and experience. Bidco is
therefore committed to supporting the existing Gresham House management team
in continuing to execute its current strategy. Following completion of the
Acquisition, Bidco also intends to support Gresham House by leveraging its
industry experience to accelerate Gresham House's strategy, including by
providing capital and support to identify and execute successful acquisitions
in the UK and internationally.

Effective Date and timetable

The Acquisition remains subject to the Court's sanction of the Scheme at the
Court Hearing, which is expected to take place on 13 December 2023, the
delivery of a copy of the Court Order to the Registrar of Companies and the
satisfaction or (if capable of waiver) waiver of the remaining Conditions set
out in Part III of the Scheme Document.

Subject to the satisfaction (or, where applicable, the waiver) of those
conditions, the Scheme is expected to become effective on 19 December 2023.
 An application will be made to the London Stock Exchange ("LSE") for the
suspension of trading in Gresham House Shares on AIM with effect from 7.30
a.m. on 19 December 2023. An application will be made to the LSE in relation
to the cancellation of admission to trading of Gresham House Shares on AIM,
which, subject to the Scheme becoming effective on 19 December 2023, is
expected to take effect by 7.00 a.m. on 20 December 2023.

An updated expected timetable of principal events is set out below.

Expected Timetable of Principal Events

The following indicative timetable sets out the revised expected dates for
implementation of the Scheme based on Gresham House's and Bidco's current
expectations. The following dates and times associated with the Scheme may be
subject to further change. Gresham House will give adequate notice of any
further updates or changes to these dates and times, when known, by issuing a
further announcement through a Regulatory Information Service. See also note
(1) below.

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

 Event                                                                           Expected time and/or date
 The following dates are indicative only and subject to change((1))
 Court Hearing (to sanction the Scheme)                                          13 December 2023
 Last day of dealings in, and for registration of transfers of, and disablement  18 December 2023
 in CREST of, Gresham House Shares
 Scheme Record Time                                                              6.00 p.m. on 18 December 2023
 Dealings in Gresham House Shares on AIM suspended                               7.30 a.m. on 19 December 2023
 Effective Date of the Scheme                                                    19 December 2023((2))
 Cancellation of admission to trading of Gresham House Shares                    at 7.00 a.m. on 20 December 2023
 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((3))

Notes:

(1)   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) .

(2)   This date will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.

(3)   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.

 

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

 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 in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Gresham House as 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 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 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.

Dealing Disclosure Requirements of the Code

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.

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 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 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.
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 and on Bidco's
website at www.seed-offer.com by no later than 12.00 p.m. on the 24 November
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.

 

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